As filed with the Securities and Exchange Commission on
March 29, 1999.
Registration No. 333-02025
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1
to
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 Identification Number)
incorporation or
organization)
2121 Airline Drive, 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.
2121 Airline Drive, 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:
Anthony J. Correro, III
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Ave., 46th Flr.
New Orleans, Louisiana 70170-4600
(504) 586-5253
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, 1998 filed pursuant to
Section 13 of the Securities Exchange Act of 1934 (the "1934
Act").
(b) 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 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 1934
Act 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.
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.
(c) 5 Opinion of Correro Fishman Haygood Phelps
Walmsley & Casteix L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Correro Fishman Haygood Phelps
Weiss Walmsley & Casteix 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.
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 Parish of Jefferson, State of Louisiana, on March 19,
1999.
PETROLEUM HELICOPTERS, INC.
By: /s/Carroll W. Suggs
------------------------------
Carroll W. Suggs, Chairman
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that such person whose
signature appears immediately below constitutes and appoints
Carroll W. Suggs, Robert D. Cummiskey, Jr. and Michael J.
McCann or any 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 Post-Effective Amendment No. 1 Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- -------------------- ----------- --------------------
/s/Carroll W. Suggs
-----------------
Carroll W. Suggs Chairman, President March 19, 1999
and Chief Executive
Officer
(Principal Executive
Officer)
/s/Michael J. McCann
------------------
Michael J. McCann Chief Financial Officer
(Principal Financial March 19, 1999
Officer and Principal
Accounting Officer)
/s/Leonard M. Horner
------------------
Leonard M. Horner Director March 19, 1999
/s/Thomas H. Murphy
-----------------
Thomas H. Murphy Director March 19, 1999
/s/James McFarland
----------------
James McFarland Director March 19, 1999
/s/Bruce Whitman
---------------
Bruce Whitman Director March 19, 1999
Exhibit 5
March 21, 1999
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 Post Effective Amendment No. 1 to the
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,
CORRERO FISHMAN HAYGOOD
PHELPS WALMSLEY & CASTEIX, L.L.P.
By: /s/ Anthony J. Correro, III
--------------------------
Anthony J. Correro, III
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 LLP
-------------
KPMG LLP
New Orleans, Louisiana
March 26, 1999
