AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCEANEERING INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 16001 PARK TEN PLACE, SUITE 600
(State or Other Jurisdiction of HOUSTON, TEXAS
Incorporation or Organization) (Address of Principal Executive Offices)
77084
(Zip Code)
95-2628227
(I.R.S. Employer
Identification No.)
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1996 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC.
(Full title of the plan)
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GEORGE R. HAUBENREICH, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OCEANEERING INTERNATIONAL, INC.
16001 PARK TEN PLACE, SUITE 600
HOUSTON, TEXAS 77084
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service:
(281) 578-8868
copy to:
JOEL SWANSON
BAKER & BOTTS, L.L.P.
3100 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock (par value
$.25 per share)(2)... 1,165,000 $23.3438 $27,195,527.00 $8,241.07
========================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and based upon the average of the
high and low sales price reported on the New York Stock Exchange
Composite Tape on September 2, 1997.
(2) Includes associated preferred stock purchase rights.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by Oceaneering
International, Inc., a Delaware corporation (the "Company"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 (File No. 1-10945).
2. The Company's latest Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (File No. 1-10945).
3. The description of the Company's common stock, par value $.25 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as amended.
4. The description of the Company's Rights to Purchase Series B Junior
Participating Preferred Stock, par value $1.00 per share, contained in the
Company's Registration Statement on Form 8-A, as amended.
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement 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 filing such documents.
Any statement contained in this Registration Statement, in an amendment hereto
or in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Mr. Haubenreich, who is passing on the legality of the Common Stock offered
hereby, has been granted options to purchase 14,000 shares of common stock and
27,152 shares of restricted common stock under the 1996 Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
DELAWARE GENERAL CORPORATION LAW
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, whether civil,
criminal,
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administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is required before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith.
CERTIFICATE OF INCORPORATION
Article Thirteen of the Company's Certificate of Incorporation provides that
no director of the Company shall be personally liable to the Company or any of
its stockholders for monetary damages resulting from a breach of fiduciary duty
involving any act or omission of any such director occurring on or after August
15, 1986; provided, however, that such provision does not eliminate or limit the
liability of any director (i) for any breach of such director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Title 8, section 174 of the Delaware Code or (iv) for any transaction from
which such director derived an improper personal benefit.
BYLAWS
The Bylaws of the Company contain the following provisions:
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. (a) The corporation shall indemnify any person who is or was 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, including any action by or in the right of the corporation,
by reason of the fact that he is or was a Director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise in which it owns shares of capital
stock or other interests or which it is a creditor, against any expenses and
costs, including, but not limited to, legal and accounting fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that no indemnification shall be made to any such person who is
adjudged in such action, suit or proceeding 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 upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(b) The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.
(c) The determination that any person is entitled to indemnification
under subsection (a) shall be made (i) by a majority vote of a quorum of the
Board of Directors consisting of Directors who were not parties to such
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<PAGE>
action, suit or proceeding, or (ii) upon the written opinion of independent
legal counsel requested by the Board of Directors, or (iii) by the
stockholders of the corporation.
SECTION 2. Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the corporation to
such person in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount in the event that it shall ultimately be determined that he
is not entitled to indemnification by the corporation as authorized by these
bylaws. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
SECTION 3. The indemnification and advancement of expenses provided by or
granted pursuant to these bylaws shall not be deemed exclusive of any other
right to indemnification and advancement of expenses to which such persons may
be entitled under any law, charter or bylaw of the corporation, agreement,
vote of the stockholders or disinterested Directors or otherwise, whether as
to action taken in his official capacity or as to action in any other capacity
while holding such office, and such indemnification and advancement of
expenses shall continue and inure to the benefit of persons who have ceased to
be a Director, officer, employee or agent, and the heirs, executors and
administrators of such a person.
SECTION 4. The Board of Directors may from time to time in behalf of the
corporation purchase and maintain insurance on behalf of any person who is or
was a Director, officer or agent of the corporation, or is or was serving at
the request of the corporation as a Director, officer or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this
bylaw.
1996 INCENTIVE PLAN
In addition, Section 6 of the Company's 1996 Incentive Plan (the "Incentive
Plan") provides that certain directors and officers administering the Incentive
Plan shall not be liable for anything done or omitted to be done by him or her
in connection with the performance of duties under the Incentive Plan, except
for his or her own willful misconduct or as expressly provided by statute.
The above discussion of the Company's Certificate of Incorporation, Bylaws,
Incentive Plan and Section 145 of the Delaware General Corporation Law is
intended to be only a summary and is qualified in its entirety by the full text
of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration statement or
incorporated by reference herein:
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1* -- Amended Certificate of Incorporation of the Company (filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
year ended March 31, 1988, File No. 0-8418).
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<PAGE>
4.2* -- Amended Bylaws of the Company (filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended March 31,
1987, File No. 0-8418).
4.3* -- Amendment to Certificate of Incorporation of the Company
(filed as Exhibit 4(b) to the Company's Registration Statement on
Form S-8, Registration No. 33-36872).
4.4* -- Amendment to Bylaws of the Company (filed as Exhibit 3(d) to
the Company's Annual Report on Form 10-K for the year ended March
31, 1991, File No. 0-8418).
4.5* -- Amendment to Bylaws of the Company (filed as Exhibit 2 to the
Company's Current Report on Form 8-K dated November 1992, File
No. 1-10945).
4.6* -- Specimen Stock Certificate for Common Stock (filed as Exhibit
4(a) to the Company's Annual Report on Form 10-K for the year
ended March 31, 1993, File No. 1-10945).
4.7* -- Shareholder Rights Agreement dated November 20, 1992 (filed as
Exhibit 1 to the Company's Current Report on Form 8-K dated
November 1992, File No. 1-10945).
4.8* -- Bank Credit Agreement dated April 12, 1995 (filed as Exhibit
4.04 to the Company's Annual Report on Form 10-K for the year
ended March 31, 1995, File No. 1-10945).
4.9* -- Amended and Restated Bank Credit Agreement dated June 12, 1996
(filed as Exhibit 4.05 to the Company's Annual Report on Form
10-K for the year ended March 31, 1996, File No. 1-10945).
4.10* -- 1996 Incentive Plan of Oceaneering International, Inc. (filed
as Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q
for the six months ended September 30, 1996, File No. 1-10945).
5 -- Opinion of George R. Haubenreich, Jr.
23.1 -- Consent of George R. Haubenreich, Jr. (included in Exhibit 5).
23.2 -- Consent of Arthur Andersen LLP, independent public
accountants.
24 -- Powers of Attorney.
- ---------------
* Incorporated herein by reference as indicated.
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
II-4
<PAGE>
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if 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 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 whether such indemnification 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 City of Houston, State of Texas, on the 8th day of September,
1997.
OCEANEERING INTERNATIONAL, INC.
By: /S/ JOHN R. HUFF
John R. Huff
Chairman of the Board,
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 8th day of September, 1997.
SIGNATURE TITLE
--------- -----
/s/ JOHN R. HUFF Chairman of the Board, President, Chief Executive
John R. Huff Officer and Director (Principal Executive
Officer)
/s/ MARVIN J. MIGURA Senior Vice President and Chief Financial Officer
Marvin J. Migura (Principal Financial Officer)
/s/ RICHARD V. CHIDLOW Controller and Chief Accounting Officer
Richard V. Chidlow (Principal Accounting Officer)
* CHARLES B. EVANS Director
Charles B. Evans
* DAVID S. HOOKER Director
David S. Hooker
* D. MICHAEL HUGHES Director
D. Michael Hughes
* HARRIS J. PAPPAS Director
Harris J. Pappas
* By: /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1* -- Amended Certificate of Incorporation of the Company (filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
year ended March 31, 1988, File No. 0-8418).
4.2* -- Amended Bylaws of the Company (filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended March 31,
1987, File No. 0-8418).
4.3* -- Amendment to Certificate of Incorporation of the Company
(filed as Exhibit 4(b) to the Company's Registration Statement on
Form S-8, Registration No. 33-36872).
4.4* -- Amendment to Bylaws of the Company (filed as Exhibit 3(d) to
the Company's Annual Report on Form 10-K for the year ended March
31, 1991, File No. 0-8418).
4.5* -- Amendment to Bylaws of the Company (filed as Exhibit 2 to the
Company's Current Report on Form 8-K dated November 1992, File
No. 1-10945).
4.6* -- Specimen Stock Certificate for Common Stock (filed as Exhibit
4(a) to the Company's Annual Report on Form 10-K for the year
ended March 31, 1993, File No. 1-10945).
4.7* -- Shareholder Rights Agreement dated November 20, 1992 (filed as
Exhibit 1 to the Company's Current Report on Form 8-K dated
November 1992, File No. 1-10945).
4.8* -- Bank Credit Agreement dated April 12, 1995 (filed as Exhibit
4.04 to the Company's Annual Report on Form 10-K for the year
ended March 31, 1995, File No. 1-10945).
4.9* -- Amended and Restated Bank Credit Agreement dated June 12, 1996
(filed as Exhibit 4.05 to the Company's Annual Report on Form
10-K for the year ended March 31, 1996, File No. 1-10945).
4.10* -- 1996 Incentive Plan of Oceaneering International, Inc. (filed
as Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q
for the six months ended September 30, 1996, File No. 1-10945).
5 -- Opinion of George R. Haubenreich, Jr.
23.1 -- Consent of George R. Haubenreich, Jr. (included in Exhibit 5).
23.2 -- Consent of Arthur Andersen LLP, independent public
accountants.
24 -- Powers of Attorney.
- ---------------
* Incorporated herein by reference as indicated.
II-7
OCEANEERING INTERNATIONAL, INC. EXHIBIT 5
September 5, 1997
Oceaneering International, Inc.
16001 Park Ten Place, Suite 600
Houston, Texas 77084
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Oceaneering International, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 1,165,000
shares (the "Shares") of common stock of the Company, par value $0.25 per share
(the "Common Stock"), that may be issued pursuant to the terms of the 1996
Incentive Plan of Oceaneering International, Inc. (the "Incentive Plan"), I am
passing upon certain legal matters in connection with the Shares for the
Company. At your request, this opinion is being furnished to you for filing as
Exhibit 5 to the Registration Statement.
In my capacity as the Company's General Counsel, I have examined the
Company's Certificate of Incorporation and Bylaws, each as amended to date, and
the originals, or copies certified or otherwise identified, of corporate records
of the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, I have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates.
I have assumed that all signatures on all documents I examined are
genuine, that all documents submitted to me as originals are accurate and
complete, that all documents submitted to me as copies are true and correct
copies of the originals thereof and that all information submitted to me was
accurate and complete. In addition, I have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of shares of Common Stock pursuant to
the provisions of the Incentive Plan for consideration fixed by the
Committee, such shares of
<PAGE>
Oceaneering International, Inc. -2- September 5, 1997
Common Stock will be duly authorized by all necessary corporate action on the
part of the Company, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in Item 5 of the Registration
Statement.
Very truly yours,
/s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated May
14, 1997, included in Oceaneering International, Inc.'s Form 10-K for the year
ended March 31, 1997 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
September 8 , 1997
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement on Form S-8, with any amendment or amendments
thereto (including post-effective amendments) and any supplement or supplements
thereto (the "Registration Statement"), as prescribed by the Commission pursuant
to the Securities Act and the rules and regulations of the Commission
promulgated thereunder, in each case as may be necessary or appropriate,
together with any and all exhibits and other documents relating to the
Registration Statement in connection with the 1996 Incentive Plan of Oceaneering
International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint John R.
Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 17th day of February, 1997.
/s/ D. MICHAEL HUGHES
D. Michael Hughes
<PAGE>
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement on Form S-8, with any amendment or amendments
thereto (including post-effective amendments) and any supplement or supplements
thereto (the "Registration Statement"), as prescribed by the Commission pursuant
to the Securities Act and the rules and regulations of the Commission
promulgated thereunder, in each case as may be necessary or appropriate,
together with any and all exhibits and other documents relating to the
Registration Statement in connection with the 1996 Incentive Plan of Oceaneering
International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint John R.
Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 17th day of February, 1997.
/s/ CHARLES B. EVANS
Charles B. Evans
<PAGE>
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement on Form S-8, with any amendment or amendments
thereto (including post-effective amendments) and any supplement or supplements
thereto (the "Registration Statement"), as prescribed by the Commission pursuant
to the Securities Act and the rules and regulations of the Commission
promulgated thereunder, in each case as may be necessary or appropriate,
together with any and all exhibits and other documents relating to the
Registration Statement in connection with the 1996 Incentive Plan of Oceaneering
International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint John R.
Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 17th day of February, 1997.
/s/ DAVID S. HOOKER
David S. Hooker
<PAGE>
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement on Form S-8, with any amendment or amendments
thereto (including post-effective amendments) and any supplement or supplements
thereto (the "Registration Statement"), as prescribed by the Commission pursuant
to the Securities Act and the rules and regulations of the Commission
promulgated thereunder, in each case as may be necessary or appropriate,
together with any and all exhibits and other documents relating to the
Registration Statement in connection with the 1996 Incentive Plan of Oceaneering
International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint John R.
Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 17th day of February, 1997.
/s/ HARRIS J. PAPPAS
Harris J. Pappas
