As filed with the Securities and Exchange Commission on November 10, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2989662
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
650 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70130
(Address, including zip code, of
registrant's principal executive offices)
INTERNATIONAL SHIPHOLDING CORPORATION STOCK INCENTIVE PLAN
(Full title of the plan)
__________
GARY L. FERGUSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INTERNATIONAL SHIPHOLDING CORPORATION
650 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70130
(504) 529-5461
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered{(1)} per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value per share) 475,000 shares $17.1875{(2)} $ 8,164,062.50{(2)} $ 2,269.61{(2)}
175,000 shares $15.7188 2,750,790.00 764.72{(3)}
-------------- ----------------- -------------
Total Common Stock ......... 650,000 shares $ 10,914,852.50 $ 3,034.33
</TABLE>
{(1)}Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with
Rule 416(a) under the Securities Act of 1933.
{(2)}Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which outstanding options may be exercised.
{(3)}Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The New
York Stock Exchange on November 5, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by International
Shipholding Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(c) The Company's current report on Form 8-K filed with the
Commission on February 12, 1998;
(d) All other reports filed by the Company with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 since
December 31, 1997; and
(e) The description of the Company's Common Stock included in
Amendment No. 1 to the Company's Registration Statement on Form 8-A/A filed
with the Commission on October 19, 1998.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated
by the Commission, be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.
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 General Corporation Law of the State of Delaware
empowers a corporation 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, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or serves or served in these
capacities for another enterprise, if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation
may indemnify against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine that
despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Article VI of the Company's Restated Certificate of Incorporation
provides that the Board of Directors is expressly authorized to provide
indemnification to the full extent permitted by Delaware law.
In addition, Article II, Section 7 of the Company's By-laws provides
as follows:
(a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he, or a person for whom he is
the legal representative, is or was a director or officer of the company or
any of its subsidiaries (including nominees and designees who have not yet
taken office) or is or was serving at the request of the Company (including
any person who has not been duly elected or appointed) as a director,
officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (the "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the Delaware
General Corporation Law ("GCL"), as presently existing or as it may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than the GCL permitted the Company to provide prior
to such amendment), against any and all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, amounts paid in connection with any arbitration or investigation
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. Indemnitee's rights
hereunder shall be contract rights and shall include the right to be paid
by the Company for expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition
of such proceeding, shall be made only upon delivery to the Company of an
undertaking in a form satisfactory to counsel for the Company, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it should be
ultimately determined that such Indemnitee is not entitled to be
indemnified under this provision or otherwise. For purposes of this
provision on the term Company shall include any resulting or constituent
entities.
(b) Nonexclusivity of Rights. The rights conferred herein on any
person shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, contract or other agreement, vote of stockholders or
disinterested directors or otherwise.
(c) Insurance. The Company may maintain at its expense, to protect
itself and any such director (including nominees and designees who have not
yet taken office), officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans) against any
expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability or loss under the
GCL.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result thereof, which may be
brought against them by reason of their being or having been directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, 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).
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 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.
(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 of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) 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.
(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 of 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Orleans, State of Louisiana, on
October 21, 1998.
International Shipholding Corporation
By: /s/ Erik F. Johnsen
----------------------
Erik F. Johnsen
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Erik F. Johnsen and Gary L.
Ferguson, and either of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution, for him and in his name,
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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/ Niels W. Johnsen
- -------------------- Chairman of the Board October 21, 1998
Niels W. Johnsen
/s/ Erik F. Johnsen
- ------------------- President and Director October 21, 1998
Erik F. Johnsen
/s/ Niels M. Johnsen
- -------------------- Executive Vice President October 21, 1998
Niels M. Johnsen and Director
/s/ Erik L. Johnsen
- -------------------- Executive Vice President October 21, 1998
Erik L. Johnsen and Director
/s/ Harold S. Grehan, Jr.
- ------------------------- Vice President October 21, 1998
Harold S. Grehan, Jr. and Director
/s/ Gary L. Ferguson
- -------------------- Vice President and October 21, 1998
Gary L. Ferguson Chief Financial Officer
/s/ Laurence Eustis
- ------------------- Director October 21, 1998
Laurance Eustis
/s/ Raymond V. O'Brien
- --------------------- Director October 21, 1998
Raymond V. O'Brien
/s/ Edwin Lupberger
- ------------------- Director October 21, 1998
Edwin Lupberger
/s/ Edward K. Trowbridge
- ------------------------ Director October 21, 1998
Edward K. Trowbridge
<PAGE>
JONES, WALKER EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
November 9, 1998
International Shipholding Corporation
650 Poydras Street
New Orleans, LA 70130
Gentlemen:
We have acted as counsel for International Shipholding Corporation, a
Delaware corporation (the "Company"), in connection with the Company's
registration statement on Form S-8 (the "Registration Statement") with
respect to the issuance by the Company of 650,000 shares of the Common
Stock of the Company, $1.00 par value per share (the "Common Stock"),
pursuant to the terms of the Company's Stock Incentive Plan (the "Plan").
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued for at
least par value on the terms described in the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ MARGARET F. MURPHY
------------------------
Margaret F. Murphy
NEW ORLEANS OFFICE: PLACE ST. CHARLES <circle> 201 ST. CHARLES AVENUE
<circle> NEW ORLEANS, LOUISIANA 70170-5100 <circle> 504-582-8000 <circle>
FAX 504-582-8012
BATON ROUGE OFFICE: FOUR UNITED PLAZA <circle> 8555 UNITED PLAZA BOULEVARD
<circle> BATON ROUGE, LOUISIANA 70809-7000 <circle> 504-231-2000 <circle>
FAX 504-231-2010
WASHINGTON, D.C. OFFICE: SUITE 245, REPUBLIC PLACE <circle> 1776 EYE STREET,
N.W. <circle> WASHINGTON, D. C. 20006 <circle> 202-828-8363 <circle> FAX
202-828-6907
LAFAYETTE OFFICE: SUITE 210 <circle> 201 RUE IBERVILLE <circle> LAFAYETTE,
LOUISIANA 70508 <circle> 318-232-5353 <circle> FAX 318-232-5415
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports (and to all references to our Firm) included
in or made a part of this Registration Statement on Form S-8 of
International Shipholding Corporation relating to International
Shipholding Corporation Stock Incentive Plan.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
November 5, 1998
