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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2000
REGISTRATION NO. 333-39418
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CHILES OFFSHORE LLC
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 1381 76-0547408
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
Incorporation or Organization) Classification Code Number)
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11200 RICHMOND AVENUE, SUITE 490
HOUSTON, TEXAS 77082
(713) 339-3777
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------------
DICK FAGERSTAL
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
CHILES OFFSHORE LLC
11200 RICHMOND AVENUE, SUITE 490
HOUSTON, TEXAS 77082
(713) 339-3777
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------------
Copies to:
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<S> <C>
DAVID E. ZELTNER, ESQ. DAVID P. OELMAN, ESQ.
WEIL, GOTSHAL & MANGES LLP VINSON & ELKINS L.L.P.
767 FIFTH AVENUE 2300 FIRST CITY TOWER
NEW YORK, NEW YORK 10153-0119 1001 FANNIN
(212) 310-8000 HOUSTON, TEXAS 77002
(713) 758-2222
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. /X/ __________
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /
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CALCULATION OF REGISTRATION FEE CHART
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, par value $0.01 per share..... $3,680,000 $972
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(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1 (File No. 333-39418), filed by Chiles
Offshore LLC, a Delaware limited liability company (the "Company") with the
Securities and Exchange Commission (the "Commission") on June 15, 2000, as
amended by (i) Amendment No. 1 to Registration Statement on Form S-1 filed by
the Company on July 7, 2000, (ii) Amendment No. 2 to Registration Statement on
Form S-1 filed by the Company on July 24, 2000, (iii) Amendment No. 3 to
Registration Statement on Form S-1 filed by the Company on August 11, 2000, and
(iv) Amendment No. 4 to Registration Statement on Form S-1 filed by the Company
on September 7, 2000, (as amended, the "Registration Statement"), which was
declared effective by the Commission on September 18, 2000, is incorporated
herein by reference.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
1.1++ Form of Underwriting Agreement
5.1* Opinion of Weil, Gotshal & Manges LLP
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1)
23.3* Consent of Bassoe Offshore Consultants Limited of Edinburgh
(UK)
24.1+ Powers of Attorney (included on signature page)
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+ Incorporated by reference to the Registration Statement filed on June 15,
2000.
++ Incorporated by reference to Amendment 2 to the Registration Statement filed
on July 24, 2000.
* Filed as an exhibit herewith.
(b) Financial Statement Schedules.
None.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in New York, New York, on
this 18th day of September, 2000.
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<S> <C> <C>
CHILES OFFSHORE LLC
By: /s/ WILLIAM CHILES
-----------------------------------------
Name: William Chiles
Title: Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
*
--------------------------------- Manager September 18, 2000
Charles Fabrikant
*
--------------------------------- Manager September 18, 2000
Randall Blank
/s/ WILLIAM CHILES
--------------------------------- Manager and Chief Executive Officer September 18, 2000
William Chiles (Principal Executive Officer)
Manager, Senior Vice President and
* Chief Financial Officer
--------------------------------- (Principal Accounting and September 18, 2000
Dick Fagerstal Financial Officer)
*
--------------------------------- Manager September 18, 2000
Jonathan Fairbanks
*
--------------------------------- Manager September 18, 2000
Timothy J. McKeand
*
--------------------------------- Manager September 18, 2000
Robert J. Pierot, Jr.
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<S> <C> <C> <C>
*By: /s/ WILLIAM CHILES
----------------------------
William Chiles September 18, 2000
Attorney-in-fact
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II-2
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
5.1 Opinion of Weil, Gotshal & Manges LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1)
23.3 Consent of Bassoe Offshore Consultants Limited of Edinburgh
(UK)
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