As filed with the Securities and Exchange Commission on March 28, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
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)
2121 Airline Highway, Suite 400
Metairie, Louisiana 70001-5979
(Address, including zip code, of
Registrant's principal executive offices)
Amended and Restated
Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan
(Full title of the Plan)
__________
Carroll W. Suggs
Chairman of the Board
Petroleum Helicopters, Inc.
P. O. Box 578
Metairie, Louisiana 70004-0578
2121 Airline Highway, Suite 400
Metairie, Louisiana 70001-5979
(504) 828-3323
(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
(504) 581-8242
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<F1> Per Share Offering Price Fee
______________________________________________________________________________________________
<S> <C> <C> <C> <C>
Voting Common Stock 23,200 Shares $ 9.75<F2> $ 226,200<F2> $ 78.00
(.10 par value per share)
Voting Common Stock 151,800 Shares $ 14.00<F3> $2,125,200<F3> $ 732.83
(.10 par value per share)
Non-Voting Common Stock 116,000 Shares $ 8.50<F2> $ 986,000<F2> $ 340.00
(.10 par value per share)
Non-Voting Common Stock 209,000 Shares $ 14.00<F4> $2,926,000<F4> $1,008.97
(.10 par value per share)
Total of Voting and Non-
Voting Common Stock 500,000 Shares $6,263,400 $2,159.80
______________________________________________________________________________________________
<FN>
<F1> Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of the Registration Statement involving
either the Voting Common Stock or the Non-Voting Common Stock of the
Company, the number of shares thereof registered shall be automatically
increased to cover the additional shares thereof in accordance with Rule
416(a) under the Securities Act of 1933.
<F2> Computed in accordance with Rule 457, calculated based upon the price at
which currently outstanding options are exercisable.
<F3> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
on the average of the bid and asked price per share of the Voting Common
Stock on the NASDAQ System on March 21, 1996.
<F4> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
on the average of the bid and asked price per share of the Non-Voting
Common Stock on the NASDAQ System on March 26, 1996.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Petroleum
Helicopters, Inc. (the "Company" or "PHI") 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 fiscal
year ended April 30, 1995 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act" ), including the
report of KPMG Peat Marwick LLP dated June 16, 1995, contained
therein;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended July 31, 1995, October 31, 1995, and January 31,
1996, respectively, filed pursuant to Section 13 of the 1934 Act;
and
(c) The description of the Voting Common Stock and the Non-
Voting Common Stock of the Company included in Item 1 of the
amendment on Form 8-A/A01 dated November 28, 1995 to the
Company's Registration Statement on Form 8-A, which amendment was
filed with the Securities and Exchange Commission on December 1,
1995.
All reports filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which 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.
The Louisiana Business Corporation Law (the "LBCL"), Section
83, gives Louisiana corporations broad powers to indemnify their
present and former directors and officers and those of affiliated
corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or
having been such directors or officers; subject to specific
conditions and exclusions gives a director or officer who
successfully defends an action the right to be so indemnified;
and authorizes Louisiana corporations to buy directors' and
officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, authorization of
shareholders or otherwise.
<PAGE> II-2
PHI's Articles of Incorporation confirm the authority of the
Board of Directors to (i) adopt by-laws or resolutions providing
for indemnification of directors, officers and other persons to
the fullest extent permitted by law, (ii) enter into contracts
with directors and officers providing for indemnification to the
fullest extent permitted by law, and (iii) exercise its powers to
procure directors' and officers' liability insurance. The
Articles of Incorporation also provide that any amendment or
repeal of any by-law or resolution relating to indemnification
would not adversely affect any person's entitlement to
indemnification whose claim results from conduct occurring prior
to the date of such amendment or repeal.
PHI's by-laws expressly provide for indemnification of
directors, officers and employees to the fullest extent permitted
by law against any costs incurred by any such person in
connection with any threatened, pending or completed claim,
action, suit or proceeding against such person or as to which
such person is involved solely as a witness or person required to
give evidence, because he or she is a director, officer or
employee of PHI.
PHI has entered into indemnification contracts with its
directors that provide for the elimination, to the fullest extent
permitted by law, of any director's liability to PHI or its
shareholders for monetary damages for breach of his or her
fiduciary duty as a director and will provide the contracting
director with certain procedural and substantive rights to
indemnification. Such indemnification rights apply to acts or
omissions of directors, whether such acts or omissions occurred
before or after the effective date of the contract.
In addition, PHI maintains an insurance policy designed to
reimburse PHI for any payments made by it pursuant to its
indemnification obligations. Such policy has coverage of $20
million.
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 KPMG Peat Marwick LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre (included in Exhibit 5).
__________
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
<PAGE> II-3
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement to include any material information with re-
spect 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 amend-
ment 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> S-1
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
Parish of Jefferson, State of Louisiana, on March 28, 1996.
PETROLEUM HELICOPTERS, INC.
By: /s/ Carroll W. Suggs
_____________________________
Carroll W. Suggs,
Chairman of the Board
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, this 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 March 28, 1996
_______________________ of Directors (Principal
Carroll W. Suggs Executive Officer)
/s/ John H. Untereker Vice President and Chief March 28, 1996
_____________________ Financial Officer
John H. Untereker (Principal Financial Officer
and Principal Accounting Officer)
/s/ Robert E. Perdue Director March 28, 1996
_____________________
Robert E. Perdue
/s/ Leonard M. Horner Director March 28, 1996
_______________________
Leonard M. Horner
/s/ Robert G. Lambert Director March 28, 1996
________________________
Robert G. Lambert
EXHIBIT 5
March 28, 1996
Petroleum Helicopters, Inc.
2121 Airline Highway, Suite 400
Metairie, Louisiana 70001-5979
Gentlemen:
We have acted as counsel for Petroleum Helicopters, Inc., a
Louisiana corporation (the "Company"), in connection with the
Company's registration statement on Form S-8 (the "Registration
Statement") with respect to the offering by the Company of up to
175,000 shares of the Voting Common Stock of the Company, $.10
par value per share (the "Voting Common Stock"), and up to
325,000 shares of the Non-Voting Common Stock of the Company,
$.10 par value per share (the "Non-Voting Common Stock"), to
certain of its employees pursuant to the terms of the Amended and
Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation
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 Voting Common Stock and
Non-Voting Common Stock registered pursuant to the Registration
Statement, when issued according to the terms of 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.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
_______________________________
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Petroleum Helicopters, Inc.:
We consent to the use of our reports incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
March 28, 1996
