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As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2628227
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11911 FM 529
HOUSTON, TEXAS 77041
(713) 329-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARVIN J. MIGURA
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OCEANEERING INTERNATIONAL, INC.
11911 FM 529
HOUSTON, TEXAS 77041
(713) 329-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
TED W. PARIS
BAKER BOTTS L.L.P.
3000 ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
(713) 229-1838
FAX: (713) 229-1522
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C>
Senior Debt Securities (2)...........................
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Subordinated Debt Securities (2).....................
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Preferred Stock, par value $1.00 per share (2).......
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Common Stock, par value $.25 per share (3)...........
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Warrants (2).........................................
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Total........................................ $ 200,000,000 $ 52,800
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial
offering price of all securities issued from time to time pursuant to
this Registration Statement exceed $200,000,000 or the equivalent
thereof in foreign currencies, foreign currency units or composite
currencies. Any securities registered hereunder may be sold separately
or as units with other securities registered hereunder.
(2) There is also being registered hereunder an indeterminate principal
amount of Debt Securities, an indeterminate number of shares of
Preferred Stock and Common Stock (together with associated preferred
stock purchase rights) and an indeterminate number of Warrants as may
be issuable on conversion, redemption, exchange or exercise of the
Debt Securities, Preferred Stock or Warrants registered hereunder,
including any applicable antidilution provisions.
(3) Includes preferred stock purchase rights associated with the Common
Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 24, 2000
PROSPECTUS
[OCEANEERING INTERNATIONAL, INC. LOGO]
OCEANEERING INTERNATIONAL, INC.
11911 FM 529
Houston, Texas 77041
(713) 329-4500
$200,000,000
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
--------------------------
------------------------------------ THE OFFERING
CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 5. We may offer from time to time:
We will provide additional terms of o senior debt securities;
our securities in one or more
supplements to this prospectus. You o subordinated debt securities;
should read this prospectus and the
related prospectus supplement o preferred stock;
carefully before you invest in our
securities. No person may use this o common stock; and
prospectus to offer and sell our
securities unless a prospectus o warrants.
supplement accompanies this
prospectus. Our common stock is listed on the
----------------------------------- New York Stock Exchange under the
symbol "OII."
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this prospectus is , 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus........................................................2
Where You Can Find More Information..........................................2
Forward-Looking Information..................................................4
About Oceaneering International, Inc.........................................4
Risk Factors.................................................................5
Use of Proceeds..............................................................8
Ratio of Earnings to Fixed Charges...........................................8
Description of Debt Securities...............................................8
Description of Capital Stock................................................17
Description of Warrants.....................................................24
Plan of Distribution........................................................26
Legal Matters...............................................................27
Experts ...................................................................27
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission under a "shelf" registration
process. Using this process, we may offer the securities this prospectus
describes in one or more offerings with a total initial offering price of up to
$200,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we use this prospectus to offer securities,
we will provide a prospectus supplement and, if applicable, a pricing
supplement. The prospectus supplement and any pricing supplement will describe
the specific terms of that offering. The prospectus supplement and any pricing
supplement may also add, update or change the information this prospectus
contains. Please carefully read this prospectus, the prospectus supplement and
any pricing supplement, in addition to the information contained in the
documents we refer to under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You can read and copy any materials we file
with the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. You can also
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
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This prospectus is part of a registration statement we have filed with
the SEC relating to the securities. This prospectus does not contain all the
information the registration statement sets forth or includes in its exhibits
and schedules, in accordance with the rules and regulations of the SEC, and we
refer you to that omitted information. The statements this prospectus makes
pertaining to the content of any contract, agreement or other document that is
an exhibit to the registration statement necessarily are summaries of their
material provisions, and we qualify them in their entirety by reference to those
exhibits for complete statements of their provisions. The registration statement
and its exhibits and schedules are available at the SEC's public reference room
or through its Web site.
The SEC allows us to "incorporate by reference" the information we
file with it, which means we can disclose important information to you by
referring you to those documents. The information we incorporate by reference
is an important part of this prospectus, and later information we file with the
SEC will automatically update and supersede that information. We incorporate by
reference the documents listed below, and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all the offered securities. The documents we incorporate by
reference are:
o our annual report on Form 10-K for the year ended
March 31, 2000;
o our quarterly report on Form 10-Q for the quarter ended
June 30, 2000; and
o the description of the common stock in our registration
statement on Form 8-A filed on November 20, 1991, as amended,
and the description of the rights to purchase preferred stock
contained in our registration statement on Form 8-A filed on
November 23, 1992, as amended.
You may request a copy of these filings (other than an exhibit to
those filings, unless we have specifically incorporated that exhibit by
reference into the filing), at no cost, by writing or telephoning us at the
following address:
Oceaneering International, Inc.
11911 FM 529
Houston, Texas 77041
Attention: Corporate Secretary
Telephone: (713) 329-4500
YOU SHOULD RELY ONLY ON THE INFORMATION WE HAVE PROVIDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE
HAVE NOT AUTHORIZED ANY PERSON (INCLUDING ANY SALESMAN OR BROKER) TO PROVIDE
INFORMATION OTHER THAN THAT PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON ITS COVER PAGE OR THAT ANY INFORMATION CONTAINED IN ANY
DOCUMENT WE HAVE INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE OF THE DOCUMENT INCORPORATED BY REFERENCE.
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FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by
reference, includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. You can identify our forward-looking statements by words such as
"estimate," "project," "predict," "believe," "expect," "anticipate," "plan,"
"forecast," "budget," "goal" or other words that convey the uncertainty of
future events or outcomes. When considering these forward-looking statements,
you should keep in mind the risk factors and other cautionary statements
contained in this prospectus, any prospectus supplement and the documents we
have incorporated by reference.
The forward-looking statements are not guarantees of future
performance, and we caution you not to rely unduly on them. We have based many
of these forward-looking statements on expectations and assumptions about
future events that may prove to be inaccurate. While our management considers
these expectations and assumptions to be reasonable, they are inherently
subject to significant business, economic, competitive, regulatory and other
risks, contingencies and uncertainties, most of which are difficult to predict
and many of which are beyond our control. These risks, contingencies and
uncertainties relate to, among other matters, the following:
o worldwide demand for oil and gas;
o general economic and business conditions and industry trends;
o the continued strength of the industry segments in which we
are involved;
o decisions about offshore developments to be made by oil and
gas companies;
o the highly competitive nature of our businesses;
o our future financial performance, including availability,
terms and deployment of capital;
o the continued availability of qualified personnel;
o operating risks normally incident to offshore exploration,
development and production operations;
o changes in, or our ability to comply with, government
regulations, including those relating to the environment;
o rapid technological changes; and
o social, political and economic situations in foreign
countries where we do business.
We have discussed some of these factors in more detail in the "Risk Factors"
section of this prospectus. These factors are not necessarily all the important
factors that could affect us. We advise you that you should (1) be aware that
important factors we do not refer to above could affect the accuracy of our
forward-looking statements and (2) use caution and common sense when
considering our forward-looking statements. We do not intend to update these
statements unless the securities laws require us to do so.
ABOUT OCEANEERING INTERNATIONAL, INC.
Oceaneering International, Inc. is an advanced applied technology
company that provides a comprehensive range of integrated technical services
and hardware to customers who operate in marine, space and other harsh
environments. Oceaneering was organized in 1969 out of the combination of three
diving service companies founded in the early 1960s. Since our establishment,
we have concentrated on the development and marketing of underwater services
and products requiring the use of advanced deepwater technology. We are one of
the world's largest underwater services contractors. We provide most of our
services and products to the oil and gas industry. These include drilling
support, subsea construction, design, lease and operation of production
systems, facilities maintenance and repair, specialty subsea hardware and
specialized onshore and offshore engineering and inspection. We operate in
numerous countries throughout the world. However, we currently focus most of
our operations on markets in the United States, the North Sea, Africa and the
Far East.
In this prospectus, we refer to Oceaneering International, Inc., its
wholly owned and majority-owned subsidiaries and its ownership interest in
equity affiliates as "we," "us" or "Oceaneering," unless we specifically state
otherwise or the context indicates otherwise. Our principal executive offices
are located at 11911 FM 529, Houston, Texas 77041, and our telephone number at
that location is (713) 329-4500.
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RISK FACTORS
You should carefully consider the following matters, in addition to
the other information we have provided in this prospectus, the accompanying
prospectus supplement and the documents we incorporate by reference, before
reaching a decision regarding an investment in our securities. The risks and
uncertainties we describe below are not the only ones relating to these
securities or facing our company. Additional risks and uncertainties not
presently known to us or that we currently do not believe are material may also
impact our business, operations, financial condition or results of operations.
OUR BUSINESS DEPENDS ON THE LEVEL OF ACTIVITY IN THE OIL AND GAS INDUSTRY,
WHICH IS SIGNIFICANTLY AFFECTED BY THE LEVEL AND VOLATILITY OF OIL AND GAS
PRICES.
Our business depends, to a large extent, on the level of activity in
offshore oil and gas exploration, development and production in markets
worldwide. Oil and gas prices, and market expectations of potential changes in
those prices, significantly affect that level of activity. Worldwide political,
economic and military events have contributed to oil and gas price volatility
and are likely to continue to do so in the future. Some factors that have
affected and are likely to continue affecting oil and gas prices and the level
of demand for our services and products include the following:
o worldwide demand for oil and gas;
o the ability of the Organization of Petroleum Exporting
Countries, or OPEC, to set and maintain production levels and
pricing;
o the level of production by non-OPEC countries;
o domestic and foreign tax policy;
o laws and governmental regulations that restrict exploration
and development of oil and gas in various offshore
jurisdictions;
o advances in exploration and development technology;
o the political environment of oil-producing regions;
o the price and availability of alternative fuels; and
o overall economic conditions.
OUR INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS NOT ASSOCIATED WITH
DOMESTIC OPERATIONS.
A significant portion of our revenues is attributable to operations in foreign
countries. These activities accounted for approximately 50% of our consolidated
revenues in the fiscal year ended March 31, 2000. Risks associated with our
operations in foreign areas include risks of:
o war and civil disturbances or other risks that may limit or
disrupt markets;
o expropriation, confiscation or nationalization of assets;
o renegotiation or nullification of existing contracts;
o foreign exchange restrictions;
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o foreign currency fluctuations;
o foreign taxation;
o the inability to repatriate earnings or capital;
o changing political conditions;
o changing foreign and domestic monetary policies; and
o regional economic downturns.
Additionally, in some jurisdictions we are subject to foreign
governmental regulations favoring or requiring the awarding of contracts to
local contractors or requiring foreign contractors to employ citizens of, or
purchase supplies from, a particular jurisdiction. These regulations may
adversely affect our ability to compete.
WE FACE INTENSE COMPETITION.
Competition in most of our business segments is intense. For most of
our services and products, our competitive position is affected by contract
terms, quality and reliability, although price is typically the most important
factor. We actively compete against some companies with substantially larger
financial and other resources.
FAILURE TO OBTAIN AND RETAIN KEY PERSONNEL COULD HURT OUR OPERATIONS.
We require highly skilled personnel to operate and provide technical
services and support for our business. Competition for the skilled labor
required for offshore operations has intensified in the last few years.
Although that competition has not materially affected us to date, we have found
it more difficult to find qualified individuals, and the possibility exists
that competition for skilled labor could limit our results of operations.
WE FACE A VARIETY OF OPERATING HAZARDS AND RISKS THAT COULD CAUSE LOSSES.
Our operations are subject to the hazards inherent in the offshore
oilfield services business. These include blowouts, explosions, fires,
collisions, capsizings and severe weather conditions. These hazards could
result in personal injury and loss of life, severe damage to or destruction of
property and equipment, pollution or environmental damage and suspension of
operations. We may incur substantial liabilities or losses as a result of these
hazards. While we maintain insurance protection against some of these risks,
and seek to obtain indemnity agreements from our customers requiring the
customers to hold us harmless from some of these risks, our insurance and
contractual indemnity protection may not be sufficient or effective to protect
us under all circumstances or against all risks. The occurrence of a
significant event not fully insured or indemnified against or the failure of a
customer to meet its indemnification obligations to us could materially and
adversely affect our results of operations and financial condition.
LAWS AND GOVERNMENTAL REGULATIONS MAY ADD TO OUR COSTS OR ADVERSELY AFFECT OUR
OPERATIONS.
Our business is affected by changes in public policy and by federal,
state, local and foreign laws and regulations relating to the energy industry.
Oil and gas exploration and production operations are affected by tax,
environmental and other laws relating to the petroleum industry, by changes in
those laws and changes in related administrative regulations. It is also
possible that these laws and regulations may in the future add significantly to
our operating costs or those of our customers or otherwise directly or
indirectly affect our operations.
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ENVIRONMENTAL REGULATIONS CAN INCREASE OUR COSTS, AND FAILURE TO COMPLY WITH
THESE REGULATIONS CAN EXPOSE US TO SIGNIFICANT LIABILITIES.
Our operations are subject to extensive federal, state, local and
foreign laws and regulations relating to the generation, storage, handling,
emission, transportation and discharge of materials into the environment.
Permits are required for the operation of various facilities, and those permits
are subject to revocation, modification and renewal. Governmental authorities
have the power to enforce compliance with their regulations, and violations are
subject to fines, injunctions or both. In some cases, those governmental
requirements can impose liability for the entire cost of cleanup on any
responsible party without regard to negligence or fault and impose liability on
us for the conduct of or conditions others have caused, or for our acts that
complied with all applicable requirements when we performed them. Although we
believe that compliance with environmental regulations will not have a material
adverse effect on our business, risks of substantial costs and liabilities
related to environmental compliance issues are inherent in offshore oilfield
service operations. It is possible that other developments, such as stricter
environmental laws and regulations, and claims for damages to property or
persons resulting from our operations, would result in substantial costs and
liabilities. While we maintain insurance protection against some of these risks
and seek to obtain indemnity agreements from our customers, our insurance and
contractual indemnity protection may not be sufficient or effective to protect
us under all circumstances or against all risks.
WE MAY ISSUE PREFERRED STOCK WHOSE TERMS COULD ADVERSELY AFFECT THE VOTING
POWER OR VALUE OF OUR COMMON STOCK.
Our certificate of incorporation authorizes us to issue, without the
approval of our shareholders, one or more classes or series of preferred stock
having such preferences, powers and relative, participating, optional and other
rights, including preferences over our common stock respecting dividends and
distributions, as our board of directors may determine. The terms of one or
more classes or series of preferred stock could adversely impact the voting
power or value of our common stock. For example, we might grant holders of
preferred stock the right to elect some number of our directors in all events
or on the happening of specified events or the right to veto specified
transactions. Similarly, the repurchase or redemption rights or liquidation
preferences we might assign to holders of preferred stock could affect the
residual value of the common stock. See "Description of Capital Stock --
Preferred Stock" and "-- Shareholders Rights Plan."
PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW COULD DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, EVEN IF THAT CHANGE WOULD BE BENEFICIAL TO
OUR SHAREHOLDERS.
The existence of some provisions in our corporate documents and
Delaware law could delay or prevent a change in control of our company, even if
that change would be beneficial to our shareholders. Our certificate of
incorporation and bylaws contain provisions that may make acquiring control of
our company difficult, including:
o provisions relating to the classification, nomination and
removal of our directors;
o provisions regulating the ability of our shareholders to
bring matters for action at annual meetings of our
shareholders;
o provisions requiring the approval of the holders of at least
80% of our voting stock for a broad range of business
combination transactions with related persons; and
o the authorization given to our board of directors to issue
and set the terms of preferred stock.
In addition, we have adopted a shareholder rights plan that would cause extreme
dilution to any person or group who attempts to acquire a significant interest
in Oceaneering without advance approval of our board of directors, while the
Delaware General Corporation Law would impose some restrictions on mergers and
other business
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combinations between us and any holder of 15% or more of our outstanding common
stock. See "Description of Capital Stock."
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we will
use the net proceeds from the sale of the offered securities for general
corporate purposes. These purposes may include acquisitions, working capital,
capital expenditures, repayment and refinancing of indebtedness and repurchases
and redemptions of securities. Pending any specific application, we may
initially invest those funds in short-term marketable securities or apply them
to the reduction of short-term indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the
periods shown is as follows:
<TABLE>
<CAPTION>
Three Months
Ended
June 30, 2000 Year Ended March 31,
------------- --------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.... 2.15 3.52x 6.21x 12.76x 9.68x 5.78x
</TABLE>
We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of income
before income taxes plus fixed charges exclusive of capitalized interest.
"Fixed charges" consist of interest, whether expensed or capitalized,
amortization of capitalized expenses relating to indebtedness and an estimate
of the portion of annual rental expense on operating leases that represents the
interest factor.
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our general
unsecured obligations. The debt securities will be either senior debt
securities or subordinated debt securities. We will issue the debt securities
under one or more separate indentures between us and a trustee that we will
name in the prospectus supplement. Senior debt securities will be issued under
a senior indenture, and subordinated debt securities will be issued under a
subordinated indenture. We sometimes call the senior indenture and the
subordinated indenture the "indentures."
We have summarized selected provisions of the indentures and the debt
securities below. This summary is not complete. You should read the indentures
for provisions that may be important to you. We have filed the forms of the
indentures with the SEC as exhibits to the registration statement. Please read
"Where You Can Find More Information."
In this summary description of the debt securities, all references to
"Oceaneering" or "us" mean Oceaneering International, Inc. only, unless we
state otherwise or the context clearly indicates otherwise.
GENERAL
The senior debt securities will constitute senior debt and will rank
equally with all our unsecured and unsubordinated debt. The subordinated debt
securities will be subordinated to, and thus have a junior position to, any
senior debt securities and all our other senior debt. The indentures will not
limit the amount of debt we may issue under the indentures, and, unless we
inform you otherwise in the prospectus supplement, they will not limit
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the amount of other unsecured debt or securities we may incur or issue. We may
issue debt securities under either indenture from time to time in one or more
series, each in an amount we authorize prior to issuance.
We conduct a substantial part of our operations through our
subsidiaries, and our subsidiaries generate a significant part of our operating
income and cash flow. As a result, distributions or advances from our
subsidiaries are important sources of funds to meet our debt service
obligations. Contractual provisions or laws, as well as our subsidiaries'
financial condition and operating requirements, may limit our ability to obtain
from our subsidiaries cash that we need to pay our debt service obligations,
including payments on the debt securities. In addition, holders of the debt
securities will have a junior position to the claims of creditors of our
subsidiaries on their assets and earnings.
Unless we inform you otherwise in the prospectus supplement, the
indentures and the debt securities will not contain:
o any covenants or other provisions designed to protect holders
of the debt securities in the event we participate in a
highly leveraged transaction; or
o provisions that give holders of the debt securities the right
to require us to repurchase their securities in the event of
a decline in our credit rating resulting from a takeover,
recapitalization or similar restructuring or otherwise.
The prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to the offering. These terms
will include some or all of the following:
o the title of the debt securities;
o the total principal amount of the debt securities;
o whether the debt securities are senior debt securities or
subordinated debt securities;
o whether we will issue the debt securities in individual
certificates to each holder or in the form of temporary or
permanent global securities held by a depositary on behalf of
holders;
o the date or dates on which the principal of and any premium
on the debt securities will be payable;
o any interest rate, the date from which interest will accrue,
interest payment dates and record dates for interest
payments;
o whether and under what circumstances any additional amounts
with respect to the debt securities will be payable;
o the place or places where payments on the debt securities
will be payable;
o any provisions for redemption or early repayment;
o any sinking fund or other provisions that would obligate us
to redeem, purchase or repay the debt securities prior to
maturity;
o the denominations in which we may issue the debt securities;
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o whether payments on the debt securities will be payable in
foreign currency or currency units or another form, and
whether payments will be payable by reference to any index or
formula;
o the portion of the principal amount of the debt securities
that will be payable if the maturity is accelerated, if other
than the entire principal amount;
o any additional means of defeasance of the debt securities,
any additional conditions or limitations to defeasance of the
debt securities or any changes to those conditions or
limitations;
o any changes or additions to the events of default or
covenants this prospectus describes;
o any restrictions or other provisions relating to the transfer
or exchange of the debt securities;
o any terms for the conversion or exchange of the debt
securities for other securities issued by Oceaneering or any
other entity; and
o any other terms of the debt securities.
We may sell the debt securities at a discount, which may be
substantial, below their stated principal amount. Those debt securities may
bear no interest or interest at a rate that at the time of issuance is below
market rates.
If we sell any of the debt securities for any foreign currency or
currency unit or if payments on the debt securities are payable in any foreign
currency or currency unit, we will describe in the prospectus supplement the
restrictions, elections, tax consequences, specific terms and other information
relating to those debt securities and the foreign currency or currency unit.
SUBORDINATION
Under the subordinated indenture, payment of the principal, interest
and any premium on the subordinated debt securities will generally be
subordinated and junior in right of payment to the prior payment in full of all
Senior Debt. Unless we inform you otherwise in the prospectus supplement, we
may not make any payment of principal, interest or any premium on the
subordinated debt securities if:
o we fail to pay the principal, interest, premium or any other
amounts on any Senior Debt when due; or
o we default in performing any other covenant (a "covenant
default") in any Senior Debt that we have designated if the
covenant default allows the holders of that Senior Debt to
accelerate the maturity of the Senior Debt they hold.
Unless we inform you otherwise in the prospectus supplement, a
covenant default will prevent us from making payments on the subordinated debt
securities only for up to 179 days after holders of the Senior Debt give the
trustee for the subordinated debt securities notice of the covenant default.
The subordination provisions will not affect our obligation, which
will be absolute and unconditional, to pay, when due, principal of, premium, if
any, and interest on the subordinated debt securities. In addition, the
subordination provisions will not prevent the occurrence of any default under
the subordinated indenture.
Unless we inform you otherwise in the prospectus supplement, the
subordinated indenture will not limit the amount of Senior Debt that we may
incur. As a result of the subordination of the subordinated debt securities,
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if we became insolvent, holders of subordinated debt securities may receive
less on a proportionate basis than our other creditors.
Unless we inform you otherwise in the prospectus supplement, "Senior
Debt" will mean all notes or other indebtedness, including guarantees, of
Oceaneering for money borrowed and similar obligations, unless the indebtedness
states that it is not senior to the subordinated debt securities or our other
junior debt.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indentures generally will permit a consolidation or merger between
us and another entity. They also will permit the sale by us of our assets
substantially as an entirety. The indentures will provide, however, that we may
consolidate with another entity to form a new entity or merge into any other
entity or transfer or dispose of our assets substantially as an entirety to any
other entity only if:
o the resulting or surviving entity is organized and existing
under the laws of any United States jurisdiction and assumes
the due and punctual payments on the debt securities and the
performance of our covenants and obligations under the
applicable indenture and the debt securities; and
o immediately after giving effect to the transaction, no
default or event of default would occur and be continuing.
EVENTS OF DEFAULT
Unless we inform you otherwise in the prospectus supplement, the
following will be events of default with respect to a series of debt
securities:
o our failure to pay interest or any required additional
amounts on any debt securities of that series for 30 days;
o our failure to pay principal of or any premium on any debt
securities of that series when due;
o our failure to deposit any mandatory sinking fund payment for
that series of debt securities for 30 days;
o our failure to comply with any of our covenants or agreements
in the debt securities of that series or the applicable
indenture, other than an agreement or covenant that we have
included in that indenture solely for the benefit of other
series of debt securities, for 90 days after written notice
by the trustee or by the holders of at least 25% in principal
amount of all the outstanding debt securities issued under
that Indenture that are affected by that failure;
o certain events involving bankruptcy, insolvency or
reorganization of Oceaneering; and
o any other event of default provided for that series of debt
securities.
A default under one series of debt securities will not necessarily be
a default under another series. The trustee may withhold notice to the holders
of the debt securities of any default or event of default, except in any
payment on the debt securities, if the trustee in good faith determines that
withholding notice is in the interest of the holders of the debt securities.
If an event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series affected by the default (or, in
some
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cases, 25% in principal amount of all senior debt securities or subordinated
debt securities affected, voting as one class) may declare the principal of and
all accrued and all unpaid interest on those debt securities to be due and
payable. If an event of default relating to events of bankruptcy, insolvency or
reorganization occurs, the principal of and all accrued and unpaid interest on
all the debt securities will become immediately due and payable without any
action on the part of the applicable trustee or any holder. The holders of a
majority in principal amount of the outstanding debt securities of the series
affected by the default (or of all senior debt securities or subordinated debt
securities affected, voting as one class) may in some cases rescind this
accelerated payment requirement. Depending on the terms of our other
indebtedness, an event of default under either of the indentures may give rise
to cross defaults on our other indebtedness.
A holder of a debt security of any series will be able to pursue any
remedy under the applicable indenture only if:
o the holder gives the trustee written notice of a continuing
event of default for that series;
o the holders of at least 25% in principal amount of the
outstanding debt securities of that series make a written
request to the trustee to pursue the remedy;
o the holder or holders offer to the trustee indemnity
reasonably satisfactory to it;
o the trustee fails to act for a period of 60 days after
receipt of notice and offer of indemnity; and
o during that 60-day period, the holders of a majority in
principal amount of the debt securities of that series do not
give the trustee a direction inconsistent with the request.
This provision will not, however, affect the right of a holder of a debt
security to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the
outstanding debt securities of a series (or of all debt securities affected,
voting as one class) will be able to direct the time, method and place of:
o conducting any proceeding for any remedy available to the
applicable trustee; and
o exercising any trust or power conferred on the applicable
trustee not relating to or arising under an event of default.
Each indenture will require us to file with the trustee each year a
written statement as to our compliance with the covenants contained in that
indenture.
MODIFICATION AND WAIVER
We may amend or supplement either indenture if the holders of a
majority in principal amount of the outstanding debt securities of all series
issued under the applicable indenture and affected by the amendment or
supplement, acting as one class, consent to it. Without the consent of the
holder of each debt security affected, however, no amendment or supplement may:
o reduce the amount of debt securities whose holders must
consent to an amendment, supplement or waiver;
o reduce the rate of or change the time for payment of interest
on any debt security;
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o reduce the principal of, premium on or any mandatory sinking
fund payment for any debt security;
o change the stated maturity of any debt security;
o reduce any premium payable on the redemption of any debt
security or change the time at which any debt security may or
must be redeemed;
o change any obligation to pay additional amounts on any debt
security;
o make the payments on any debt security payable in any
currency or currency unit other than as the debt security
originally states;
o impair the holder's right to institute suit for the
enforcement of any payment on any debt security;
o make any change in the percentage of principal amount of debt
securities necessary to waive compliance with certain
provisions of the applicable indenture or to make any change
in the applicable indenture's provisions for modification;
o waive a continuing default or event of default regarding any
payment on any debt security; or
o with respect to the subordinated indenture, modify the
provisions relating to the subordination of any subordinated
debt security in a manner adverse to the holder of that
security.
We and the applicable trustee may agree to amend or supplement either
indenture or waive any provision of either indenture without the consent of any
holders of debt securities in some circumstances, including:
o to cure any ambiguity, omission, defect or inconsistency;
o to provide for the assumption of our obligations under the
indenture by a successor upon any merger, consolidation or
asset transfer;
o to provide for uncertificated debt securities in addition to
or in place of certificated debt securities or to provide for
bearer debt securities;
o to provide any security for or add guarantees of any series
of debt securities;
o to comply with any requirement to effect or maintain the
qualification of the indenture under the Trust Indenture Act
of 1939;
o to add covenants that would benefit the holders of any debt
securities or to surrender any rights we have under the
indenture;
o to add events of default with respect to any debt securities;
o to make any change that does not adversely affect any
outstanding debt securities of any series in any material
respect;
o to facilitate the defeasance or discharge of any series of
debt securities if that change does not adversely affect the
holders of debt securities of that series or any other series
under the indenture in any material respect; and
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o to provide for the acceptance of a successor or another
trustee.
The holders of a majority in principal amount of the outstanding debt
securities of any series (or of all senior debt securities or subordinated debt
securities affected, voting as one class) may waive any existing or past
default or event of default with respect to those debt securities. Those
holders may not, however, waive any default or event of default in any payment
on any debt security or compliance with a provision that cannot be amended or
supplemented without the consent of each holder affected.
DEFEASANCE
When we use the term "defeasance," we mean discharge from some or all
of our obligations under an indenture. If we deposit with the applicable
trustee funds or government securities sufficient to make payments on the debt
securities of a series on the dates those payments are due and payable, then,
at our option, either of the following will occur:
o we will be discharged from our obligations with respect to
the debt securities of that series ("legal defeasance"); or
o we will no longer have any obligation to comply with the
restrictive covenants under the applicable indenture, and the
related events of default will no longer apply to us, but
some of our other obligations under the indenture and the
debt securities of that series, including our obligation to
make payments on those debt securities, will survive
("covenant defeasance").
If we defease a series of debt securities, the holders of the debt
securities of the series affected will not be entitled to the benefits of the
applicable indenture, except for our obligations to:
o register the transfer or exchange of debt securities;
o replace stolen, lost or mutilated debt securities; and
o maintain paying agencies and hold moneys for payment in
trust.
Unless we inform you otherwise in the prospectus supplement, we will
be required to deliver to the applicable trustee an opinion of counsel that the
deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for United States federal income
tax purposes. If we elect legal defeasance, that opinion of counsel must be
based on a ruling from the United States Internal Revenue Service or a change
in law to that effect.
GOVERNING LAW
New York law will govern the indentures and the debt securities.
TRUSTEE
If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent person in the conduct
of his own affairs. The trustee will become obligated to exercise any of its
powers under the indenture at the request of any of the holders of any debt
securities only after those holders have offered the trustee indemnity
reasonably satisfactory to it.
Each indenture will limit the right of the trustee, if it becomes one
of our creditors, to obtain payment of claims or to realize on certain property
received for any such claim, as security or otherwise. The trustee may
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engage in other transactions with us. If it acquires any conflicting interest,
however, it must eliminate that conflict or resign.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
We will issue the debt securities in registered form. We will not
charge a service charge for any registration of transfer or exchange of the
debt securities. We may, however, require the payment of any tax or other
governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt
securities of the same series with the same total principal amount and the same
terms but in different authorized denominations in accordance with the
applicable indenture. Holders may present debt securities for registration of
transfer at the office of the security registrar or any transfer agent we
designate. The security registrar or transfer agent will effect the transfer or
exchange when it is satisfied with the documents of title and identity of the
person making the request.
Unless we inform you otherwise in the prospectus supplement, we will
appoint the trustee under each indenture as security registrar for the debt
securities we issue under that indenture. If the prospectus supplement refers
to any transfer agents initially designated by us, we may at any time rescind
that designation or approve a change in the location through which any transfer
agent acts. We will be required to maintain an office or agency for transfers
and exchanges in each place of payment. We may at any time designate additional
transfer agents for any series of debt securities or rescind the designation of
any transfer agent.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any
debt security:
o during a period beginning 15 business days before the day of
mailing of the relevant notice of redemption and ending on
the close of business on that day of mailing; or
o if we have called the debt security for redemption in whole
or in part, except the unredeemed portion of any debt
security being redeemed in part.
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in the prospectus supplement, we will
make payments on the debt securities in U.S. dollars at the office of the
applicable trustee or any paying agent we designate. At our option, we may make
payments by check mailed to the holder's registered address or, with respect to
global debt securities, by wire transfer. Unless we inform you otherwise in the
prospectus supplement, we will make interest payments to the person in whose
name the debt security is registered at the close of business on the record
date for the interest payment.
Unless we inform you otherwise in the prospectus supplement, we will
designate the trustee under each indenture as our paying agent for payments on
debt securities we issue under that indenture. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws,
the trustee and paying agent will repay to us upon written request any funds
held by them for payments on the debt securities that remain unclaimed for two
years after the date upon which that payment has become due. After repayment to
us, holders entitled to those funds must look only to us for payment.
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BOOK-ENTRY DEBT SECURITIES
We may issue the debt securities of a series in the form of one or
more global debt securities that would be deposited with a depositary or its
nominee identified in the prospectus supplement. We may issue global debt
securities in either temporary or permanent form. We will describe in the
prospectus supplement the terms of any depositary arrangement and the rights
and limitations of owners of beneficial interests in any global debt security.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
o 90,000,000 shares of common stock; and
o 3,000,000 shares of preferred stock, issuable in series.
As of August 21, 2000, there were 22,959,128 shares of common stock
issued and outstanding, net of 1,057,918 shares held as treasury stock. Also as
of August 21, 2000, there were no shares of our preferred stock issued and
outstanding.
In the discussion that follows, we have summarized selected provisions
of our certificate of incorporation, as amended, and our amended and restated
by-laws relating to our capital stock. This summary is not complete. You should
read the provisions of our certificate of incorporation and by-laws as
currently in effect for provisions that may be important to you. We have filed
copies of those documents with the SEC, and they are incorporated by reference
as exhibits to the registration statement. Please read "Where You Can Find More
Information."
COMMON STOCK
Holders of common stock are entitled to one vote per share on matters
submitted to them. Holders of common stock may not cumulate their votes in the
election of directors. As a result, the holders of a majority of the voting
power of the shares voting for the election of directors can elect all
directors to be elected if they choose to do so. Our board of directors may
grant holders of preferred stock, in the resolutions creating the series of
preferred stock, the right to vote on the election of directors or any
questions affecting us.
Some business combination transactions, as defined in our certificate
of incorporation, require more than a simple majority vote. We have described
these business combination transactions below under "-- Other Matters --
Business Combination Transactions Requiring More Than a Majority Vote."
Holders of common stock will be entitled to dividends in such amounts
and at such times as our board of directors in its discretion may declare out
of funds legally available for the payment of dividends. The payment of
dividends on the common stock may be limited by obligations we may have to
holders of any preferred stock or by the provisions of our debt instruments. We
generally do not pay cash dividends, and we intend to retain future earnings to
provide funds for use in the operation and expansion of our business.
If we liquidate or dissolve our business, the holders of common stock
will share ratably in all assets available for distribution to shareholders
after our creditors are paid in full and the holders of all series of our
outstanding preferred stock, if any, receive their liquidation preferences in
full.
The common stock has no preemptive rights and is not convertible or
redeemable or entitled to the benefits of any sinking or repurchase fund. All
issued and outstanding shares of common stock are fully paid and nonassessable.
Any shares of common stock we offer and sell under this prospectus will also be
fully paid and nonassessable.
Our outstanding shares of the common stock are listed on the New York
Stock Exchange and trade under the symbol "OII." Any additional shares of
common stock we offer and sell under this prospectus will also be listed on the
New York Stock Exchange.
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PREFERRED STOCK
At the direction of our board of directors, without any action by the
holders of common stock, we may issue one or more series of preferred stock
from time to time. Our board of directors can determine the number of shares of
each series of preferred stock and the rights, preferences, privileges and
restrictions, including dividend rights, voting rights, conversion or exchange
rights, terms of redemption and liquidation preferences, of each series.
The prospectus supplement relating to any series of preferred stock we
offer will include specific terms relating to the offering. These terms will
include some or all of the following:
o the series designation of the preferred stock;
o the maximum number of shares of the series;
o the dividend rate (or the method of calculating the
dividend), the date from which dividends will accrue and
whether dividends will be cumulative;
o any liquidation preference;
o any optional redemption provisions;
o any sinking fund or other provisions that would obligate us
to redeem or repurchase the preferred stock;
o any terms for the conversion or exchange of the preferred
stock for any other securities;
o any voting rights; and
o any other preferences and relative, participating, optional
or other special rights or any qualifications, limitations or
restrictions on the rights of the shares.
Any preferred stock we offer and sell under this prospectus will be
fully paid and nonassessable.
The description of the terms of the preferred stock to be set forth in
an applicable prospectus supplement will not be complete and will be subject to
and qualified by the certificate of designation relating to the applicable
series of preferred stock. The registration statement will include the
certificate of designation as an exhibit or will incorporate the certificate of
designation by reference. You should read that document for provisions that may
be important to you.
Undesignated preferred stock may enable our board of directors to
render more difficult or to discourage an attempt to obtain control of us by
means of a tender offer, proxy contest, merger or otherwise, and to thereby
protect the continuity of our management. The issuance of shares of preferred
stock may adversely affect the rights of the holders of common stock. For
example, any preferred stock issued may rank prior to the common stock as to
dividend rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of common stock. As a result,
the issuance of shares of preferred stock may discourage bids for common stock
or may otherwise adversely affect the market price of the common stock or any
existing preferred stock.
SHAREHOLDER RIGHTS PLAN
On November 20, 1992, we entered into a rights agreement with First
Chicago Trust Company of New York, as rights agent, providing for the issuance
of preferred stock purchase rights to holders of common stock.
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Under the plan, each share of common stock currently includes one right to
purchase from us a unit consisting of one one-hundredth of a share of our
Series B junior participating preferred stock at an exercise price of $60.00
per unit, subject to adjustment. We have summarized selected provisions of the
rights agreement below. This summary is not complete. You should read the
rights agreement for provisions that may be important to you. We have filed a
copy of the rights agreement with the SEC, and it is incorporated by reference
as an exhibit to the registration statement. Please read "Where You Can Find
More Information."
The rights are attached to all certificates representing our currently
outstanding common stock and will attach to all common stock certificates we
issue prior to the "rights distribution date." That date would occur, except in
some cases, on the earlier of:
o ten days following a public announcement that a
person or group of affiliated or associated persons
(collectively, an "acquiring person") has acquired
or obtained the right to acquire beneficial
ownership of 15% or more of the outstanding shares
of common stock; or
o ten business days following the start of a tender or
exchange offer that would result, if closed, in a
person's becoming an acquiring person.
Our board of directors may defer the rights distribution date in some
circumstances.
Until the rights distribution date:
o common stock certificates will evidence the rights;
o the rights will be transferable only with those
certificates;
o those certificates will contain a notation
incorporating the rights agreement by reference; and
o the surrender for transfer of any of those
certificates also will constitute the transfer of
the rights associated with the stock that
certificate represents.
The rights are not exercisable until after the rights distribution
date and will expire at the close of business on December 4, 2002, unless we
earlier redeem or exchange them as we describe below.
As soon as practicable after the rights distribution date, the rights
agent will mail certificates representing the rights to holders of record of
common stock as of the close of business on that date and, from and after that
date, only separate rights certificates will represent the rights.
We will not issue rights with any shares of common stock we issue
after the rights distribution date, except (1) as our board of directors
otherwise may determine and (2) together with shares of common stock we issue
as a result of previously established incentive plans or convertible
securities.
A "flip-in event" will occur under the rights agreement when a person
becomes an acquiring person otherwise than pursuant to a "permitted offer." The
rights agreement defines "permitted offer" to mean a tender or exchange offer
for all outstanding shares of common stock at a price and on terms that a
majority of the independent members of our board of directors determines to be
fair to and otherwise in our best interests and the best interests of our
shareholders.
If a flip-in event occurs, our board of directors may, at any time
until ten days after the public announcement that a person has become an
acquiring person, cause us to redeem the rights in whole, but not in
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part, at a redemption price of $.01 per right, subject to adjustment for any
stock split, stock dividend or similar transaction occurring before the date of
redemption. At our option, we may pay that redemption price in cash, shares of
common stock or any other consideration our board of directors selects. The
rights will not be exercisable after a flip-in event until they are no longer
redeemable. If our board of directors timely orders the redemption of the
rights, the rights will terminate on the effectiveness of that action.
If a flip-in event occurs and we do not redeem the rights, each right,
other than any right that has become null and void as we describe below, will
become exercisable, at the time we no longer may redeem it, to receive the
number of shares of common stock (or, in some cases, cash, property or other of
our securities) which has a "current market price" (as the rights agreement
defines that term) equal to two times the exercise price of the right.
When a flip-in event occurs, all rights that then are, or under the
circumstances the rights agreement specifies previously were, beneficially
owned by an acquiring person or specified related parties will become null and
void in the circumstances the rights agreement specifies.
A "flip-over event" will occur under the rights agreement when, at any
time from and after the time a person becomes an acquiring person, (1) we are
acquired in a merger or other business combination transaction, other than
specified mergers that follow a permitted offer of the type we describe above;
or (2) 50% or more of our assets or earning power is sold or transferred. If a
flip-over event occurs, each holder of a right (except rights that previously
have become void as we describe above) thereafter will have the right to
receive, on exercise of that right, the number of shares of common stock of the
acquiring company which has a current market price equal to two times the
exercise price of the right.
The number of outstanding rights associated with a share of common
stock, the number of fractional shares of junior participating preferred stock
issuable on exercise of a right and the exercise price of the rights are
subject to adjustment in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the common stock occurring prior to the
rights distribution date. The exercise price of the rights and the number of
fractional shares of junior participating preferred stock or other securities
or property issuable on exercise of the rights also are subject to adjustment
from time to time to prevent dilution in the event of some transactions
affecting the junior participating preferred stock.
With some exceptions, the rights agreement will not require us to
adjust the exercise price of the rights until cumulative adjustments amount to
at least 1% of that exercise price. It also will not require us to issue
fractional shares of junior participating preferred stock that are not integral
multiples of one one-hundredth, and, in lieu thereof, we will make a cash
adjustment based on the market price of the junior participating preferred
stock on the last trading date prior to the date of exercise. The rights
agreement reserves to us the right to require prior to the occurrence of any
flip-in event or flip-over event that, on any exercise of rights, a number of
rights must be exercised so that we will issue only whole shares of junior
participating preferred stock.
At any time after the occurrence of a flip-in event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of common
stock then outstanding, we may, at our option, exchange the rights (other than
rights owned by an acquiring person or an affiliate or an associate of an
acquiring person, which will have become void), in whole or in part, at an
exchange ratio of one share of common stock, and/or other equity securities we
deem to have the same value as one share of common stock, per right, subject to
adjustment.
During the time we may redeem the rights, we may, at the direction of
our board of directors, amend any of the provisions of the rights agreement
other than the redemption price. Thereafter, we may amend the provisions of the
rights agreement, other than the redemption price, only as follows:
o to cure any ambiguity, defect or inconsistency;
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o to make changes that do not materially adversely
affect the interests of holders of rights, excluding
the interests of any acquiring person; or
o to shorten or lengthen any time period under the
rights agreement; provided, however, that we cannot
lengthen the time period governing redemption if the
rights are no longer redeemable.
Until a right is exercised, the holder thereof, as such, will have no
rights to vote or receive dividends or any other rights as a shareholder.
The rights have anti-takeover effects. They will cause substantial
dilution to any person or group that attempts to acquire us without the
approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us,
even if the acquisition may be favorable to the interests of our shareholders.
Because our board of directors can redeem the rights or approve a permitted
offer, the rights should not interfere with a merger or other business
combination our board of directors approves.
LIMITATION ON DIRECTORS' LIABILITY
Delaware law authorizes Delaware corporations to limit or eliminate
the personal liability of their directors to them and their shareholders for
monetary damages for breach of a director's fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations Delaware law authorizes,
directors of Delaware corporations are accountable to those corporations and
their shareholders for monetary damages for conduct constituting gross
negligence in the exercise of their duty of care. Delaware law enables Delaware
corporations to limit available relief to equitable remedies such as injunction
or rescission. Our certificate of incorporation limits the liability of our
directors to us or our shareholders to the fullest extent Delaware law permits.
Specifically, no member of our board of directors will be personally liable for
monetary damages for any breach of the member's fiduciary duty as a director,
except for liability:
o for any breach of the member's duty of loyalty to us or our
shareholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock
repurchases or redemptions or provided in Section 174 of the
Delaware General Corporation Law; and
o for any transaction from which the member derived an improper
personal benefit.
This provision could have the effect of reducing the likelihood of
derivative litigation against our directors and may discourage or deter our
shareholders or management from bringing a lawsuit against our directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited our shareholders and us. Our bylaws provide
indemnification to our officers and directors and other specified persons with
respect to their conduct in various capacities, and we have entered into
agreements with each of our directors which indemnify them to the fullest
extent Delaware law permits.
DELAWARE ANTI-TAKEOVER STATUTE
As a Delaware corporation, we are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder," which is defined generally as a person owning 15% or
more of a Delaware corporation's outstanding voting stock or any affiliate or
associate of that person, from
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engaging in a broad range of "business combinations" with the corporation for
three years following the date that person became an interested stockholder
unless:
o before that person became an interested stockholder, the
board of directors of the corporation approved the
transaction in which that person became an interested
stockholder or approved the business combination;
o on completion of the transaction that resulted in that
person's becoming an interested stockholder, that person
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction began, excluding
stock held by (1) directors who are also officers of the
corporation and (2) any employee stock plan that does not
provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a
tender or exchange offer; or
o after the transaction in which that person became an
interested stockholder, both the board of directors of the
corporation and the holders of at least two-thirds of the
outstanding voting stock of the corporation not owned by that
person approve the business combination.
Under Section 203, the restrictions described above also do not apply
to specific business combinations proposed by an interested stockholder
following the announcement or notification of designated extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if a majority of the directors who were directors prior to any
person's becoming an interested stockholder during the previous three years, or
were recommended for election or elected to succeed those directors by a
majority of those directors, approve or do not oppose that extraordinary
transaction.
OTHER MATTERS
Some of the provisions of our certificate of incorporation and bylaws
discussed below may have the effect, either alone or in combination with the
provisions of Section 203 of the Delaware General Corporation Law, of making
more difficult or discouraging a tender offer, proxy contest or other takeover
attempt that our board of directors opposes but that a shareholder might
consider to be in its best interest.
Classified Board of Directors. Our certificate of incorporation and
bylaws provide for a classified board of directors. Except for directors that
the holders of preferred stock may elect, our board of directors is divided
into three classes, with the directors of each class as nearly equal in number
as possible. The directors of each class serve a term that expires at the third
succeeding annual meeting of our shareholders after their election, and each
director holds office until his or her successor is duly elected and qualified.
At each annual meeting of our shareholders, the term of a different class of
our directors expires. Our certificate of incorporation also provides that (1)
the classified board provisions may not be amended without the affirmative vote
of the holders of at least 80% of the outstanding shares of common stock, (2)
no decrease in the number of our directors will shorten the term of any
incumbent director and (3) a director may be removed only for cause. Our
certificate of incorporation also provides generally that any vacancies will be
filled only by the affirmative vote of a majority of our remaining directors,
even if less than a quorum. Therefore, without an amendment to our certificate
of incorporation, our board of directors could prevent any shareholder from
enlarging our board of directors and filling the new directorships with that
shareholder's own nominees. The classification of our board of directors could
prevent a party who acquires control of a majority of our outstanding voting
stock from obtaining control of our board of directors until the second annual
shareholders' meeting following the date that party obtains that control.
Business Combination Transactions Requiring More Than a Majority Vote.
Under our certificate of incorporation, the holders of at least 80% of the
voting power of the then outstanding shares of our capital stock who are
eligible to vote generally in the election of directors (as of the date of this
prospectus, holders of common
22
<PAGE> 24
stock) are required to approve some types of business transactions between
Oceaneering and a "related person" (as that term is defined in our certificate
of incorporation), including:
o any merger or consolidation of Oceaneering or any of our
subsidiaries with a related person;
o any sale, lease, exchange, mortgage, transfer or other
disposition of assets (including voting securities of our
subsidiaries) representing more than 30% of the fair market
value of our total assets to a related person;
o certain asset acquisitions (including acquisitions of
securities of a related person) from a related person; and
o the issuance by us or any of our subsidiaries of any of our
securities or securities of any of our subsidiaries.
The same level of shareholder approval is also required for:
o the adoption of any plan or proposal for our liquidation or
dissolution if, as of the record date for the determination
of shareholders entitled to vote on that plan or proposal,
any person is a related person;
o any recapitalization that would have the effect of increasing
the voting power of a related person; and
o any amendment of these super-majority approval requirements.
The continuing directors, as defined in our certificate of
incorporation, may waive the provisions described above by special vote
approving the business combination transaction. In addition, these provisions
will not apply if specific fair price requirements are met.
The super-majority requirements described above could cause the
following:
o a delay, deferral or prevention of a change in control of our
company;
o entrench management; or
o make it more difficult to effect a business transaction even
if the transaction is favored by a majority of our
independent shareholders.
Shareholder Proposals. Our bylaws contain advance-notice and other
procedural requirements that apply to shareholder nominations of persons for
election to the board of directors at any annual or special meeting of
shareholders and to shareholder proposals that shareholders take any other
action at any annual meeting. In the case of any annual meeting, a shareholder
proposing to nominate a person for election to the board of directors or
proposing that any other action be taken must give our corporate secretary
written notice of the proposal not less than 120 days and not more than 180
days before the anniversary date of the immediately preceding annual meeting.
These shareholder proposal deadlines are subject to exceptions if the pending
annual meeting date differs by more than specified periods from that
anniversary date. If the chairman of our board of directors, a majority of our
board of directors or our chief executive officer calls a special meeting of
shareholders for the election of directors, a shareholder proposing to nominate
a person for that election must give our corporate secretary written notice of
the proposal not earlier than 180 days prior to that special meeting and not
later than the last to occur of (1) 120 days prior to that special meeting or
(2) the 10th day following the day we publicly disclose the date of the
23
<PAGE> 25
special meeting. Our by-laws prescribe the specific information any advance
written shareholder notice must contain.
The advance-notice procedure may have the effect of precluding a
contest for the election of directors or the consideration of shareholder
proposals if the proper procedures are not followed, and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposal, without regard to
whether consideration of those nominees or proposals might be harmful or
beneficial to our company and our shareholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is First Chicago
Trust Company of New York, a division of EquiServe, L.P.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, common stock,
preferred stock or other securities. We may issue warrants independently or
together with other securities. Warrants sold with other securities may be
attached to or separate from the other securities. If we issue warrants, we
will do so under one or more warrant agreements between us and a warrant agent
that we will name in the prospectus supplement.
We have summarized selected provisions of the warrants below. This
summary is not complete. If we offer any warrants, we will file the forms of
warrant certificate and warrant agreement with the SEC, and you should read
those documents for provisions that may be important to you.
The prospectus supplement relating to any warrants being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:
o the title of the warrants;
o the aggregate number of warrants offered;
o the designation, number and terms of the debt securities,
common stock, preferred stock or other securities purchasable
on exercise of the warrants, and procedures that may result
in the adjustment of those numbers;
o the exercise price of the warrants;
o the dates or periods during which the warrants are
exercisable;
o the designation and terms of any securities with which the
warrants are issued;
o if the warrants are issued as a unit with another security,
the date on and after which the warrants and the other
security will be separately transferable;
o if the exercise price is not payable in U.S. dollars, the
foreign currency, currency unit or composite currency in
which the exercise price is denominated;
o any minimum or maximum amount of warrants that may be
exercised at any one time;
24
<PAGE> 26
o any terms, procedures and limitations relating to the
transferability, exchange or exercise of the warrants; and
o any other terms of the warrants.
Warrant certificates will be exchangeable for new warrant certificates
of different denominations at the office indicated in the prospectus
supplement. Prior to the exercise of their warrants, holders of warrants will
not have any of the rights of holders of the securities subject to the
warrants.
MODIFICATIONS
We may amend the warrant agreements and the warrants without the
consent of the holders of the warrants to cure any ambiguity, to cure, correct
or supplement any defective or inconsistent provision, or in any other manner
that will not materially and adversely affect the interests of holders of
outstanding warrants.
We may also modify or amend certain other terms of the warrant
agreements and the warrants with the consent of the holders of not less than a
majority in number of the then outstanding unexercised warrants affected.
Without the consent of the holders affected, however, no modification or
amendment may:
o shorten the period of time during which the warrants may be
exercised; or
o otherwise materially and adversely affect the exercise rights
of the holders of the warrants.
ENFORCEABILITY OF RIGHTS
The warrant agent will act solely as our agent. The warrant agent will
not have any duty or responsibility if we default under the warrant agreements
or the warrant certificates. A warrant holder may, without the consent of the
warrant agent, enforce by appropriate legal action on its own behalf the
holder's right to exercise the holder's warrants.
25
<PAGE> 27
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States
(1) through underwriters or dealers, (2) directly to purchasers or (3) through
agents. The prospectus supplement will set forth the following information:
o the terms of the offering;
o the names of any underwriters or agents;
o the name or names of any managing underwriter or
underwriters;
o the purchase price of the securities from us;
o the net proceeds we will receive from the sale of the
securities;
o any delayed delivery arrangements;
o any underwriting discounts, commissions and other items
constituting underwriters' compensation;
o any initial public offering price;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any commissions paid to agents.
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters
may purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, in which selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If we use dealers in the sale of securities, we will sell the
securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. We
will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In that event, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
26
<PAGE> 28
We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the
Securities Act of 1933 with respect to any sale of those securities. We will
describe the terms of any such sales in the prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL MATTERS
Baker Botts L.L.P., Houston, Texas, our outside counsel, will issue an
opinion about the legality of the offered securities for us. Any underwriters
will be advised about other issues relating to any offering by their own legal
counsel.
EXPERTS
The audited financial statements for the year ended March 31, 2000
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.
27
<PAGE> 29
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses payable by Oceaneering
International, Inc. (the "Company") in connection with the issuance and
distribution of the securities being registered. All the amounts shown are
estimates, except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee.....................................$ 52,800
Printing expenses........................................ 40,000
Legal fees and expenses.................................. 80,000
Accounting fees and expenses............................. 60,000
Fees and expenses of trustee and counsel................. 20,000
Fees and expenses of transfer agent...................... 5,000
Rating agency fees....................................... 50,000
Miscellaneous expenses................................... 17,200
--------
Total..............................................$325,000
========
</TABLE>
----------
* To be provided by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a
Delaware 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
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director or 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. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by that person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner he or she 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 or her conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and others
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the corporation.
Where a director or officer is successful on the merits or otherwise in the
defense of any action referred to above or in defense of any claim, issue or
matter therein, the corporation must indemnify that director or officer against
the expenses (including attorneys' fees) which he or she actually and
reasonably incurred in connection therewith.
Article VI of the Company's amended and restated bylaws provides that
the Company shall indemnify and hold harmless each of its directors and
officers, to the fullest extent applicable law permits, from and against any
and all judgments, penalties, fines (including excise taxes), amounts paid in
settlement and, subject to certain limitations, expenses arising out of any
event or occurrence by reason of the fact that such person is or was a director
or an officer of the Company. Article VI of the Company's bylaws also provides
that the Company may indemnify and hold harmless any director, officer,
employee or agent of the Company from and against any and all judgments,
penalties, fines (including excise taxes), amounts paid in settlement and,
subject to certain limitations, expenses arising out of any event or occurrence
by reason of the fact that such person is or was an employee or agent of the
Company or is or was serving in another capacity (other than as a director or
an officer of the
II-1
<PAGE> 30
Company) at the written request of the Company. Article VI of the Company's
bylaws also provides that the Company may provide advances to an indemnitee to
cover expenses he incurs in defending against any action, suit or proceeding
that may give rise to a right of the indemnitee to indemnification thereunder
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the Company.
The Company has also entered into indemnification agreements with each
of its directors. These indemnification agreements generally provide the
Company's directors with a contractual right of indemnification to the same
extent provided by Section 145 of the Delaware General Corporation Law and a
contractual right to advancement of expenses consistent with the provisions of
Article IX of the Company's amended and restated bylaws.
Additionally, the Company's certificate of incorporation, as amended,
contains a provision that eliminates the personal liability of directors to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty of care as a director. As a result, shareholders may be unable
to recover monetary damages against directors for negligent or grossly
negligent acts or omissions in violation of their duty of care. The provision
does not change the liability of a director for breach of his duty of loyalty
to the Company or to shareholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
declaration or payment of dividends in violation of Delaware law, or in respect
of any transaction from which that director receives an improper personal
benefit.
The Company also maintains directors' and officers' liability
insurance for its directors and officers that protects them from certain losses
arising from claims or charges made against them in their capacities as
directors or officers of the Company.
Agreements the Company may enter into with underwriters, dealers and
agents who participate in the distribution of securities of the Company may
contain provisions relating to the indemnification of the Company's officers
and directors.
ITEM 16. EXHIBITS.*
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
*1.1 Form of Underwriting Agreement
4.1 Restated Certificate of Incorporation
4.2 Amended and Restated Bylaws
**4.3 Specimen of Common Stock certificate (Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended March
31, 1993 (File No. 1-10945))
**4.4 Shareholder Rights Agreement dated November 20, 1992 (Exhibit 1
to the Company's Current Report on Form 8-K dated November 20,
1992 (File No. 1-10945))
4.5 Form of Indenture relating to the Senior Debt Securities
4.6 Form of Indenture relating to the Subordinated Debt Securities
5.1 Opinion of Baker Botts L.L.P.
12.1 Statement showing computation of ratios of earnings to fixed
charges
</TABLE>
II-2
<PAGE> 31
<TABLE>
<S> <C>
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker Botts L.L.P. (contained in Exhibit 5 hereto)
24.1 Powers of Attorney (included on the signature pages of this
registration statement)
</TABLE>
----------
* The Company will file as an exhibit to a current report on
Form 8-K (i) any underwriting agreement relating to Securities offered
hereby, (ii) the instruments setting forth the terms of any debt
securities, preferred stock or warrants, (iii) any required opinion of
counsel to the Company as to certain tax matters relative to
securities offered hereby or (iv) any Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939 of the applicable
trustee.
** Incorporated by reference to the filing indicated.
ITEM 17. 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, as amended (the
"Securities Act");
(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) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
II-3
<PAGE> 32
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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
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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee under
any indenture relating to the debt securities to act under subsection (a) of
Section 310 of the Trust Indenture Act of 1939 (the "Act") in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Act.
II-4
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on August 18,
2000.
OCEANEERING INTERNATIONAL, INC.
By: /s/ JOHN R. HUFF
----------------------------
John R. Huff
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and
each of them, each of whom may act without the joinder of the others, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign (i) any and all amendments (including post-effective
amendments) to this registration statement and (ii) any registration statement
of the type contemplated by Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing appropriate or necessary to be done,
as fully and for all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their 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.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
/s/ JOHN R. HUFF Chairman of the Board and Chief Executive August 18, 2000
-------------------------------- Officer and Director
John R. Huff (Principal Executive Officer)
/s/ MARVIN J. MIGURA Senior Vice President and Chief Financial August 18, 2000
-------------------------------- Officer
Marvin J. Migura (Principal Financial Officer)
/s/ JOHN L. ZACHARY Controller and Chief Accounting Officer August 18, 2000
-------------------------------- (Principal Accounting Officer)
John L. Zachary
</TABLE>
II-5
<PAGE> 34
<TABLE>
<S> <C> <C>
/s/ CHARLES B. EVANS Director August 18, 2000
--------------------------------
Charles B. Evans
/s/ DAVID S. HOOKER Director August 18, 2000
--------------------------------
David S. Hooker
/s/ D. MICHAEL HUGHES Director August 18, 2000
--------------------------------
D. Michael Hughes
/s/ HARRIS J. PAPPAS Director August 18, 2000
--------------------------------
Harris J. Pappas
</TABLE>
II-6
<PAGE> 35
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
*1.1 Form of Underwriting Agreement
4.1 Restated Certificate of Incorporation
4.2 Amended and Restated Bylaws
**4.3 Specimen of Common Stock certificate (Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended March
31, 1993 (File No. 1-10945))
**4.4 Shareholder Rights Agreement dated November 20, 1992 (Exhibit 1
to the Company's Current Report on Form 8-K dated November 20,
1992 (File No. 1-10945))
4.5 Form of Indenture relating to the Senior Debt Securities
4.6 Form of Indenture relating to the Subordinated Debt Securities
5.1 Opinion of Baker Botts L.L.P.
12.1 Statement showing computation of ratios of earnings to fixed
charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker Botts L.L.P. (contained in Exhibit 5 hereto)
24.1 Powers of Attorney (included on the signature pages of this
registration statement)
</TABLE>
----------
* The Company will file as an exhibit to a current report on
Form 8-K (i) any underwriting agreement relating to Securities offered
hereby, (ii) the instruments setting forth the terms of any debt
securities, preferred stock or warrants, (iii) any required opinion of
counsel to the Company as to certain tax matters relative to
securities offered hereby or (iv) any Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939 of the applicable
trustee.
** Incorporated by reference to the filing indicated.
