<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-49773
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CONRAD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3730 72-1416999
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
----------------
1501 FRONT STREET
P.O. BOX 790
MORGAN CITY, LA 70381
(504) 384-3060
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
WILLIAM H. HIDALGO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1501 FRONT STREET
P.O. BOX 790
MORGAN CITY, LA 70381
(504) 384-3060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
copies to:
THOMAS P. MASON L. R. MCMILLAN, II
ANDREWS & KURTH L.L.P. JONES, WALKER, WAECHTER,
600 TRAVIS, SUITE 4200 POITEVENT, CARRERE &
HOUSTON, TEXAS 77002 DENEGRE, L.L.P.
(713) 220-4200 201 ST. CHARLES AVENUE, 51ST FLOOR
FAX: (713) 220-4285 NEW ORLEANS, LOUISIANA 70170-5100
(504) 582-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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, 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 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,
please check the following box. [_]
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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 THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement is made for the purpose
of including additional exhibits to the Registration Statement as set forth
below under Item 16, which is amended to reflect these additional exhibits.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
<C> <C> <S>
1.1+ -- Form of Underwriting Agreement.
3.1+ -- Form of Amended and Restated Certificate of Incorporation.
3.2+ -- Form of Amended and Restated Bylaws.
4.1 -- Specimen Common Stock Certificate (Incorporated herein to the
Company's registration statement on Form 8-A).
4.2+ -- Form of Registration Rights Agreement by and among the Company, J.
Parker Conrad, John P. Conrad, Jr., Katherine C. Court, The John
P. Conrad, Jr. Trust, The Daniel T. Conrad Trust, The Glenn Alan
Conrad Trust, The Kenneth C. Conrad Trust, The Katherine C. Court
Trust, The James P. Court Trust, William H. Hidalgo, and Cecil A.
Hernandez.
4.3+ -- Form of Registration Rights Agreement between the Company and
Morgan Keegan & Company, Inc.
5.1+ -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
10.1+ -- Stock Purchase Agreement, dated as of December 12, 1997, by and
among Conrad, Orange Shipbuilding, Thomas E. Clary, Robert D.
Clary and George B. Clary.
10.2+ -- Loan Agreement, dated as of March 19, 1998, by and among Whitney
National Bank, Conrad and Orange Shipbuilding.
10.3+ -- Loan Agreement (the Revolving Credit Facility), dated as of May
22, 1998, by and among Whitney National Bank, Conrad and Orange
Shipbuilding.
10.4+ -- Stock Exchange Agreement, dated as of March 31, 1998, by and among
the Company, Conrad, Orange Shipbuilding, John P. Conrad, Jr.,
Katherine C. Court, The John P. Conrad, Jr. Trust, The Daniel T.
Conrad Trust, The Glenn Alan Conrad Trust, The Kenneth C. Conrad
Trust, The Katherine C. Court Trust, The James P. Court Trust,
William H. Hidalgo and Cecil A. Hernandez.
10.5+ -- Conrad Industries, Inc. 1998 Stock Plan.
10.6+ -- Form of Officer and Director Indemnification Agreement.
10.7+ -- Form of Employment Agreement between Conrad and J. Parker Conrad.
10.8+ -- Form of Employment Agreement between Conrad and John P. Conrad,
Jr.
10.9+ -- Form of Employment Agreement between Conrad and William H.
Hidalgo.
10.10+ -- Form of Employment Agreement between Conrad and Cecil A.
Hernandez.
10.11+ -- Form of Employment Agreement between Orange and Ralph C. Thon.
10.12+ -- Form of Warrant Agreement between the Company and Morgan Keegan &
Company, Inc.
16.1+ -- Letter from Darnall, Sikes & Frederick CPAs re change in
accountants.
21.1* -- List of Subsidiaries.
23.1+ -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2+ -- Consent of Deloitte & Touche LLP.
23.3+ -- Consent of Michael J. Harris to be named as nominee.
23.4+ -- Consent of Louis J. Michot, Jr. to be named as nominee.
25.5+ -- Consent of Richard E. Roberson, Jr. to be named as nominee.
24.1+ -- Powers of Attorney (included on the signature page contained in
Part II of the Registration Statement).
27.1+ -- Financial Data Schedule
27.2* -- Financial Data Schedule (Interim).
</TABLE>
- --------
+ Previously filed.
* Filed herewith.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN MORGAN CITY,
LOUISIANA, ON JUNE 3, 1998.
CONRAD INDUSTRIES, INC.
By: /s/ William H. Hidalgo
----------------------------------
William H. Hidalgo
President and Chief Executive
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.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE
DATE
*
Co-Chairman of the June 3, 1998
Board of Directors
- -----------------------------------
J. Parker Conrad
*
Co-Chairman of the June 3, 1998
Board of Directors
- -----------------------------------
John P. Conrad, Jr.
/s/ William H. Hidalgo President, Chief June 3, 1998
- ----------------------------------- Executive Officer and
William H. Hidalgo Director (Principal
Executive Officer)
/s/ Cecil A. Hernandez Vice President-- June 3, 1998
- ----------------------------------- Finance and
Cecil A. Hernandez Administration, Chief
Financial Officer and
Director (Principal
Financial and
Accounting Officer)
/s/ Cecil A. Hernandez
- -----------------------------------
Cecil A. Hernandez,
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
- ---- ----------------------
<S> <C>
Conrad Shipyard, Inc. (formerly named Conrad Industries,
Inc.).................................................. Louisiana
Orange Shipbuilding Company, Inc........................ Texas
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONRAD
SHIPYARD, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> JAN-01-1997 JAN-01-1998
<PERIOD-END> MAR-31-1997 MAR-31-1998
<CASH> 0 5,792
<SECURITIES> 0 0
<RECEIVABLES> 0 7,934
<ALLOWANCES> 0 16
<INVENTORY> 0 178
<CURRENT-ASSETS> 0 14,966
<PP&E> 0 26,866
<DEPRECIATION> 0 7,841
<TOTAL-ASSETS> 0 49,400
<CURRENT-LIABILITIES> 0 7,301
<BONDS> 0 22,916
0 0
0 0
<COMMON> 0 52
<OTHER-SE> 0 16,559
<TOTAL-LIABILITY-AND-EQUITY> 0 49,400
<SALES> 5,546 11,569
<TOTAL-REVENUES> 5,546 11,569
<CGS> 3,810 8,140
<TOTAL-COSTS> 3,810 8,140
<OTHER-EXPENSES> 493 5,111
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 11 503
<INCOME-PRETAX> 1,232 (2,185)
<INCOME-TAX> 0 293
<INCOME-CONTINUING> 1,232 (2,478)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,232 (2,478)
<EPS-PRIMARY> .26 (.53)
<EPS-DILUTED> .26 (.53)
</TABLE>
