As filed with the Securities and Exchange Commission on July 21, 1999.
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HORIZON OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2500 CITYWEST BOULEVARD, SUITE 2200 76-0487309
(State or other HOUSTON, TEXAS 77042 (I.R.S. Employer
jurisdiction of (713) 361-2600 Identification Number)
incorporation (Address, including zip code,
or organization) and telephone number, including
area code, of registrant's
principal executive offices)
DAVID W. SHARP
CHIEF FINANCIAL OFFICER
2500 CITYWEST BOULEVARD SUITE 2200
HOUSTON, TEXAS 77042
(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
(504) 582-8000
---------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
---------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. __
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. _x_
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. __
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. __
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered <1> share <2> price <2> registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 133,300 shares $7.9375 $1,058,068.75 $295
===================================================================================================================================
</TABLE>
<1> Also registered hereby are such additional and indeterminable number of
shares as may become issuable due to adjustments for changes resulting
from stock dividends, stock splits and similar changes.
<2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(C) under the Securities Act of 1933, based on the
average of the high and low prices per share of the common stock as
reported on the Nasdaq National Market on July 16, 1999.
---------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
PROSPECTUS
HORIZON OFFSHORE, INC.
This prospectus relates to 133,300 shares of our common stock that
may be offered from time to time by the selling stockholders, listed
under the heading "Selling Stockholders."
We are registering these shares to provide the selling stockholders
with freely transferable securities, but this registration does not
necessarily mean that the selling stockholders will offer or sell the
shares. We will not receive any proceeds from the sale of our common
stock by the selling stockholders.
Our common stock is traded on the Nasdaq National Market under the
symbol "HOFF." On July 20, 1999, the last reported sale price of our
common stock on the Nasdaq National Market was $7.875 per share. The
selling stockholders may offer their shares from time to time in
transactions on the Nasdaq stock market at prices prevailing at the time
of the sale.
---------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------------
The date of this prospectus is July __, 1999.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy that information at the
public reference room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. You may call the SEC at 1-800-SEC-0330 for more information about the
public reference room. The SEC also maintains an Internet site that contains
reports, proxy and information statements and other information regarding
registrants, like us, that file reports with the SEC electronically. The SEC's
Internet address is http://www.sec.gov.
We have filed a registration statement and related exhibits with the SEC to
register the common stock offered by this prospectus. The registration
statement contains additional information about us. You may inspect the
registration statement and exhibits without charge at the SEC's public
reference room, and you may obtain copies from the SEC at prescribed rates.
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
to documents on file with the SEC. The information incorporated by reference
is considered to be a part of this prospectus. In addition, information we
file with the SEC in the future will automatically update and supersede
information contained in this prospectus.
We incorporate by reference the following documents that we have filed with
the SEC under the Securities Exchange Act of 1934:
* Our annual report on Form 10-K for the fiscal year ended December 31,
1998;
* Our quarterly report on Form 10-Q for the quarter ended March 31, 1999;
* The description of our common stock included in our registration
statement on Form 8-A under the Securities Exchange Act filed January 22,
1998 and effective April 1, 1998, by incorporation by reference to the
description of our capital stock provided under the heading "Description of
Capital Stock" of our registration statement on Form S-1 (Registration No.
333-43965); and
* All documents filed by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act after the date of this prospectus
and prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these
filings. You may request copies by writing or telephoning us at:
Horizon Offshore, Inc.
2500 CityWest Boulevard, Suite 2200
Houston, Texas 77042
Attn: Investor Relations
(713) 361-2600
YOU SHOULD RELY ONLY ON INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH
DIFFERENT INFORMATION.
THE COMPANY
We provide marine construction services to the offshore oil and gas industry
primarily in the United States Gulf of Mexico. Our marine fleet installs
marine pipelines to transport oil and gas from newly installed production
platforms and other subsea production systems, and installs and salvages
production platforms and other marine structures.
We have assembled a fleet of eleven vessels, ten of which are operational,
with one vessel currently under refurbishment. Our fleet is capable of a wide
range of marine construction activities, including:
* Installing up to 48-inch pipelines and small diameter rigid and
coiled-line pipe in water depths up to 800 feet;
* Providing pipebury and all other services necessary to commence
transporting oil and gas through an installed pipeline; and
* Installing and salvaging production platforms and other marine
structures.
Our management believes that our fleet allows us to compete in the United
States Gulf of Mexico for substantially all pipeline installation projects in
shallow water depths of 200 feet and less and a substantial number of projects
in intermediate water depths of between 200 and 800 feet.
Our company was incorporated in Delaware in December 1995 but we did not
commence operations until March 1996. In April 1998, we completed the initial
public offering of shares of our common stock.
SELLING STOCKHOLDERS
We issued the 133,300 shares of common stock offered by this prospectus to
Terry Offshore, L.L.C., a Louisiana limited liability company, in exchange for
our acquisition of a pipelay barge. Terry Offshore subsequently transferred
all of these shares to its members, the selling stockholders. In connection
with the acquisition, we agreed to file a registration statement with the SEC
under the Securities Act of 1933 to register all these shares.
The table below provides you with the following information:
* the names of the selling stockholders;
* the number of shares each selling stockholder beneficially owns prior
to this offering; and
* the number of shares offered by each selling stockholder under this
prospectus.
We do not know when or in what amount the selling stockholders may offer
shares for resale and we cannot assure you that the selling stockholders will
sell any or all of the shares offered by this prospectus. Accordingly, we
cannot give you an estimate of the number of shares that will be held by each
stockholder after completion of this offering. The selling stockholders
may from time to time offer the shares of common stock offered by this
prospectus.
<TABLE>
<CAPTION>
Number of
shares beneficially owned Number of
Name of selling stockholder before offering <1> shares offered
- --------------------------- --------------------------- --------------
<S> <C> <C>
Steve Orlando 1,938 1,938
Peter A. Barbara 7,752 7,752
Albert Smith 7,752 7,752
E. Donald Terry 8,946 8,946
Little Hook, L.L.C. 13,567 13,567
William L. Kiely 18,669 18,669
Robert H. Gruy 18,669 18,669
James W. Hodges 18,669 18,669
Gerald D. Broussard 18,669 18,669
Sylvan Schwartz, Jr. 18,669 18,669
</TABLE>
<1>Based on information available to us as of July 20, 1999, the selling
stockholders have advised us that they have sole voting and investment power
with respect to the shares beneficially owned by them.
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell their shares of common stock
offered under this prospectus from time to time in ordinary brokerage
transactions on the Nasdaq National Market or any other principal securities
exchange on which our common stock is then trading at prices prevailing at the
time of these sales. From time to time, the selling stockholders may engage in
short sales, or short sales against the box, of these shares of common stock.
We expect that brokers executing orders will charge normal commissions, and
the proceeds to the selling stockholders will be net of brokerage commissions.
The selling stockholders will pay their own out-of-pocket expenses. We will
pay all expenses of preparing and reproducing this prospectus, including
expenses of compliance with state securities laws and filing fees with the SEC.
We will not receive any proceeds of the sale of any shares of common stock
offered under this prospectus.
The selling stockholders and any dealers or agents participating in the
distribution of the offered shares may be deemed "underwriters" within the
meaning of the Securities Act of 1933, and any profit on the sale of the
offered shares by the selling stockholders and any commissions received by any
broker-dealers may be deemed to be underwriting commissions under the
Securities Act.
LEGAL MATTERS
The validity of the shares of our common stock being offered hereby will be
passed upon for us by Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P., New Orleans, Louisiana.
EXPERTS
The financial statements as of December 31, 1998 and for the year then
ended, incorporated by reference in the registration statement of which this
prospectus forms a part, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of that firm as experts in
giving said reports.
============================== ==========================
Prospective investors may
rely only on the information
contained in this prospectus. Horizon Offshore, Inc.
We have not authorized anyone
to provide prospective
investors with different or ----------
additional information. This
prospectus is not an offer to PROSPECTUS
sell, nor is it seeking an
offer to buy these securities ----------
in any jurisdiction where the
offer is not permitted. The
information contained in this
prospectus is correct only as
of the date of this --------
prospectus, regardless of the Common Stock
time of the delivery of this --------
prospectus or any sale of
these securities.
_______________
TABLE OF CONTENTS July __, 1999
PAGE
Where You Can Find More
Information . . . . . . . 2
The Company . . . . . . . 3
Selling Stockholders. . . 4
Legal Matters . . . . . . 5
Experts . . . . . . . . . 5
============================== ==========================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses payable by Horizon Offshore, Inc. (the
"Company") in connection with the issuance and distribution of the common stock
of the Company registered hereunder are as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . $ 295
Legal fees and expenses. . . . . . . . . 5,000
Accounting fees and expenses . . . . . . 5,000
Total . . . . . . . . . . . . . . . $ 10,295
=========
</TABLE>
ITEM 15. 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 16. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Company's
registration statement on Form S-1 (Registration No. 333-43965)).
4.2 - Bylaws of the Company, as amended (incorporated herein by
reference to Exhibit 3.2 to the Company's registration statement
on Form S-1 (Registration No. 333-43965)).
4.3 - Specimen Common Stock certificate (incorporated herein by
reference to Exhibit 4.2 to the Company's registration statement
on Form S-1 (Registration No. 333-43965)).
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).
24 - Power of Attorney (included in the signature pages to this
registration statement).
ITEM 17. 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
(2) Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(3) 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.
(4) 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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 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.
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-3 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 19, 1999.
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 19, 1999
-------------------------
Jonathan D. Pollock
/S/ Bill J. Lam President and Director July 20, 1999
----------------------- (Principal Executive Officer)
Bill J. Lam
/S/ David W. Sharp Chief Financial Officer July 19, 1999
----------------------- (Principal Financial and
David W. Sharp Accounting Officer)
/S/ James Devine Director July 21, 1999
-----------------------
James Devine
/S/ Gunnar Hirsti Director July 21, 1999
-----------------------
Gunnar Hirsti
/S/ Edward L. Moses,Jr. Director July 20, 1999
-----------------------
Edward L. Moses, Jr.
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
4.1 - Company's registration statement on Form S-1 (incorporated herein
by reference to Exhibit 3.1 to the Company's registration statement
on Form S-1 (Registration No. 333-43965)).
4.2 - Bylaws of the Company (incorporated herein by reference to Exhibit
3.2 to the Company's registration statement on Form S-1
(Registration No. 333-43965)).
4.3 - Specimen Common Stock certificate (incorporated herein by reference
to Exhibit 4.2 to the Company's registration statement on Form S-1
(Registration No. 333-43965)).
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).
24 - Power of Attorney (included in the signature pages to this
registration statement).
EXHIBIT 5
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
July 21, 1999
Horizon Offshore, Inc.
2500 CityWest Boulevard
Suite 2200
Houston, Texas 77042
RE: Horizon Offshore, Inc.
Registration Statement on Form S-3
133,300 shares of Common Stock
Gentlemen:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed by
you with the Securities and Exchange Commission under the Securities Act of
1933, on or about the date hereof, with respect to the registration of
133,300 shares of common stock, $1.00 par value per share (the "Shares"),
of the selling stockholders, as described therein.
In so acting, we have examined originals, or photostatic or certified
copies, of such records of the Company, certificates of officers of the
Company and of public officials, and such other documents as we have deemed
relevant. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such documents.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and validly issued and are fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus
included therein under the caption "Legal Matters." In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the general rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/S/ Jones, Walker, Waechter, Poitevent
Carrere & Denegre, L.L.P.
-----------------------------------
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
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 February 26, 1999 included in Horizon Offshore Inc.'s Form 10-K for
the year ended December 31, 1998 and to all references to our firm included
in this registration statement.
/S/ Arthur Andersen LLP
- ------------------------
Arthur Andersen LLP
Houston, Texas
July 20, 1999
