<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____)*
TransCoastal Marine Services, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
893537 10 0
(CUSIP Number)
Louis and Georgia Woodson
c/o Louis Woodson
183 South Beadle Road
Lafayette, Louisiana 70508
(318) 233-8224
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 893537 10 0 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Woodson Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 483,333 shares of Common Stock
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
483,333 shares of Common Stock
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,333 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 893537 10 0 Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Georgia Woodson
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 483,333 shares of Common Stock
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
483,333 shares of Common Stock
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,333 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
Page 4 of 8 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, $0.001 par value ("Common Stock"), of TransCoastal Marine
Services, Inc. ("TCMS"), a Delaware corporation, whose principal executive
offices are located at 3535 Briarpark, Suite 210, Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Louis Woodson and Georgia
Woodson, husband and wife. Mr. Woodson is currently employed by TCMS as
Pipeline Operations Consultant under a three-year Employment Agreement which
commenced on November 4, 1997 and is renewable thereafter indefinitely in
successive one year terms until terminated. Mrs. Woodson is a homemaker. The
business address of Mr. Woodson is 183 South Beadle Road, Lafayette, Louisiana
70508. Mr. and Mrs. Woodson reside at 205 Shannon Road, Lafayette, Louisiana
70503.
During the last five years, neither Mr. nor Mrs. Woodson has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which either of
them was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Mr. and Mrs. Woodson are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. and Mrs. Woodson jointly acquired an aggregate of 483,333 shares
of Common Stock of TCMS pursuant to an Agreement and Plan of Merger dated
August 28, 1997 (the "Merger Agreement") among TCMS, Woodson Acquisition Corp.,
Woodson Construction Company, Inc. ("WCC"), and Mr. Woodson. The Merger
Agreement provided for the merger of WCC into a wholly owned subsidiary of
TCMS, and, as a result of such merger, the Woodsons' shares of capital stock of
WCC were converted into 483,333 shares of Common Stock of TCMS. These shares
are "restricted securities", as such term is defined in Rule 144(a)(3) under
the Securities Act of 1933. The Merger Agreement was part of a series of
transactions in which TCMS acquired pursuant to separate acquisition agreements
several other companies, including three that were owned by the Woodsons' three
daughters, each of whom received 182,666 shares of Common Stock of TCMS and
certain cash payments. All of these acquisitions occurred contemporaneously
with the closing of the initial public offering of Common Stock of TCMS (the
"Initial Public Offering"). The Woodsons' daughters are adults and reside at
separate residences, independent of the Woodsons. The Woodsons disclaim
beneficial ownership of the Common Stock owned by the daughters. The Woodsons
did not borrow any funds in connection with the acquisition of their shares.
The Initial Public Offering was registered under the Securities Act of 1933,
Registration No. 333-34603. The Merger Agreement is incorporated as an exhibit
hereto by reference to Exhibit 10.14 to the abovementioned Registration
Statement.
<PAGE> 5
Page 5 of 8 Pages
ITEM 4. PURPOSE OF TRANSACTION
Mr. and Mrs. Woodson jointly acquired an aggregate of 483,333 shares
of Common Stock of TCMS for purposes of investment and not for the purpose of
changing the control of TCMS. They acquired the shares pursuant to the Merger
Agreement that is identified in Item 3 of this Schedule 13D.
Neither Mr. Woodson nor Mrs. Woodson has any plans which relate to or
would result in:
(a) the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer; provided, however, that
they reserve the right to acquire additional securities of the issuer or
dispose of securities of the issuer from time to time;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the issuer;
(f) any other material change in the issuer's business or corporate
structure;
(g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Mr. and Mrs. Woodson together are the beneficial owners of an
aggregate of 483,333 shares of Common Stock of TCMS, representing approximately
5.8% of the outstanding shares of Common Stock of TCMS. The shares are
community property of the Woodsons.
<PAGE> 6
Page 6 of 8 Pages
(b) The shares are registered jointly in the names of Mr. and Mrs.
Woodson, and, as such, the Woodsons share jointly the power to vote or to
direct the vote of and to dispose or to direct the disposition of the shares.
(c) The shares were acquired by Mr. and Mrs. Woodson pursuant to the
Merger Agreement identified in Item 3 of this Schedule 13D.
(d) To the knowledge and belief of the Woodsons, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 483,333 shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
1) Mr. Woodson entered into an agreement dated October 29, 1997
with Jefferies & Company, Inc. and Johnson Rice & Company L.L.C., as
representatives of the underwriters of the Initial Public Offering, which
restricts his ability to dispose of Common Stock of TCMS beneficially owned by
him for a period of one year from October 30, 1997. A copy of such agreement
is filed as Exhibit 2 hereto.
2) Pursuant to the terms of the Merger Agreement, Mr. Woodson has
agreed not to dispose of any Common Stock received pursuant to the Merger
Agreement within two years after November 4, 1997 if such disposition would
reduce the fair market value of the Common Stock he retains (evaluated as of
November 4, 1997) to an amount less than 50% of the fair value of common stock
of WCC held by him before the merger of WCC into a wholly owned subsidiary of
TCMS, unless he obtains an opinion to the satisfaction of TCMS that such
transfer would not violate certain tax regulations.
3) In connection with the Merger Agreement, Mr. and Mrs. Woodson
and, in accordance with related acquisition agreements, their daughters
(collectively with Mr. and Mrs. Woodson, the "Woodson Stockholders") entered
into a Stockholders' Agreement dated October 29, 1997 with TCMS and certain
officers, directors, and/or controlling persons of TCMS ("TCMS Insiders") which
(a) entitles the Woodson Stockholders to prior notice of certain transfers of
Common Stock made by TCMS Insiders in a private placement transaction at any
time before the second anniversary of the date of the Stockholders' Agreement;
(b) grants the Woodson Stockholders the right to require that such a transfer
obligate the party acquiring those shares to acquire also a certain number of
shares from the Woodson Stockholders; (c) prohibits certain transfers of shares
of TCMS by TCMS Insiders over and above specified amounts, and any transfers
involving a public offering, until October 29, 1999, subject to early
termination under certain circumstances; and (d) entitles the Woodson
Stockholders to receive prompt notice of certain requests by TCMS Insiders for
waiver or modification of the lock up agreement between the Parent Insiders and
the underwriters of the Initial Public Offering. A copy of the Stockholders'
Agreement is filed as Exhibit 3 hereto.
<PAGE> 7
Page 7 of 8 Pages
4) In connection with the Merger Agreement and his employment by
TCMS, Mr. Woodson entered into an Incentive Stock Option Agreement dated
October 29, 1997 with TCMS, which grants Mr. Woodson the option to purchase an
aggregate of 20,139 additional shares of Common Stock of TCMS at $18.00 per
share, which option is exercisable in increments of 20% which vest annually on
October 29 for five years commencing October 29, 1998 on the condition of the
continuous employment of Mr. Woodson by TCMS. A copy of the Incentive Stock
Option Agreement is filed as Exhibit 4 hereto.
5) In connection with the Merger Agreement the Woodson Stockholders
(other than Mrs. Woodson) entered into a Registration Rights Agreement dated
October 29, 1997 with TCMS which provides that the Woodson Stockholders (or any
of them) may (a) on one occasion require TCMS, subject to certain exceptions,
to register all or any portion (but not less than 50% of the shares owned by
those Woodson Stockholders whose shares are included) of their shares of Common
Stock of TCMS under the Securities Act of 1933 at any time after November 4,
1998, and (b) include, up to a maximum of two times, any shares of Common Stock
owned by them in certain registration statements filed by TCMS under the
Securities Act of 1933 at any time after May 4, 1998. A copy of the
Registration Rights Agreement is filed as Exhibit 5 hereto.
Description of the contents of any document referred to in this
Schedule 13D and filed or incorporated by reference as an exhibit hereto is
necessarily not complete and, in each instance, reference is made to the
document itself which is filed as an exhibit herewith or incorporated as an
exhibit herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 99.1 Agreement and Plan of Merger dated August 28, 1997 among TCMS, Woodson Acquisition Corp., WCC
and Mr. Woodson (incorporated by reference to Exhibit 10.14 to the Registration Statement filed
by TCMS on Form S-1 (Registration No. 333-34603)).
Exhibit 99.2 Agreement dated October 29, 1997 between Mr. Woodson and Jefferies &
Company, Inc. and Johnson Rice & Company L.L.C.
Exhibit 99.3 Stockholders' Agreement dated October 29, 1997 among TCMS, the TCMS
Insiders, and the Woodson Stockholders.
Exhibit 99.4 Incentive Stock Option Agreement dated November 4, 1997 between TCMS
and Mr. Woodson.
Exhibit 99.5 Registration Rights Agreement dated October 29, 1997 among TCMS and the
Woodson Stockholders (other than Georgia Woodson).
Exhibit 99.6 Joint Filing Agreement.
</TABLE>
<PAGE> 8
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
s/ Louis Woodson
-----------------------------------
LOUIS WOODSON
s/ Georgia Woodson
-----------------------------------
GEORGIA WOODSON
Dated: November 14, 1997
<PAGE> 1
EXHIBIT 99.2
Jefferies & Company, Inc.
Johnson Rice & Company L.L.C.
c/o Jefferies & Company, Inc.
650 Fifth Avenue, 4th Floor
New York, NY 10019
Ladies & Gentlemen:
As an inducement to the Underwriters (as defined below) to execute the
Underwriting Agreement (the "Underwriting Agreement") in connection with a
proposed public offering (the "Public Offering") by TransCoastal Marine
Services, Inc., a Delaware corporation (the "Company"), of shares of its common
stock, $.001 par value per share ("Common Stock"), the undersigned agrees that
for a period of one year (the "Lock-Up Period") after the date of the final
prospectus used to confirm sales made pursuant to the Public Offering, the
undersigned will not, without the prior written consent of Jefferies & Company,
Inc., as a representative of the Underwriters to be named in the Underwriting
Agreement (the "Underwriters"), directly or indirectly, offer to sell, assign,
pledge, issue, distribute, sell, contract to sell, grant any option or enter
into any contract for the sale of, or otherwise voluntarily transfer or dispose
of, or announce any offer, sale, grant of any option to purchase or other
transfer or disposition of, any shares of Common Stock, or any other securities
of the Company or any security or other instrument which by its terms is
convertible into or exercisable or exchangeable for shares of Common Stock or
other securities of the Company, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, including, without limitation, any shares of Common
Stock issuable under any employee stock options or warrants. In addition, the
undersigned hereby irrevocably waives during such period (i) any registration
rights to which the undersigned would be entitled in connection with the Public
Offering and (ii) any demand registration rights to which the undersigned would
be entitled to exercise during the Lock-Up Period.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of any
security if such transfer would constitute a violation of breach of this
agreement.
The provisions of this agreement shall be binding upon the undersigned
and the assigns, heirs, and personal representatives of the undersigned and
shall be for the benefit of the Company and the Underwriters.
Dated: October 29, 1997
Very truly yours,
/s/ LOUIS WOODSON
--------------------------------------
Louis Woodson
<PAGE> 1
EXHIBIT 99.5
STOCKHOLDERS' AGREEMENT
TRANSCOASTAL MARINE SERVICES, INC.
This Agreement is dated effective November 29, 1997 is made among
(1) TransCoastal Marine Services, Inc. (the "Parent"); (2) the undersigned
officers, directors and other insiders of the Parent (the "Parent Insiders");
and (3) Louis Woodson, Georgia Woodson, Linda Woodson, Cheryl Woodson, and
Paula Woodson (the "Woodson Stockholders"). This Agreement is made with
reference to the following facts and objectives:
RECITALS
A. Parent has agreed to acquire Woodson Construction Company,
Inc., Laine Construction Company, Inc., Kori Corporation and EnviroSystems,
Inc.( the "Woodson Companies") pursuant to four separate agreements dated
August 28, 1997 (the "Acquisition Agreements"), pursuant to which the Woodson
Stockholders, each of whom is a shareholder of one or more of the Woodson
Companies, will receive (among other things) shares of the Common Stock, $.001
par value, of Parent ("Common Stock").
B. Section 4.2(o) of each of the Acquisition Agreements included
among the conditions to the Preliminary Closing under the Acquisition
Agreements confection of a shareholder agreement among the Parent, the Woodson
Stockholders and the Parent Insiders and their affiliates.
C. Parties to this Agreement have concurred on the terms of this
Agreement set forth below and agree that, when duly executed and delivered by
or on behalf of all such persons, this Agreement shall satisfy the condition
set forth in each such Section 4.2(o).
The parties accordingly agree as follows:
AGREEMENT
1. TAG ALONG RIGHTS.
(a) NOTICE OF PROPOSED SALE. If, at any time before the
second anniversary of the date of this Agreement, any of the Parent Insiders or
their affiliates ("Seller") propose to sell, exchange or otherwise transfer
(other than by gratuitous donation) ("transfer") any shares of Common Stock in
any transaction or series of transactions which would result in the transfer,
taking into account all prior transfers (excluding any shares of Common Stock
sold in the public market) of more than a collective aggregate of 75,000
shares of common stock of the Company (subject to adjustment under Section 4),
then, at least 30 days before the date of the transfer, the
<PAGE> 2
Seller must deliver to each Woodson Stockholder the notice of the proposed
transaction (a "Sale Notice") specifying (a) the name and the address of the
person or persons (the "Acquiring Party") to whom the Seller proposes to
transfer shares of stock; (b) the number of shares of stock proposed to be
transferred; and (c) the price or amount and other terms and conditions of the
proposed transfer (the "Stipulated Terms").
(b) RIGHTS OF OTHER PARTIES. Upon receipt of a Sale
Notice, each Woodson Stockholder shall have the right, exercisable by written
notice (a"Tag Along Notice") delivered to the Seller no later than 10 days
before the date of the proposed transfer, as indicated in the Sale Notice, to
require that the terms of the proposed transfer obligate the Acquiring Party,
as a condition to the transfer, to acquire at the time of the consummation of
the transfer, on the Stipulated Terms, that number of shares held by the
Woodson Stockholder that is equal to the product of (1) the number of shares
that the Acquiring Party will accept and (2) a fraction, the numerator of which
is the number of shares of Parent held by the Woodson Stockholders and the
denominator of which is the total number of shares of stock of the Company
owned by the Seller and the Woodson Stockholders who elect to participate in
the sale.
(c) RIGHTS OF SELLERS. If no Woodson Stockholder
delivers a Tag Along Notice with respect to the proposed transfer, the Seller
may proceed at any time within 90 days after the date of the Sale Notice to
transfer the shares described in the Sale Notice on the Stipulated Terms. If,
however, that transfer is not consummated within that time, the Seller may not
consummate such a transfer until he has again complied with the terms of
Section 1 with respect to the proposed transfer.
2. RESTRICTIONS ON STOCK TRANSFER BY PARENT INSIDERS. Until the
earlier of the second anniversary of the effective date of this Agreement or
the date on which the Woodson Stockholders own in the aggregate fewer than
100,000 shares of stock of the Parent (subject to adjustment under Section 4),
no Parent Insider or affiliate of a Parent Insider shall transfer or permit any
of the Parent Insider's affiliates to transfer any shares of stock of the
Parent except as permitted by Section 3.
3. PERMITTED TRANSFERS. A Parent Insider or affiliate of a
Parent Insider may at any time in any period of six months transfer in one or
more transactions not involving a public offering, a number of shares of Common
Stock of the Parent not exceeding the lesser of (1) the number of such shares
that would then be permitted to transfer under Rule 144(e) under the Securities
Act of 1933 to be sold in a period of three months by an affiliate of the
Parent selling under Rule 144 and (2) 10 percent of the shares of Common Stock
of the Parent then owned beneficially or of record by the transferor. A Parent
Insider or affiliate of a Parent Insider may at any time transfer shares of
stock of the Parent to or for the benefit of any combination of his or her
spouse or children or to an affiliate of the transferring Parent Insider.
4. ADJUSTMENT IN NUMBER OF SHARES. In case of any merger,
consolidation, reorganization, stock split, reverse stock split, dividend in
stock or in rights to acquire stock at a price below the then market price for
the Common Stock of the Parent, then the specified number of shares set forth
in Sections 1(a) and 2 shall be adjusted to take into account such event
<PAGE> 3
and to reflect the proportionate ownership interest in the Company and its
successors following such event.
5. WAIVER OF THE "LOCK-UP" AGREEMENT. The Parent Insiders will
give prompt notice to the Woodson Stockholders of any request made by any of
the Parent Insiders or their affiliates for waiver or modification of the
"lock-up" agreement between any of the Parent Insiders and the underwriters of
Parent's initial public offering.
6. MISCELLANEOUS
(a) APPLICABLE LAW. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of
Delaware.
(b) NOTICES. Unless otherwise expressly provided
elsewhere herein, any election, notice or other communication required or
permitted to be given shall be deemed to have been given if and when delivered
personally (with receipt acknowledged) or when mailed, by first class certified
or registered mail return receipt requested, with proper postage prepaid, or
when sent by a national commercial courier service (such as Federal Express or
United Parcel Service) for next day delivery, to be confirmed in writing by
such courier, or when telegraphed or telexed: to the Parent at its registered
office, and to a Woodson Stockholder at the address set forth in the
Acquisition Agreements (as it may from time to time be changed as therein
permitted).
(c) ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties and supersedes all prior agreements and
understandings, oral or otherwise, among them with respect to the matters
contained herein and may not be modified or amended except as set forth herein.
(d) CAPTIONS, GENDER AND NUMBER. The article and section
headings herein are for convenience of references only and in no way define,
limit or describe the scope or intent of any provisions of this Agreement or in
any way affect any such provisions. Where appropriate as used herein, the
masculine gender shall be deemed to include the feminine and the neuter and the
singular number shall be deemed to include the plural and the plural number
shall be deemed to include the singular, and vice versa.
(e) SEPARABILITY. Each provision of this Agreement shall
be considered to be separable and, if, for any reason, any such provision or
any part thereof is determined to be invalid and contrary to any existing or
future applicable law, such invalidity shall not impair the operation of or
affect those portions of this Agreement that are valid, but this Agreement
shall be construed and enforced in all respect as if the invalid or
unenforceable provision had been omitted.
(f) FURTHER ACTIONS. Each party hereby agrees
hereafter to execute and deliver such further instruments and do such further
acts and things as may be required or useful to carry out or further evidence
the intent and purpose of this Agreement and which are not inconsistent with
the terms hereof. The Parent Insiders agree to cause their affiliates to
comply with all revisions of this Agreement applicable to such affiliates.
<PAGE> 4
(g) AMENDMENTS. Except as otherwise expressly provided
herein or as otherwise required by law, this Agreement may be amended or
terminated or the provisions hereof waived or suspended upon the approval of
the Parent Insiders and the Woodson Shareholders.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
PARENT:
TransCoastal Marine Services, Inc.
By: /s/ JEAN SAVOY
-----------------------------------
PARENT INSIDERS:
/s/ BILL E. STALLWORTH
--------------------------------------
Bill E. Stallworth
/s/ THAD "BO" SMITH
--------------------------------------
Thad "Bo" Smith
/s/ JOHNNIE W. DOMINGUE
--------------------------------------
Johnnie W. Domingue
/s/ G. DARCY KLUG
--------------------------------------
G. Darcy Klug
/s/ JAMES B. THOMPSON, JR.
--------------------------------------
James B. Thompson, Jr.
/s/ JEAN SAVOY
--------------------------------------
Jean Savoy
<PAGE> 5
J&D Capital Investments, L.C.
By: /s/ G. DARCY KLUG
-----------------------------------
/s/ LOUIS WOODSON
--------------------------------------
Louis Woodson
/s/ GEORGIA WOODSON
--------------------------------------
Georgia Woodson
/s/ LINDA WOODSON
--------------------------------------
Linda Woodson
/s/ CHERYL WOODSON
--------------------------------------
Cheryl Woodson
/s/ PAULA WOODSON
--------------------------------------
Paula Woodson
<PAGE> 1
EXHIBIT 99.4
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT made as of November 4, 1997 between TRANSCOASTAL MARINE
SERVICES, INC., a Delaware corporation (the "Company"), and LOUIS WOODSON (the
"Option Holder").
1. Grant of Option. Subject to the terms and conditions of this
Agreement and the 1997 Stock Option Plan (the "Plan"), the Company hereby
grants to the Option Holder effective October 29, 1997 (the "Grant Date") an
option (the "Option") to purchase 20,139 shares (the "Stock") of the common
stock of the Company, $.001 par value ("Common Stock") at a price per share of
$18.00 (the "Option Price"), subject to the limitation that said Option shall
be exercisable in increments ratably as set forth in Exhibit A hereto (the
"Vesting Schedule") determined by the number of full years of employment with
the Company from the date of grant to the date of exercise. Notwithstanding
anything in this Agreement to the contrary, the Vesting Schedule is subject to
Section 4 herein and the Board of Directors, in its sole discretion, may waive
the Vesting Schedule and, upon written notice to the Option holder, accelerate
the earliest date or dates in which any of the Options granted hereunder are
exercisable. This Agreement and the purchase of the shares of Stock hereunder
is intended and should be interpreted to qualify as an Incentive Stock Option
as that term is used in Section 422 of the Internal Revenue Code of 1986, as it
may be amended from time to time (the "Internal Revenue Code"), and any
provisions of this Agreement are hereby amended in their entirety to any extent
necessary to permit all Stock purchased hereunder to qualify for treatment as
such under Section 422 of the Internal Revenue Code.
2. Method for Exercising the Option. The vested portion of the
Option may be exercised in whole or in part only by delivery in person or
through certified or registered mail to the Company at its principal office in
New Iberia, Louisiana (attention: Corporate Secretary) of written notice
specifying the Option that is being exercised and the number of shares of Stock
with respect to which the Option is being exercised. The notice must be
accompanied by payment of the total Option Price.
The total Option Price for the Stock shall be paid in full by any of
the following methods or any combination of the following methods:
(a) In cash or by certified or cashier's check payable to
TransCoastal Marine Services, Inc.;
(b) The delivery to the Company of certificates
representing the number of shares of Common Stock then owned by the Option
Holder, the Designated Value (defined below) of which equals the Option Price
of the Stock purchased pursuant to the Option, properly endorsed for transfer
to the Company; provided, however, that no Option may be exercised by delivery
to the Company of certificates representing Common Stock, unless such Common
Stock has been held by the Option
<PAGE> 2
Holder for more than six months. (For purposes of this Agreement, the
Designated Value of any shares of Common Stock delivered in payment of the
Option Price upon exercise of the Option shall be the Designated Value as of
the exercise date, and the exercise date shall be the day of delivery of the
certificates for the Common Stock used as payment of the Option Price); or
(c) By delivery to the Company of a properly executed
notice of exercise together with irrevocable instructions to a broker to
deliver promptly to the Company, in payment of the Option Price, the amount of
the cash proceeds of the sale of shares of Common Stock or a loan from the
broker to the Option Holder sufficient, in each case, to pay the Option Price,
and in a form satisfactory to the Corporate Secretary.
Upon such notice to the Corporate Secretary and payment of the
total Option Price, the exercise of the Option shall be deemed to be effective,
and a properly executed certificate or certificates representing the Stock so
purchased shall be issued by the Company and delivered to the Option Holder.
For purposes of this Agreement, the "Designated Value" of the shares
of Stock on a given date shall mean (i) if the Stock is listed or admitted for
trading on any national securities exchange or the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotation
System, the last sale price, or if no sale occurred, the mean between the
closing high bid and low asked quotations for such date of the Stock on the
principal securities exchange on which shares of Stock are listed, (ii) if
Stock is not traded on any national securities exchange but is quoted on the
National Association of Securities Dealers, Inc. Automated Operations System,
or any similar system of automated dissemination of quotations or securities
prices in common use, the mean between the closing high bid and low asked
quotations for such day of the Stock on such system, (iii) if neither clause
(i) nor (ii) is applicable, the mean between the high bid and low asked
quotations for the Stock as reported by the National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid and
asked quotations for shares of the Stock on at least five (5) of the ten (10)
preceding days, or (iv) if none of the conditions set forth above is met, the
fair market value of shares of Stock as determined by the Board. Provided, for
purposes of determining "fair market value" of the Common Stock of the Company,
such value shall be determined without regard to any restriction other than a
restriction which will never lapse. In no event shall the fair market value of
the Stock be less than its par value.
3. Adjustment of the Option.
(a) Adjustment by Stock Split, Stock Dividend, Etc. If
at any time the Company increases or decreases the number of its outstanding
shares of Common Stock, or changes in any way the rights and privileges of its
Common Stock, by means of the payment of a stock dividend or the making of any
other distribution on such shares payable in Common Stock, or though a stock
split or subdivision of shares of Common Stock, or a consolidation or
combination of shares of Common Stock, or through a reclassification or
recapitalization involving the Common Stock, the numbers, rights and privileges
of the shares of Stock included in the Option shall be increased, decreased or
changed in like manner as if such shares of Stock had been issued and
outstanding, fully paid and non-assessable at the time of such occurrence.
(b) Dividends Payable in Stock of Another Corporation,
Etc. If at any time the Company pays or makes any dividend or other
distribution upon its Common Stock payable in
<PAGE> 3
securities or other property (except money or Stock), a proportionate part of
such securities or other property shall be set aside and delivered to the
Option Holder upon issuance of the Stock purchased at the time of the exercise
of the Option. The securities and other property delivered to the Option
Holder upon exercise of the Option shall be in the same ratio to the total
securities and property set aside for the Option Holder as the number of shares
of Stock with respect to which the Option is then exercised is to the total
shares of Common Stock subject to the Option. Prior to the time that any such
securities or other property are delivered to the Option Holder in accordance
with the foregoing, the Company shall be the owner of such securities or other
property and Option Holder shall not have the right to vote the securities,
receive any dividends payable on such securities, or in any other respect be
treated as the owner. If securities or other property which have been set
aside by the Company in accordance with this Section 3 are not delivered to the
Option Holder because the Option is not exercised, then such securities or
other property shall remain the property of the Company and shall be dealt with
by the Company as it shall determine in its sole discretion.
(c) Other Changes in Stock. In the event there shall be
any change, other than as specified in the preceding subsections 3(a) and (b),
in the number or kind of outstanding shares of Common Stock or of any stock or
other securities into which the Common Stock shall be changed or for which it
shall have been exchanged, then and if the Board of Directors of the Company
shall in its discretion determine that such change equitably requires an
adjustment in the number or kind of shares subject to the Option, such
adjustments shall be made by the Board of Directors and shall be effective for
all purposes as of this Agreement.
(d) Apportionment of Option Price. Upon any occurrence
described in the preceding subsections 3(a), (b), and (c), the aggregate Option
Price for the shares of Stock then subject to the Option shall remain unchanged
and shall be apportioned ratably over the increased or decreased number or
changed kinds of securities or other properties subject to the Option.
4. Reorganization. If the Company is merged or consolidated with
another corporation and the Company is not the surviving corporation or in case
of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or upon the liquidation or dissolution of the Company, the
Option Holder shall have the right, immediately prior to such dissolution,
liquidation, merger, consolidation or combination, to exercise, in whole or in
part, the remainder of the Option, whether or not then exercisable shall
immediately vest and become exercisable; provided, however, that the Option
Holder may only acquire that number of shares of Stock that can be acquired
without causing the Option Holder to have an "excess parachute payment" as
determined under Section 280G of the Internal Revenue Code. Notwithstanding
the foregoing provisions, after the Participant has been afforded the
opportunity to exercise the remainder of the Option as provided in this Section
4, and to the extent the remainder of the Option is not timely exercised as
provided in this Section 4, then, the terms and provisions of this Agreement
shall thereafter continue in effect, and the Option Holder shall be entitled to
exercise the remainder of the Option in accordance with the terms and
provisions of this Agreement as such Option thereafter becomes exercisable.
For purposes of this Section 4, if any merger, consolidation, or combination
occurs in which the Company is not the surviving corporation and which is the
result of a mere change in the identity, form, or place of organization of the
Company, accomplished in accordance with Section 368(a)(1)(F) of the Internal
Revenue Code, then such event shall not cause an acceleration of the
exercisability of the Option granted under this Agreement.
<PAGE> 4
5. Expiration and Termination of the Option. The Option shall
expire at 5:00 p.m. Houston, Texas, time on October 29, 2007 (the period from
the date of this Agreement to the expiration date is defined as the "Option
Period") or prior to such time as follows:
(a) Upon termination of the employment of the Option
Holder for any reason other than death, the Options exercisable as of the date
of termination may be exercised by Option Holder within three months after the
date of the termination of employment of the Option Holder.
(b) Upon termination of the employment of the Option
Holder by reason of the death of the Option Holder, the Options exercisable as
of the date of the Option Holder's death may be exercised by the personal
representative of the deceased Option Holder within three months of the date of
the Option Holder's death.
6. Transferability. The Option may not be transferred except by
will or pursuant to the laws of descent and distribution, and it shall be
exercisable during the Option Holder's life only by him, or in the event of his
disability or incapacity, by his guardian or legal representative, and after
his death, only by those entitled to do so under his will or the applicable
laws of descent and distribution.
7. Employment Agreement. In partial consideration of the
Company's granting of the Option, the Option Holder has entered into the
Employment Agreement, pursuant to which the Option Holder, among other things
has agreed to remain in the employ of the Company on the terms and conditions
stated therein.
8. Compliance with Securities Laws. Upon the acquisition of any
shares pursuant to the exercise of the Option herein granted, Option holder or
any person acting under Section 5(b) will enter into such written
representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this
Agreement.
9. Legends on Certificates. The Certificates representing the
shares of Common Stock purchased by exercise of an Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stock-transfer instructions
with respect to such shares.
10. Withholding.
(a) Arrangement for Withholding. The Option Holder
hereby agrees to make appropriate arrangements with the Company to provide for
the amount of additional tax withholding under Sections 3102 and 3402 of the
Internal Revenue Code and applicable state income tax laws resulting from the
exercise of the Option. If such arrangements are not made, the Company may
refuse to issue any Stock to the Option Holder.
(b) Withholding Election. The Option Holder may elect to
pay all such amounts of tax withholding, or any part thereof, by electing to
transfer to the Company, or to have the Company withhold from shares otherwise
issuable to the Option Holder, shares of Stock having a value equal to the
amount required to be withheld or such lesser amount as may be elected by the
Option Holder. All elections shall be subject to the approval or disapproval
of the Board of
<PAGE> 5
Directors. The value of shares of Stock to be withheld shall be based on the
Designated Value of the Stock on the date that the amount of tax to be withheld
is to be determined (the "Tax Date"). Any such election by the Option Holder
to have shares of Stock withheld for this purpose will be subject to the
following restrictions:
(i) All elections must be made prior to the Tax
Date.
(ii) All elections shall be irrevocable.
(iii) If the Option Holder is an officer or
director of the Company within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, ("Section 16"), the Option Holder must
satisfy the requirements of such Section 16 and any applicable rules thereunder
with respect to the use of Stock to satisfy such tax withholding obligation.
11. Miscellaneous.
(a) Notices. Any notice required or permitted to be
given under this Agreement shall be in writing and shall be given by first
class registered or certified mail, postage prepaid, or by personal delivery to
the appropriate party, addressed:
(i) If to the Company, to the Company at its
principal place of business at New Iberia, Louisiana (Attention: Corporate
Secretary) or at such other address as may have been furnished to the Option
Holder in writing by the Company; or
(ii) If to the Option Holder, to the Option Holder
at his address on file with the Company.
or at such other address as may have been furnished to the Company by the
Option Holder.
Any such notice shall be deemed to have been given as of the
fourth day after deposit in the United States Postal Service, postage prepaid,
properly addressed as set forth above, in the case of mailed notice, or as of
the date delivered in the case of personal delivery.
(b) Amendment. The Board of Directors may make any
adjustment in the Option Price, the number of shares of Stock subject to, or
the terms of the Option by amendment or by substitution of an outstanding
Option. Such amendment or substitution may result in terms and conditions
(including Option Price, the number of shares of Stock covered, Vesting
Schedule or Option Period) that differ from the terms and conditions of this
Option. The Board of Directors may not, however, adversely affect the rights
of the Option Holder without the consent of the Option Holder. If such action
is effective by amendment, the effective date of such amendment will be the
date of the original grant of this Option. Except as provided herein, this
Agreement may not be amended or otherwise modified unless evidenced in writing
and signed by the Company and the Option Holder.
(c) Severability. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement,
<PAGE> 6
and each other provision of this Agreement shall be severable and enforceable
to the extent permitted by law.
(d) Waiver. Any provision contained in this Agreement
may be waived, either generally or in any particular instance, by the Company.
(e) Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the Company and the Option Holder and their
respective heirs, executors, administrators, legal representatives, successors
and assigns.
(f) Rights to Employment. Nothing contained in this
Agreement shall be construed as giving the Option Holder any right to be
retained in the employ of the Company and this Agreement is limited solely to
governing the rights and obligations of the Option Holder with respect to the
Stock and the Option.
(g) Gender and Number. Except when otherwise indicated
by the context, the masculine gender shall also include the feminine gender,
and the definition of any term herein in the singular shall also include the
plural.
(h) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
giving effect to the conflicts of laws provisions thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
TRANSCOASTAL MARINE SERVICES, INC.
By: /s/ JEAN SAVOY
---------------------------------------
Jean Savoy, Director
OPTION HOLDER
/s/ LOUIS WOODSON
------------------------------------------
Louis Woodson
<PAGE> 7
EXHIBIT A
Vesting Schedule
<TABLE>
<CAPTION>
CONDITIONS TO VESTING AMOUNT EXERCISABLE
<S> <C>
Upon the continuous employment by Option Cumulative proportion of the Stock as to
Holder through the applicable date all or part of which the Option can be
indicated below: exercised after satisfaction of the
----------------------------------------- respective conditions to vesting:
-----------------------------------------
1. 10/29/1998 20%
2. 10/29/1999 40%
3. 10/29/2000 60%
4. 10/29/2001 80%
5. 10/29/2002 100%
</TABLE>
<PAGE> 1
EXHIBIT 99.5
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into
as of October 29, 1997, by and between TRANSCOASTAL MARINE SERVICES, INC., a
Delaware corporation (the "Company"), and the holders of the Registrable
Securities (as defined herein) whose names appear on the signature pages of
this Agreement under the caption "Holders" (the "Holders").
RECITALS
WHEREAS, in connection with the sale and issuance of the common stock,
par value $.001 per share (the "Common Stock"), of the Company to certain
persons, the Company has agreed to enter into this Registration Rights
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereby agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"best lawful efforts" shall mean the efforts that a
prudent business person desirous of achieving a result would use under
similar circumstances to ensure that such result is achieved as
expeditiously as possible.
"Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
"Common Stock" means the Common Stock, par value
$.001, of the Company.
"Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, or any similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"Initial Public Offering" shall mean an underwritten
public offering of Common Stock pursuant to a registration statement
filed under the Securities Act; provided, however, that the term
"Initial Public Offering" shall not include any offering pursuant to a
registration statement (i) relating to any capital stock of the
Company or options, warrants or other rights to acquire any such
capital stock issued or to be issued primarily to directors, officers
or employees of the Company or any of its affiliated corporations,
(ii) relating to any employee benefit plan or interests therein, (iii)
filed pursuant to Rule 145 under the Securities Act or any successor
or similar provision, or (iv) relating principally to any preferred
stock or debt securities of the Company.
"Registrable Securities" means any Common Stock of
the Company issued or issuable by the Company to the Holders, and
other securities issued or issuable in respect
<PAGE> 2
of the above upon any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, or similar event; excluding in
all cases, however, any Common Stock or other security transferred to
the Holder pursuant to a registration statement.
The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.
"Registration Expenses" shall mean all expenses,
other than Selling Expenses (as defined below), incurred by the
Company in complying with Sections 2.1 and 2.2 hereof, including,
without limitation, all registration, qualification and filing fees,
exchange listing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses,
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company) and the
reasonable fees and disbursements of counsel for the Holders.
"Securities Act" shall mean the Securities Act of
1933, as amended, or any similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to
the securities registered by the Holders and, except as set forth
above, all fees and disbursements of counsel for the Holders.
2. REGISTRATION RIGHTS.
2.1 Requested Registration.
(a) Request for Registration. In case the Company shall
receive from the Holders or any of them a written request that the Company
effect any registration, qualification or compliance with applicable
registration provisions of the Securities Act with respect to shares of
Registrable Securities then outstanding, the Company will, as soon as
practicable, use its best lawful efforts to effect such registration,
qualification or compliance (including, without limitation, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as may be reasonably required to permit or facilitate the sale
and distribution of all or such portion of such Registrable Securities as are
specified in such request; provided, however, that the Company shall not be
obligated to take any action to effect any such registration, qualification or
compliance pursuant to this Section 2.1:
(i) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of
process in effecting such registration, qualification
-2-
<PAGE> 3
or compliance unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act;
(ii) Prior to the first anniversary of the Initial
Public Offering;
(iii) If the Company has effected one such
registration pursuant to this subparagraph 2.1(a) and such
registration has been declared or ordered effective;
(iv) If the Company shall furnish to Holders a
certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the Board of
Directors of the Company it would be seriously detrimental to the
Company or its shareholders for a registration statement to be filed
in the near future, or that delay in the filing of any registration
statement is necessary in light of a pending corporate development,
then the Company's obligation to use its best lawful efforts to
register, qualify or comply under this Section 2.1 shall be deferred
(with respect to any demand for registration hereunder) for a period
not to exceed ninety (90) days from the date of receipt of written
request from the Holders, provided that the Company cannot, pursuant
to this Section 2.1(a)(iv), delay implementation of a demand for
registration more than once in any twelve (12) month period; or
(v) If the registration or qualification
requested does not relate to at least fifty percent (50%) of all
Registrable Securities held by at least one of the Holders.
Subject to the foregoing clauses (i) through (v), the Company
shall file a registration statement covering the Registrable Securities so
requested to be registered as soon as practicable after receipt of the request
of the Holders and within sixty (60) days of such request.
(b) Underwriters. In the event that a registration
pursuant to Section 2.1 is for a registered public offering involving an
underwriting, the Company shall have the sole right to select the managing
underwriters subject to the consent of the Holders, which consent shall not be
unreasonably withheld.
(c) Joinder of Company and Other Security Holders. In
any registration requested pursuant to this Section 2.1, the Company shall be
entitled to register securities for sale for its own account or for the account
of any other holder or holders of Company securities with rights to include
their securities in such registration, provided that (i) if the registration is
a registered public offering involving an underwriting and the managing
underwriters in good faith determine that the number of securities proposed to
be included in such registration by the Company or such other holders exceeds
the number which can be sold in such offering without adversely affecting the
marketability of such offering, the managing underwriters shall be entitled to
cut back the number of securities to be included in such registration by first,
such other holders and, second, the Company; or (ii) if such registration is
not a registered public offering involving an underwriting, and the Holders and
the Company in good faith determine that the number of securities proposed to
be included in such
-3-
<PAGE> 4
registration by the Company or such other holders exceeds the number which can
be sold in such offering without adversely affecting the marketability of such
offering, the Holders and the Company shall be entitled to cut back the number
of such securities to be sold in such registration by, first, such holders and,
second, the Company.
2.2 Company Registration.
(a) Notice of Registration. If, at any time after six
(6) months following the Initial Public Offering, the Company shall determine
to register any of its securities, either for its own account or the account of
a security holder or holders, other than a registration (i) on Form S-4 or S-8
or any successor or similar form, (ii) relating to any capital stock of the
Company under options, warrants or other rights to acquire any such capital
stock issued or to be issued primarily to directors, officers or employees of
the Company, or any of its subsidiaries or affiliates, (iii) filed pursuant to
Rule 145 under the Securities Act or any successor or similar provision, (iv)
relating to any employee benefit plan or interests therein, or (v) relating
principally to preferred stock or debt securities of the Company (collectively,
the offerings described in items (i) through (iv) above are "Exempt
Offerings"), the Company will:
(i) promptly give to the Holders written notice
thereof, and
(ii) use its best lawful efforts to include in
such registration (and any related qualification under blue sky laws
or other compliance), and in any underwriting involved therein, all
the Registrable Securities specified in a written request made within
fifteen (15) days after receipt of such written notice from the
Company, by each Holder.
(b) Underwriting. If a Holder has requested the
inclusion of Registrable Securities in such Registration, the Holder shall
enter into any underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company.
Notwithstanding anything herein to the contrary, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit
some or all of the Registrable Securities that may be included in the
registration and underwriting as follows:
(i) the securities held by holders of Company
securities whose rights to include their securities in such
registration are junior to the Holder shall be cut back first in
proportion to their respective holdings to the extent required by such
limitation;
(ii) thereafter, if a limitation is still required
(after eliminating in their entirety from such registration the
securities held by holders of Company securities whose rights to
include their securities in such registration are junior to the
Holder), the number of Registrable Securities and the number of other
Company securities ("Other Registrable Securities") held by holders
("Other Registrable Securities Holders") of Company securities
-4-
<PAGE> 5
whose rights to include their Other Registrable Securities in such
registration are not junior to the Holder that may be included in the
registration by the Holder and the Other Registrable Securities
Holders shall be cut back, as nearly as practicable, in proportion to
the respective amounts, as nearly as practicable, of Registrable
Securities and Other Registrable Securities requested to be included
in such registration by the Holder and such Other Registrable
Securities Holders. To facilitate the allocation of shares in
accordance with the above provisions, the Company may round the number
of shares allocable to the Holder or any Other Registrable Securities
Holders to the nearest one hundred (100) shares.
If the Holder disapproves of the terms of any such
underwriting, the Holder may elect to withdraw his Registrable Securities from
the registration statement covering such offering by written notice to the
Company and the managing underwriter, delivered not less than seven (7) days
before the effective date of such registration statement. Any Registrable
Securities withdrawn from such underwriting shall be withdrawn from such
registration, and shall be withdrawn from the market for a period of one
hundred twenty (120) days after the effective date of the registration
statement relating thereto, or such other shorter period of time as the
underwriters may require. If the Holders withdraws their Registrable
Securities from such a registration or is excluded therefrom or are cut back by
more than 50% of the Registrable Securities requested to be included in such
registration, they shall not be deemed to have exercised their rights under
Section 2.2(b) for purposes of Section 2.2(d) hereof.
(c) Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 2.2 prior to the effectiveness of such registration whether or not
a Holder has elected to include securities in such registration.
(d) Limitation of Rights. The Holders shall be permitted
to exercise the rights granted to a Holder pursuant to this Section 2.2 a
maximum of two (2) times; provided, however, that any registration requested
pursuant to this Section 2.2 shall include at least 10,000 shares of
Registrable Securities (as adjusted for any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization or similar event).
2.3 Expenses of Registration. All Registration Expenses shall be
borne by the Company. Unless otherwise agreed by the Company, all Selling
Expenses relating to securities registered on behalf of a Holder shall be borne
by the Holder pro rata on the basis of the number of shares so registered.
2.4 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense, the Company will:
(a) Subject to Section 2.2(c), prepare and file with the
Commission a registration statement with respect to such securities and use its
best lawful efforts to cause such registration
-5-
<PAGE> 6
statement to become and remain effective for at least ninety (90) days or until
the distribution described in the Registration Statement has been completed;
(b) Furnish to each underwriter such number of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such
underwriter may reasonably request in order to facilitate the public sale of
the shares by such underwriter, and promptly furnish to each underwriter and
Holder notice of any stop-order or similar notice issued by the Commission or
any state agency charged with the regulation of securities;
(c) Use its best lawful efforts to cause all Registrable
Securities included in such registration to be listed or authorized for
inclusion on each securities exchange or similar trading system on which
similar securities issued by the Company are then listed or authorized for
trading;
(d) Furnish to counsel, if any, selected by the Holder of
the Registrable Securities covered by such registration statement copies of all
documents proposed to be filed with the SEC in connection with such
registration;
(e) Furnish to the Holder of Registrable Securities
covered by such registration statement, without charge, such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case, including all exhibits and documents filed
therewith (other than those filed on a confidential basis) as Holder may
reasonably request, except that the Company shall not be obligated to furnish
any such Holder with more than eight copies of such exhibits and documents, and
such number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus) in
conformity with the requirement of the Securities Act, as such Holder may
reasonably request in order to facilitate the disposition of the securities
owned by such Holder;
(f) Subject to Section 2.1(a)(i) hereof, use best lawful
efforts to register or qualify the Registrable Securities covered by such
registration statement under the securities or blue sky laws of such states
within the United States as the Holder shall reasonably request, provided that
the Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any state wherein it is not so
qualified, or take any action which would subject it to general service of
process in any state wherein it is not so subject;
(g) (i) Notify the Holder of Registrable Securities
covered by such registration statement if, to its knowledge, such registration
statement, at the time it or any amendment thereto became effective, contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and, as promptly as practicable, prepare and file with the SEC a
post- effective amendment to such registration statement and use its reasonable
lawful efforts to cause such post-effective amendment to become effective such
that such registration statement, as so amended, shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary
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<PAGE> 7
to make the statements therein not misleading, and (ii) notify the Holder of
Registrable Securities covered by such registration statement, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, if, to its knowledge, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and, as promptly as practicable,
prepare and furnish to the Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and
(h) Notify the Holder of any Registrable Securities
covered by such registration statement (i) when such registration statement, or
any post-effective amendment to such registration statement, shall have become
effective, or any amendment of or supplement to the prospectus used in
connection therewith shall have been filed, (ii) of any request by the SEC to
amend such registration statement or to amend or supplement such prospectus or
for additional information, (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of such registration statement or of any order
preventing or suspending the use of any preliminary prospectus, and (iv) of the
suspension of the qualification of such securities for offering or sale in any
jurisdiction, or of the institution of any proceeding for any of such purposes.
2.5 Indemnification.
(a) To the extent permitted by law, the Company will
indemnify a Holder participating in a registration pursuant to this Agreement,
each of its officers and directors and partners, and each person controlling
the Holder within the meaning of Section 15 of the Securities Act, with respect
to which registration, qualification or compliance has been effected pursuant
to this Agreement, and each underwriter, if any, and each person who controls
any underwriter within the meaning of Section 15 of the Securities Act, against
all expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, to the extent such expenses, claims,
losses, damages or liabilities arise out of or are based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, or any violation by the Company of the Securities Act or
any rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse the Holder, each of its officers and directors,
and each person controlling the Holder, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or
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<PAGE> 8
action, provided, however, that the indemnity contained herein shall not apply
to amounts paid in settlement of any claim, loss, damage, liability or expense
if settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), provided further, that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by the Holder,
controlling person or underwriter specifically for use therein.
Notwithstanding the foregoing, insofar as the foregoing indemnity relates to
any such untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the registration
statement becomes effective or in the final prospectus filed with the
Commission pursuant to Rule 424 of the Commission, the indemnity agreement
herein shall not inure to the benefit of any underwriter or (if there is no
underwriter) the Holder if a copy of the final prospectus filed pursuant to
Rule 424 was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such furnishing is required
by the Securities Act.
(b) To the extent permitted by law, each Holder will, if
Registrable Securities owned by the Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify the Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such a registration statement, each
Other Registrable Securities Holder, if any, and each person who controls the
Company, such Other Registrable Securities Holder or such underwriter within
the meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or threatened, to
the extent such expenses, claims, losses, damages or liabilities arise out of
or are based on any untrue statement (or alleged untrue statement) by the
Holder of a material fact contained in any such registration statement,
prospectus, or any amendment or supplement thereto, incident to any such
registration statement, prospectus, or any amendment or supplement thereto or
other document, or based on any omission by the Holder (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Holder of
any rule or regulation promulgated under the Securities Act applicable to the
Holder and relating to action or inaction required of the Holder in connection
with any such registration, qualification or compliance, and the Holder will
reimburse the Company, such directors, officers, underwriters or control
persons for any legal or other expenses reasonably incurred in connection with
defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, or any amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company by the Holder specifically for use therein; provided, however, that the
indemnity contained herein shall not apply to amounts paid in settlement of any
claim, loss, damage, liability or expense if settlement is effected without the
consent of the Holder from whom such payment is sought (which consent shall not
be unreasonably withheld). Notwithstanding the foregoing, the liability of the
Holder under this subsection (b) shall be limited to an amount equal to the net
proceeds from the sale of the shares sold by the Holder,
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<PAGE> 9
unless such liability arises out of or is based on intentional misstatements by
the Holder. In addition, insofar as the foregoing indemnity relates to any
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the registration
statement becomes effective or in the final prospectus filed pursuant to Rule
424 of the Commission, the indemnity agreement herein shall not inure to the
benefit of the Company, any underwriter or any Other Registrable Securities
Holder if a copy of the final prospectus filed pursuant to Rule 424 was not
furnished to the person or entity asserting the loss, liability, claim or
damage at or prior to the time such furnishing is required by the Securities
Act.
(c) Each party entitled to indemnification under this
Section 2.5 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure
to give such notice is materially prejudicial to an Indemnifying Party's
ability to defend such action and provided further, that the Indemnifying Party
shall not assume the defense for matters as to which there is a conflict of
interest or separate or different defenses. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
indemnified Party, consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. No Indemnified Party shall
consent to entry of any judgment or enter into any settlement without the
consent of each Indemnifying Party.
(d) If the indemnification provided for in this Section
2.5 is unavailable to an Indemnified Party in respect of any losses, claims,
damages or liabilities referred to herein, then each Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and all shareholders
offering securities in the offering (the "Selling Shareholders") on the other
from the offering of the Company securities, or (ii) if the allocation provided
by the clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and
the Selling Shareholders on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Selling Shareholders on the
other shall be the net proceeds from the offering (before deducting expenses)
received by the Company on the one hand and the Selling Shareholders on the
other. The relative
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<PAGE> 10
fault of the Company on the one hand and the Selling Shareholders on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Selling Shareholders and the parties' relevant intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holder agree that it would not be just and equitable if
contribution pursuant to this Section 2.5(d) were based solely upon the number
of entities from whom contribution was requested or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 2.5(d). The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages and liabilities referred to
above in this Section 2.5(d) shall be deemed to include any legal or other
expenses reasonably incurred by such Indemnified Party in connection with
defending any such action or claim, subject to the provisions of Section 2.5(c)
hereof. Notwithstanding the provisions of this Section 2.5(d) or any other
provision of this Article 2, the Holder shall not be required to contribute any
amount or make any other payments under this Agreement which in the aggregate
exceeds the net proceeds received in the offering by the Holder. No person
guilty of fraudulent misrepresentation (within the meaning of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
(e) Notwithstanding the foregoing provisions of this
Section 2.5, if pursuant to an underwritten public offering of capital stock of
the Company, the Company, the selling shareholders and the underwriters enter
into an underwriting or purchase agreement relating to such offering which
contains provisions covering indemnification among the parties thereto in
connection with such offering, the indemnification provisions of this Section
2.5, to the extent they are in conflict therewith, shall be deemed inoperative
for the purpose of such offering, except as to any parties to this Agreement
who are not parties to such subsequent underwriting or purchase agreement.
2.6 Certain Information.
(a) As a condition to exercising the registration rights
provided for herein, each Holder, with respect to any Registrable Securities
included in any registration, shall furnish the Company such information
regarding the Holder, the Registrable Securities and the distribution proposed
by the Holder as the Company may reasonably request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in Section 2.
(b) Each Holder, with respect to any Registrable
Securities included in any registration, shall cooperate in good faith with the
Company and its underwriters, if any, in connection with such registration,
including placing such shares in escrow or custody to facilitate the sale and
distribution thereof.
(c) Each Holder, with respect to any Registrable
Securities included in any registration, shall make no further sales or other
dispositions, or offers therefor, of such shares under such registration
statement if, during the effectiveness of such registration statement, the
Holder is
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<PAGE> 11
informed that an intervening event has occurred which, in the opinion of
counsel to the Company, makes the prospectus included in such registration
statement no longer comply with the Securities Act until such time as the
Holder has received from the Company copies of a new, amended or supplemented
prospectus complying with the Securities Act.
2.7 Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration, after the Initial Public Offering of the Common Stock of the
Company, the Company agrees to use its best lawful efforts to:
(a) Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act, at all
times after the effective date that the Company becomes subject to the
reporting requirements of the Securities Act or the Exchange Act;
(b) File with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements); and
(c) So long as any Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of said
Rule 144 (at any time after ninety (90) days after the effective date of the
first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without
registration.
2.8 Transfer of Registration Rights. The rights granted to the
Holder hereunder may not be assigned or transferred by any Holder, but may be
exercised by the estate or legal representative of a Holder and may be
transferred to heirs and legatees.
2.9 Standstill Agreement.
(a) Each Holder agrees upon request of the underwriter(s)
managing any underwritten public offerings of the Company's securities in which
any of such Holder's Registrable Securities have been registered, not to sell,
make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any equity securities of the Company (other than those
included in the registration) without the prior written consent of such
underwriter(s), for such period of time (not to exceed 180 days) following the
effective date of the registration statement relating to each such underwritten
public offering as may be requested by the underwriter(s).
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<PAGE> 12
(b) Except for Exempt Offerings or in connection with the
acquisition by the Company of another company or business, the Company shall
not offer to sell or sell any shares of its capital stock during the 90-day
period immediately following the commencement of an underwritten public
offering of shares of Registrable Securities pursuant to a request for
registration under Section 2.1 above.
3. MISCELLANEOUS.
3.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
3.2 Successors and Assigns. Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
3.3 Entire Agreement; Amendment. This Agreement shall constitute
the full and entire understanding and agreement between the parties with regard
to the subject hereof. Except as expressly provided herein, this Agreement, or
any provision hereof, may be amended, waived, discharged or terminated upon the
written consent of the Company and the Holders.
3.4 Notices, Etc. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger
including Federal Express or similar courier service, addressed (a) if to a
Holder, at such person's address set forth on the signature page hereof, or at
such other address as such party shall have furnished to the Company in
writing, or (b) if to the Company, at 3535 Briarpark, Suite 210, Houston, Texas
77042, ATTN: Corporate Secretary, or at such other address as the Company shall
have furnished to the other parties hereto.
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective upon receipt.
3.5 Delays or Omissions. Except as expressly provided herein, no
delay or omission to exercise any right, power, or remedy accruing to any party
to this Agreement shall impair any such right, power or remedy of such party
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.
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<PAGE> 13
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
3.7 Validity. In the event that any provisions hereof are held to
be invalid, illegal or against public policy, the remaining provisions hereof
shall not be affected thereby. In such event, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible with respect to those provisions
which were held to be invalid, illegal or against public policy.
3.8 Construction. Each party to this Agreement has had the
opportunity to review this Agreement with legal counsel. This Agreement shall
not be construed or interpreted against any party on the basis that such party
drafted or authored a particular provision, parts of or the entirety of this
Agreement.
3.9 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this agreement effective
as of the date first set forth above.
"COMPANY"
TRANSCOASTAL MARINE SERVICES, INC.
BY: /s/ JEAN SAVOY
----------------------------------------
JEAN SAVOY, DIRECTOR
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<PAGE> 14
"HOLDERS"
/s/ LOUIS WOODSON
-------------------------------------------
LOUIS WOODSON
ADDRESS: 205 Shannon Road
-----------------------------------
Lafayette, Louisiana 70503
-------------------------------------------
/s/ LINDA WOODSON
-------------------------------------------
LINDA WOODSON
ADDRESS: 122 Shannon Road
-----------------------------------
Lafayette, Louisiana 70503
-------------------------------------------
/s/ PAULA WOODSON
-------------------------------------------
PAULA WOODSON
ADDRESS: 501 Woodvale Avenue
-----------------------------------
Lafayette, Louisiana 70503
-------------------------------------------
/s/ CHERYL WOODSON
-------------------------------------------
CHERYL WOODSON
ADDRESS: 102 Shannon Road
-----------------------------------
Lafayette, Louisiana 70503
-------------------------------------------
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<PAGE> 1
EXHIBIT 99.6
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.001 per
share, of Common Stock of TransCoastal Marine Services, Inc. and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
this 14th day of November, 1997.
s/ Louis Woodson
------------------------------------
LOUIS WOODSON
s/ Georgia Woodson
------------------------------------
GEORGIA WOODSON
