As filed with the Securities and Exchange Commission on July 29, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
HORIZON OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0494934
(State or other jurisdiction (I.R.S. Employer
of incorporation or organizaiton) Identification No.)
2500 CITYWEST BOULEVARD, SUITE 2200
HOUSTON, TEXAS 77042
(address, including zip code,
of Registrant's principal executive offices)
STOCK INCENTIVE PLAN OF HORIZON OFFSHORE, INC.
AND
STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS TO A
DIRECTOR
(Full title of the plans)
__________
DAVID W. SHARP
CHIEF FINANCIAL OFFICER
HORIZON OFFSHORE, INC.
2500 CITYWEST BOULEVARD, SUITE 2200
(713) 361-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per unit aggregate offering price registration fee
- -------------------- ------------- ----------------------- ------------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value per share)... 750,000 shares $ 13.00(2) $ 9,750,000(2) $ 2,876.25(2)
1,200,000 SHARES $ 8.43 $ 10,116,000 $ 2,984.22(3)
----------------- -------- -------------- -------------
Total Common Stock .......... 1,950,000 shares
</TABLE>
_______________________________________________________________________________
(1)Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a) under
the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
based on the price at which outstanding options may be exercised.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, based on
the average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on July 24, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Horizon Offshore, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:
(a) The Company's Prospectus dated April 1, 1998 filed pursuant to Rule
424(b) under the Securities Act of 1933;
(b) The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's current reports on Form 8-K filed with the Commission
on April 30, 1998 and June 11, 1998; and
(d) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed January 22, 1998 and
effective April 1, 1998, by incorporation by reference to the description of
capital stock provided under the heading "Description of Capital Stock" of the
Company's Registration Statement on Form S-1 (Registration No. 333-43965).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold shall,
except to the extent otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate") contains
provisions eliminating the personal liability of the directors to the Company
and its stockholders for monetary damages for breaches of their fiduciary
duties as directors to the fullest extent permitted by the Delaware General
Corporation Law. By virtue of these provisions, under current Delaware law a
director of the Company will not be personally liable for monetary damages for
a breach of his or her fiduciary duty except for liability for (a) a breach of
his or her duty of loyalty to the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases or redemptions that are
unlawful under Delaware law and (d) any transaction from which he or she
receives an improper personal benefit. In addition, the Certificate provides
that if a Delaware law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors as
directors and not in any other corporate capacity, such as officers, and limit
liability only for breaches of fiduciary duties under Delaware corporate law
and not for violations of other laws such as the federal securities laws.
The Company's By-laws require the Company to indemnify its directors and
officers against certain expenses and costs, judgments, settlements and fines
incurred in the defense of any claim, including any claim brought by or in the
right of the Company, to which they were made parties by reason of being or
having been directors and officers, subject to certain conditions and
limitations.
In addition, each of the Company's directors has entered into an
indemnity agreement with the Company, pursuant to which the Company has agreed
under certain circumstances to purchase and maintain directors' and officers'
liability insurance. The agreements also provide that the Company will
indemnify the directors against any costs and expenses, judgments, settlements
and fines incurred in connection with any claim involving a director by reason
of his position as director that are in excess of the coverage provided by such
insurance, provided that the director meets certain standards of conduct.
Under the indemnity agreements, the Company is not required to purchase and
maintain directors' and officers' liability insurance if it is not reasonably
available or, in the reasonable judgment of the Board of Directors, there is
insufficient benefit to the Company from the insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
ITEM 9.UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 29, 1998.
HORIZON OFFSHORE, INC.
By: /S/ DAVID W. SHARP
------------------------------
David W. Sharp
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints each of Jonathan D. Pollock, David
W. Sharp and Bill J. Lam, or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JONATHAN D. POLLOCK Chairman of the Board July 29, 1998
-------------------------
Jonathan D. Pollock
/S/ BILL J. LAM President and Director July 29, 1998
-------------------- (Principal Executive Officer)
Bill J. Lam
/S/ DAVID W. SHARP Chief Financial Officer July 29, 1998
--------------------- (Principal Financial and
David W. Sharp Accounting Officer)
/S/ JAMES DEVINE Director July 29, 1998
--------------------
James Devine
/S/ GUNNAR HIRSTI Director July 29, 1998
--------------------
Gunnar Hirsti
/S/ EDWARD L. MOSES, JR. Director July 29, 1998
---------------------------
Edward L. Moses, Jr.
J ONES, W ALKER EXHIBIT 5
W aechter, Poitevent
Carrere & Denegre, L.L.P.
July 29, 1998
Horizon Offshore, Inc.
2500 City West Boulevard
Suite 2200
Houston, TX 77042
Ladies and Gentlemen:
We have acted as counsel for Horizon Offshore, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
issuance by the Company of 1,900,000 shares of the common stock of the
Company, $1.00 par value per share (the "Common Stock"), pursuant to the
terms of the Stock Incentive Plan (the "Plan") and 50,000 shares of Common
Stock pursuant to the terms of a stock option agreement (the "Agreement")
between Edward L. Moses, Jr. and the Company.
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued on the
terms described in the Plan and Agreement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ WILLIAM B. MASTERS
------------------------
William B. Masters
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 16, 1998, included in the Prospectus dated April 1, 1998
filed by Horizon Offshore, Inc. pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and to all references to our Firm
included in this registration statement.
Arthur Andersen LLP
Houston, TX
July 29, 1998
