<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
SEAL HOLDINGS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 65-0769296
(State of Incorporation) (I.R.S. Employer Identification No.)
125 Worth Avenue, Suite 314, Palm Beach, Florida 33480
(Address of principal executive office)
________________________________________
Seal Fleet, Inc. 1996 Long-Term Incentive Plan
Seal Holdings Corporation 1997 Incentive Option Plan
Seal Holdings Corporation 1998 Incentive Option Plan
(Full title of the plans)
__________________________________
James S. Goodner, Executive Vice President and Chief Financial Officer
Seal Holdings Corporation
125 Worth Avenue, Suite 314, Palm Beach, Florida 33480
(Name and address of agent for service)
_______________
(561) 833-5111
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered Be Registered Price per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$.20 par value 1,900,000(1) $1.75(2) $3,325,000(2) $924.35
</TABLE>
1. Issuable upon exercise of options to be granted under the Seal Fleet, Inc.
1996 Long-Term Incentive Plan (after giving effect to a net one for two
reverse stock split effective as of June 30, 1997, the Seal Holdings
Corporation 1997 Incentive Option Plan and the Seal Holdings Corporation 1998
Incentive Option Plan.
2. Estimated solely for the purpose of determining the registration fee, based
upon the maximum price at which options may be exercised , pursuant to Rule
457(h).
This Registration Statement, including exhibits, consists of 13 sequentially
numbered pages. The Exhibit Index is located at page 6.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required to be included in the Section 10(a) prospectus is
not required to be included herein.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed or to be filed by the Company with the
Commission are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The Company's Current Report on Form 8-K filed November 6, 1998, pursuant
to Section 13(a) of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30 1998, filed pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Company's Common Stock contained in the proxy
statement (and past and future amendments thereto) for such Common Stock
filed under Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement, and to be a part hereof from the date of such
filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law provides for the indemnification of
officers and directors who are made or threatened to be made a party to any
legal proceeding by reason of their service to the Company. The Certificate
of Incorporation and the Bylaws of the Company permit indemnification of
directors and officers to the maximum extent permitted by Delaware law and
the Company has entered into indemnification agreements with certain
directors and officers of the Company and its subsidiary. The Company has in
effect director and officer liability insurance policies indemnifying the
Company and certain officers and directors of the Company within specific
limits for certain liabilities incurred by reason of their being or having
been directors or officers. The Company pays the entire premium for these
policies.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
5 Opinion of Counsel of Bronson, Bronson and McKinnon LLP
23.1 Consent of Ernst & Young LLP, Independent Certified Public Accountants
23.2 Consent of Pannell Kerr Forster of Texas, P.C., Independent Auditors
23.3 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (See signature pages)
99.1 Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan, filed as
Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB of Seal
Fleet, Inc. for the quarterly period ended March 31, 1997, is hereby
incorporated herein by reference.
99.2 Seal Holdings Corporation 1997 Incentive Option Plan, attached to the
proxy statement for the annual meeting of shareholders of Seal Fleet,
Inc. held May 14, 1997, is hereby incorporated herein by reference.
99.3 Form of Incentive Stock Option Agreement, 1997 Plan
99.4 Form of Nonstatutory Stock Option Agreement, 1997 Plan
99.5 Seal Holdings Corporation 1998 Incentive Option Plan, attached to the
proxy statement for the annual meeting of shareholders of Seal Holdings
Corporation held June 24, 1998, is hereby incorporated herein by
reference.
99.6 Form of Incentive Stock Option Agreement, 1998 Plan
99.7 Form of Nonstatutory Stock Option Agreement, 1998 Plan
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement; and
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Exchange Act that are incorporated by reference 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.
(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.
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(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 the
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.
(h) 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 provisions described in Item 6, 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 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 of whether such indeminification 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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<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 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, thereunto duly
authorized, in the Town of Palm Beach, State of Florida, on December 4, 1998.
SEAL HOLDINGS CORPORATION
By /s/ James S. Goodner
James S. Goodner
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas M. Ferguson and James S. Goodner, and
each or any one of them, his true and lawful attorney-in-fact and agent,
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
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
---------- ------- ------
/s/Thomas M. Ferguson
Thomas M. Ferguson Chairman of the Board December 1, 1998
/s/J. Erik Hvide
J. Erik Hvide Director December 1, 1998
/s/Donald L. Caldera
Donald L. Caldera Director December 1, 1998
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<PAGE>
INDEX OF EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
- ------- ------------ ----------
5 Opinion of Counsel of Bronson, Bronson & McKinnon LLP 7
23.1 Consent of Independent Auditors, Ernst & Young LLP 8
23.2 Consent of Independent Auditors, 9
Pannell Kerr Forster of Texas, P.C.
23.3 Consent of Counsel (See Exhibit 5) -
24 Power of Attorney (see signature pages) -
99.1 Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan, -
filed as Exhibit 10.3 to the Company's Quarterly Report on
Form 10-QSB of Seal Fleet, Inc. for the quarterly period
ended March 31, 1997, is hereby incorporated by reference.
99.2 Seal Holdings Corporation 1997 Incentive Option Plan, -
attached to the proxy statement for the annual meeting of
shareholders of Seal Fleet, Inc. held May 14, 1997, is
hereby incorporated by reference.
99.3 Form of Incentive Stock Option Agreement, 1997 Plan 10
99.4 Form of Nonstatutory Stock Option Agreement, 1997 Plan 11
99.5 Seal Holdings Corporation 1998 Incentive Option Plan, -
attached to the proxy statement for the annual meeting
of shareholders of Seal Holdings Corporation held June 24,
1998, is hereby incorporated herein by reference.
99.6 Form of Incentive Stock Option Agreement, 1998 Plan 12
99.7 Form of Nonstatutory Stock Option Agreement, 1998 Plan 13
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<PAGE>
Exhibit 5
December 2, 1998
Board of Directors
Seal Holdings Corporation
125 Worth Avenue, Suite 314
Palm Beach, FL 33480
Re: Seal Fleet, Inc. 1996 Long-Term Incentive Plan
Seal Holdings Corporation 1997 Incentive Option Plan
Seal Holdings Corporation 1998 Incentive Option Plan
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by Seal
Holdings Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to shares
of the Company's Common Stock, par value $0.20, issuable under the Seal
Fleet, Inc. 1996 Long-Term Incentive Plan, the Seal Holdings Corporation 1997
Incentive Option Plan, and the Seal Holdings Corporation 1998 Incentive
Option Plan. As counsel to the Company, we have examined such questions
have been duly and validly authorized and, when issued and sold in the
manner contemplated by the Registration Statement, will be validly issued,
fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ BRONSON, BRONSON & McKINNON LLP
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<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Seal Holdings Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Seal Fleet, Inc. 1996 Long-Term Incentive Plan,
the Seal Holdings Corporation 1997 Incentive Option Plan and the Seal
Holdings Corporation 1998 Incentive Option Plan of our report dated
March 27, 1998 with respect to the consolidated balance sheet of Seal Holdings
Corporation and subsidiaries as of December 31, 1997 and the related
consolidated statements of operations, shareholders' equity, and cash flows
for the year then ended included in the Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Miami, Florida
December 3, 1998
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Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
Seal Holdings Corporation:
We consent to incorporation herein by reference in the registration statement
on Form S-8 of Seal Holdings Corporation of our report dated February 4, 1997
(except for the first three paragraphs under "Options" in Note C, as to which
the date is March 21, 1997), relating to the consolidated balance sheet of
Seal Holdings Corporation and subsidiaries as of December 31, 1996, and the
related consolidated statements of income, shareholders' equity, and cash
flows for the year then ended, which report appears in the Annual Report on
Form 10-K for the year ended December 31, 1997, of Seal Holdings Corporation.
/s/ Pannell Kerr Forster of Texas, P.C.
Houston, Texas
December 4, 1998
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<PAGE>
Exhibit 99.3
Seal Holdings Corporation
1997 Incentive Option Plan
Stock Option Grant
Participant:________________ Date of Grant: _______________
Grant No.: ________ Option Exercise Price: $_______
Type of Options: ISO Option Shares: _______________
Subject to the terms of the 1997 Incentive Option Plan and pursuant to this
stock option grant, Seal Holdings Corporation (the "Company") hereby grants
an option to the participant named above to purchase the above described
number of shares of Seal Holdings Corporation Class A Common Stock
exercisable at the Option Exercise Price stated above.
Options granted shall be exercisable only to the extent that they are
"vested" as provided below. The options granted hereby are fully vested as
of the date of grant.
Except as may be otherwise provided in the 1997 Incentive Option Plan, vested
options granted hereunder shall expire the earlier of either: (i) ten (10)
years after the Date of Grant; (ii) two (2) years after the Participant's
retirement from the Company or any of its subsidiaries after the Employee
attains the age of 62 years; (iii) one (1) year after the date of the
Participant's death; or (iv) three (3) months after the Employee's
termination from the Company or any of its subsidiaries for reasons other
than death, disability, or retirement after attaining the age of 62 years,
or termination for cause.
This grant is made pursuant to the terms of conditions of the 1997 Incentive
Option Plan, a copy of which is attached hereto as Exhibit "A," and by this
reference made a part hereof.
IN WITNESS WHEREOF, the undersigned executes this stock option grant as of
the first date set forth herein:
SEAL HOLDINGS CORPORATION
_____________________
By: Thomas M. Ferguson
Its: Chairman, President and Chief Executive Officer
Accepted and agreed to as of the Date of Grant:
_____________________
Name
Social Security Number:
Residence Address:
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<PAGE>
Exhibit 99.4
Seal Holdings Corporation
1997 Incentive Option Plan
Stock Option Grant
Participant: __________________ Date of Grant: ___________
Grant No.: __________ Option Exercise Price: $_____
Type of Options: NSO Option Shares: _____________
Subject to the terms of the 1997 Incentive Option Plan and pursuant to this
stock option grant, Seal Holdings Corporation (the "Company") hereby grants
an option to the participant named above to purchase the above described
number of shares of Seal Holdings Corporation Class A Common Stock
exercisable at the Option Exercise Price stated above.
Options granted shall be exercisable only to the extent that they are
"vested" as provided below. The options granted hereby are fully vested as
of the date of grant.
Except as may be otherwise provided in the 1997 Incentive Option Plan, vested
options granted hereunder shall expire the earlier of either: (i) ten (10)
years after the Date of Grant; (ii) two (2) years after the Participant's
retirement from the Company or any of its subsidiaries after the Employee
attains the age of 62 years; (iii) one (1) year after the date of the
Participant's death; or (iv) three (3) months after the Employee's
termination from the Company or any of its subsidiaries for reasons other
than death, disability, or retirement after attaining the age of 62 years,
or termination for cause.
This grant is made pursuant to the terms of conditions of the 1997 Incentive
Option Plan, a copy of which is attached hereto as Exhibit "A," and by this
reference made a part hereof.
IN WITNESS WHEREOF, the undersigned executes this stock option grant as of
the first date set forth herein:
SEAL HOLDINGS CORPORATION
_____________________
By: Thomas M. Ferguson
Its: Chairman, President and Chief Executive Officer
Accepted and agreed to as of the Date of Grant:
_____________________
Name:
Social Security Number:
Residence Address:
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<PAGE>
Exhibit 99.6
Seal Holdings Corporation
1998 Incentive Option Plan
Stock Option Grant
Participant: ___________________ Date of Grant: ________________
Grant No.: ____________ Option Exercise Price: $____
Type of Options: ISO Option Shares: ______________
Subject to the terms of the 1998 Incentive Option Plan and pursuant to this
stock option grant, Seal Holdings Corporation (the "Company") hereby grants
an option to the participant named above to purchase the above described
number of shares of Seal Holdings Corporation Class A Common Stock
exercisable at the Option Exercise Price stated above.
Options granted shall be exercisable only to the extent that they are
"vested" as provided below. The options granted hereby are fully vested as
of the date of grant.
Except as may be otherwise provided in the 1998 Incentive Option Plan, vested
options granted hereunder shall expire the earlier of either: (i) ten (10)
years after the Date of Grant; (ii) two (2) years after the Participant's
retirement from the Company or any of its subsidiaries after the Employee
attains the age of 62 years; (iii) one (1) year after the date of the
Participant's death; or (iv) three (3) months after the Employee's
termination from the Company or any of its subsidiaries for reasons other
than death, disability, or retirement after attaining the age of 62 years, or
termination for cause.
This grant is made pursuant to the terms of conditions of the 1998 Incentive
Option Plan, a copy of which is attached hereto as Exhibit "A," and by this
reference made a part hereof.
IN WITNESS WHEREOF, the undersigned executes this stock option grant as of the
first date set forth herein:
SEAL HOLDINGS CORPORATION
_____________________
By: Thomas M. Ferguson
Its: Chairman, President and Chief Executive Officer
Accepted and agreed to as of the Date of Grant:
_____________________
Name:
Social Security Number:
Residence Address:
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<PAGE>
Exhibit 99.7
Seal Holdings Corporation
1998 Incentive Option Plan
Stock Option Grant
Participant: ___________________ Date of Grant: _______________
Grant No.: ____________ Option Exercise Price: $________
Type of Options: NSO Option Shares: __________
Subject to the terms of the 1998 Incentive Option Plan and pursuant to this
stock option grant, Seal Holdings Corporation (the "Company") hereby grants
an option to the participant named above to purchase the above described
number of shares of Seal Holdings Corporation Class A Common Stock
exercisable at the Option Exercise Price stated above.
Options granted shall be exercisable only to the extent that they are
"vested" as provided below. The options granted hereby are fully vested as
of the date of grant.
Except as may be otherwise provided in the 1998 Incentive Option Plan, vested
options granted hereunder shall expire the earlier of either: (i) ten (10)
years after the Date of Grant; (ii) two (2) years after the Participant's
retirement from the Company or any of its subsidiaries after the Employee
attains the age of 62 years; (iii) one (1) year after the date of the
Participant's death; or (iv) three (3) months after the Employee's
termination from the Company or any of its subsidiaries for reasons other
than death, disability, or retirement after attaining the age of 62 years,
or termination for cause.
This grant is made pursuant to the terms of conditions of the 1998 Incentive
Option Plan, a copy of which is attached hereto as Exhibit "A," and by this
reference made a part hereof.
IN WITNESS WHEREOF, the undersigned executes this stock option grant as of the
first date set forth herein:
SEAL HOLDINGS CORPORATION
_____________________
By: Thomas M. Ferguson
Its: Chairman, President and Chief Executive Officer
Accepted and agreed to as of the Date of Grant:
_____________________
Name:
Social Security Number:
Residence Address:
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