As filed with the Securities and Exchange Commission on May 30, 2000.
Registration No. 333- 83401
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 (713) 361-2600 Identification Number)
of incorporation (Address, including zip code, and
or organization) 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
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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. [ ]
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THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933.
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<PAGE>
The purpose of this Post-Effective Amendment No. 1 (this "Amendment")
to the Registration Statement on Form S-3 (Registration No. 333-83401) (the
"Registration Statement"), of Horizon Offshore, Inc., a Delaware
corporation is to deregister all securities registered pursuant to the
Registration Statement that remain unsold as of the date of this Amendment
is filed.
<PAGE>
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)).
<PAGE>
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, Carr<e`>re &
Den<e`>gre, 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).
__________________
*Previously filed.
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.
<PAGE>
(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.
<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-3 and has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on May
30, 2000.
HORIZON OFFSHORE, INC.
By: /S/ David W. Sharp
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David W. Sharp
Executive Vice President and
Chief Financial Officer
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
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/S/ Jonathan D. Pollock* Chairman of the Board May 30, 2000
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Jonathan D. Pollock
/S/ Bill J. Lam* President and Director May 30, 2000
------------------------ (Principal Executive Officer)
/S/ David W. Sharp Chief Financial Officer May 30, 2000
------------------------ (Principal Financial and
David W. Sharp Accounting Officer)
/S/ James Devine* Director May 30, 2000
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James Devine
/S/ Gunnar Hirsti* Director May 30, 2000
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Gunnar Hirsti
/S/ Edward L. Moses* Director May 30, 2000
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Edward L. Moses, Jr.
*By: /S/ David W. Sharp
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David W. Sharp
Attorney-in-fact
S-1
