As filed with the Securities and Exchange Commission on November 21, 1994.
Registration No. 33-51617
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
PETROLEUM HELICOPTERS, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-0395707
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
5728 Jefferson Highway
New Orleans, Louisiana 70183
(Address, including zip code, of
Registrant's principal executive offices)
__________
Petroleum Helicopters, Inc. 1992 Non-Qualified Stock
Option and Stock Appreciation Rights Plan
Stock Option Agreement Between Petroleum Helicopters, Inc.
and John H. Untereker
(Full title of the Plans)
__________
Carroll W. Suggs
Chairman of the Board, President and Chief Executive Officer
Petroleum Helicopters, Inc.
P. O. Box 23502
5728 Jefferson Highway
New Orleans, Louisiana 70183
(504) 733-6790
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
AMENDMENT
On October 26, 1994, the registrant, a Delaware corporation, merged into
a newly formed subsidiary, Petroleum Helicopters, Inc., a Louisiana
corporation ("PHI-Louisiana"). The purpose of the merger was to effect a
change in the state of incorporation of the registrant from Delaware to
Louisiana in accordance with Rule 414 under the Securities Act of 1933.
Pursuant to the plan of merger, the par value of the Non-Voting Common Stock
and Voting Common Stock registered in this Registration Statement No. 33-51617
has been changed from $.08 1/3 to $.10 par value per share. PHI-Louisiana
adopts this Registration Statement No. 33-51617 as its own Registration
Statement for all purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Exhibit.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre .
<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 Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana, on November 21, 1994.
PETROLEUM HELICOPTERS, INC.
By: /s/ Carroll W. Suggs
Carroll W. Suggs,
Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Carroll W. Suggs and John
H. Untereker or either one of them, 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 Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Carroll W. Suggs Chairman of the Board, November 21, 1994
Carroll W. Suggs President and Chief
Executive Officer (Principal
Executive Officer)
/s/ John H. Untereker Vice President, Treasurer November 21, 1994
John H. Untereker and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
* Director November 21, 1994
Robert E. Perdue
* Director November 21, 1994
Leonard M. Horner
/s/ Robert G. Lambert Director November 21, 1994
Robert G. Lambert
*By: /s/ Carroll W. Suggs November 21, 1994
Carroll W. Suggs
Attorney-in-Fact
EXHIBIT 5
November 21, 1994
Petroleum Helicopters, Inc.
5728 Jefferson Highway
New Orleans, LA 70183
Gentlemen:
We have acted as counsel for Petroleum Helicopters, Inc., a
Delaware corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 (the "Registration
Statement") with respect to an offering by the Company of 15,000
shares of the voting common stock of the Company, $.08 1/3 par
value per share, to John H. Untereker pursuant to the Stock
Option Agreement between the Company and Mr. Untereker; and up to
100,000 shares of the non-voting common stock of the Company,
$.08 1/3 par value per share, to certain of its employees
pursuant to the terms of the Petroleum Helicopters, Inc. 1992
Non-Qualified Stock Option and Stock Appreciation Rights Plan,
(collectively referred to as the "Delaware Shares").
On October 26, 1994, the Company merged into Petroleum
Helicopters, Inc., a Louisiana corporation ("PHI-Louisiana") for
the purposes of effecting a change in the Company's state of
incorporation from Delaware to Louisiana ("the Merger"). At the
time of the Merger, PHI-Louisiana assumed all rights and
obligations of the Company under the plans. At the time of the
Merger, each award payable in Delaware Shares or options to
purchase Delaware Shares granted under the plans was converted
into an equivalent award of or option to purchase shares of
voting or non-voting common stock of PHI-Louisiana, $.10 par
value per share (the "Louisiana Shares").
Based upon the foregoing, and upon our examination of such
matters as we have deemed necessary in order to furnish this
opinion, we are of the opinion that the Louisiana Shares, when
issued pursuant to, and according to the terms of, the plans,
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.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ W. Philip Clinton
