As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHILES OFFSHORE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0656029
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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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)
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CHILES OFFSHORE INC.
2000 STOCK OPTION PLAN
(Full Title of Plan)
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DICK FAGERSTAL
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
CHILES OFFSHORE INC.
11200 RICHMOND AVENUE, SUITE 490
HOUSTON, TEXAS 77082
(713) 339-3777
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
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Copies to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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NY2:\979057\02\KZG102!.DOC\73293.0016
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered (1) Price Per Share (2) Aggregate Offering Registration
Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,009,536 $19.00 $17,982,794 $4,747
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</TABLE>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for
the purpose of calculating the maximum aggregate offering price and the
registration fee, the proposed maximum offering price per share was determined
as follows: (i) with respect to 524,359 shares of Common Stock in respect of
which options have been granted under the plan, the proposed maximum offering
price per share is the exercise price of $19.00 per share and (ii) with respect
to the remaining 485,177 shares of Common Stock issuable under the plan being
registered hereunder in respect of which options have yet to be granted under
the plan, the proposed maximum offering price per share was estimated based on
the average high and low sale prices of the Common Stock as reported by the
American Stock Exchange on November 14, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part
I of Form S-8, the statement of availability of information required by Item 2
of Form S-8 and the information relating to the Chiles Offshore Inc. 2000 Stock
Option Plan (the "Plan") and other information required by Item 2 of Form S-8
have previously been, or will be, sent or given to the participants of the Plan,
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). These documents are not required to be and are not filed with
the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) of the Securities Act or additional information about
the Plan and its administrators are available without charge by contacting:
Dick Fagerstal
Senior Vice President, Chief Financial Officer and Secretary
Chiles Offshore Inc.
11200 Richmond Avenue, Suite 490
Houston, Texas 77082
(713) 339-3777
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Chiles Offshore Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) The Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, filed with the
Commission on November 14, 2000;
(b) The Company's prospectus filed with the Commission
pursuant to Rule 424(b), dated September 18, 2000; and
(c) The description of the Company's Common Stock, par value
$.01 per share, contained in the Company's Registration
Statement on Form 8-A, filed with the Commission on July
24, 2000.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all of the securities then remaining unsold, will be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("DGCL") provides, generally, that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with the action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the
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adjudication of liability but in view of all of the circumstances of the cases,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
Section 102(b)(7) of the DGCL provides, generally, that the
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision may eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective.
Article Ninth of the Company's Certificate of Incorporation
(the "Chiles Offshore Charter") and Article III of the Company's By-Laws (the
"Chiles Offshore By Laws") provide as follows:
1. Limitation On Liability
No director shall be personally liable to the Company or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for any matter in respect of which such director shall be
liable under Section 174 of Title 8 of the DGCL or any amendment thereto or
successor provision thereto or shall be liable by reason that, in addition to
any and all other requirements for such liability, such director (i) shall have
breached his or her duty of loyalty to the Company or its stockholders, (ii)
shall not have acted in good faith or, in failing to act, shall not have acted
in good faith, (iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act, shall have acted
in a manner involving intentional misconduct or a knowing violation of law, or
(iv) shall have derived an improper personal benefit. Neither the amendment nor
repeal of Article Ninth of the Chiles Offshore Charter nor the adoption of any
provision of the Chiles Offshore Charter inconsistent with such Article Ninth,
shall eliminate or reduce the effect of such Article Ninth in respect of any
matter occurring, or any cause of action, suit or claim that, but for such
Article Ninth, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
2. Indemnification
o Right to Indemnification. The Company shall indemnify,
to the full extent permitted by Section 145 of the DGCL,
as amended from time to time, all persons whom the
Company may indemnify pursuant thereto and in the manner
prescribed thereby.
o Prepayment of Expenses. The Company shall pay the
expenses (including attorney's fees) incurred by an
indemnitee in defending any proceeding in advance of its
final disposition, provided, however, that the payment
of expenses incurred by a director or officer in advance
of the final disposition of the proceeding shall be made
only upon receipt of an undertaking by the director or
officer to prepay all amounts advanced if it should be
ultimately determined that the director or officer is
not entitled to be indemnified under Article III of the
Chiles Offshore By Laws or otherwise.
The Company has obtained a policy of directors' and
officers' liability insurance that insures the Company's directors and officers
against the cost of defense, settlement or payment of a judgment under certain
circumstances.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Form of Certificate of Incorporation of Chiles Offshore Inc.
(incorporated herein by reference to Exhibit 3.3 to
Amendment No. 2 to the Registration Statement of Chiles
Offshore LLC on Form S-1 (No. 333-39418))
4.2 Form of Bylaws of Chiles Offshore Inc. (incorporated herein
by reference to Exhibit 3.4 to Amendment No. 3 to the
Registration Statement of Chiles Offshore LLC on Form S-1
(No. 333-39418))
4.3 Form of Specimen Certificate for Common Stock of Chiles
Offshore Inc. (incorporated herein by reference to Exhibit
4.1 to Amendment No. 2 to the Registration Statement of
Chiles Offshore LLC on Form S-1 (No. 333-39418))
*4.4 Chiles Offshore Inc. 2000 Stock Option Plan, as amended
*5.1 Opinion of Weil, Gotshal & Manges LLP
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Weil, Gotshal & Manges LLP (contained in exhibit
5.1)
*23.3 Consent of Bassoe Offshore Consultants Limited of Edinburgh
(UK)
*24.1 Powers of Attorney (included in the signature pages of this
Registration Statement)
--------------------------------
* Filed herewith.
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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, 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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
city of New York, state of New York, on November 13, 2000.
CHILES OFFSHORE INC.
By: /s/ Dick Fagerstal
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Dick Fagerstal
Senior Vice President,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
We, the undersigned directors and officers of Chiles
Offshore Inc. (the "Company") and each of us, do hereby constitute and appoint
Dick Fagerstal and William Chiles, or either of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act, and any rules, regulations
and requirements of the Securities and Exchange Commission, and any and all
amendments (including post-effective amendments) to this Registration Statement,
including specifically but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) to such Registration Statement;
and we do hereby ratify and confirm all that the said attorneys and agents, or
their substitute or substitutes, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Charles Fabrikant Chairman of the Board and Director November 13, 2000
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Charles Fabrikant
/s/Randall Blank Director November 13, 2000
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Randall Blank
November 13, 2000
/s/ William Chiles President, Chief Executive Officer and Director
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William Chiles
/s/ Dick Fagerstal Senior Vice President, Chief Financial Officer, Secretary November 13, 2000
--------------------------------------- and Director (Principal Financial and Accounting Officer)
Dick Fagerstal
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<PAGE>
/s/ Jonathan Fairbanks Director November 13, 2000
---------------------------------------
Jonathan Fairbanks
/s/ Timothy McKeand Director November 13, 2000
---------------------------------------
Timothy McKeand
/s/ Robert Pierot Director November 13, 2000
---------------------------------------
Robert Pierot
/s/ Patricio Morphy Director November 13, 2000
---------------------------------------
Patricio Morphy
/s/ Alan Locker Director November 13, 2000
---------------------------------------
Alan Locker
/s/ Luis Morphy Director November 13, 2000
---------------------------------------
Luis Morphy
</TABLE>
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Exhibits
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Number Description
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4.1 Form of Certificate of Incorporation of Chiles Offshore Inc.
(incorporated herein by reference to Exhibit 3.3 to
Amendment No. 2 to the Registration Statement of Chiles
Offshore LLC on Form S-1 (No. 333-39418))
4.2 Form of Bylaws of Chiles Offshore Inc. (incorporated herein
by reference to Exhibit 3.4 to Amendment No. 3 to the
Registration Statement of Chiles Offshore LLC on Form S-1
(No. 333-39418))
4.3 Form of Specimen Certificate for Common Stock of Chiles
Offshore Inc. (incorporated herein by reference to Exhibit
4.1 to Amendment No. 2 to the Registration Statement of
Chiles Offshore LLC on Form S-1 (No. 333-39418))
*4.4 Chiles Offshore Inc. 2000 Stock Option Plan, as amended
*5.1 Opinion of Weil, Gotshal & Manges LLP
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Weil, Gotshal & Manges LLP (contained in exhibit
5.1)
*23.3 Consent of Bassoe Offshore Consultants Limited of Edinburgh
(UK)
*24.1 Powers of Attorney (included in the signature pages of this
Registration Statement)
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* Filed herewith.
