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As filed with the Securities and Exchange Commission on October 24, 2000
Registration No. 333-44460
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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)
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<S> <C> <C>
DELAWARE 11911 FM 529 95-2628227
(State or other jurisdiction HOUSTON, TEXAS 77041 (I.R.S. Employer Identification No.)
of incorporation or organization)
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(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. [ ]
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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 OCTOBER 24, 2000
PROSPECTUS
[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
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CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 6.
We will provide additional terms of
our securities in one or more
supplements to this prospectus. You
should read this prospectus and the
related prospectus supplement
carefully before you invest in our
securities. No person may use this
prospectus to offer and sell our
securities unless a prospectus
supplement accompanies this
prospectus.
THE OFFERING
We may offer from time to time:
o senior debt securities;
o subordinated debt securities;
o preferred stock;
o common stock; and
o warrants.
Our common stock is listed on the New York
Stock Exchange under the symbol "OII."
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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.
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The date of this prospectus is , 2000.
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TABLE OF CONTENTS
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About This Prospectus.............................................................................................3
About Oceaneering International, Inc..............................................................................4
Risk Factors......................................................................................................5
Forward-Looking Information.......................................................................................8
Use of Proceeds...................................................................................................9
Ratio of Earnings to Fixed Charges................................................................................9
Description of Debt Securities...................................................................................10
Description of Capital Stock.....................................................................................18
Description of Warrants..........................................................................................25
Plan of Distribution.............................................................................................27
Legal Matters....................................................................................................28
Experts ........................................................................................................28
Where You Can Find More Information..............................................................................29
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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."
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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 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 those that we currently believe may
materially affect 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.
WE DERIVE MOST OF OUR REVENUES FROM COMPANIES IN THE OFFSHORE OIL AND GAS
INDUSTRY, A HISTORICALLY CYCLICAL INDUSTRY WITH LEVELS OF ACTIVITY THAT ARE
SIGNIFICANTLY AFFECTED BY THE LEVELS AND VOLATILITY OF OIL AND GAS PRICES.
We derive most of our revenues from customers in the offshore oil and
gas exploration, development and production industry. The offshore oil and gas
industry is a historically cyclical industry characterized by significant
changes in the levels of exploration and development activities. Oil and gas
prices, and market expectations of potential changes in those prices,
significantly affect the levels of those activities. 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. Any prolonged reduction in
the overall level of offshore oil and gas exploration and development
activities, whether resulting from changes in oil and gas prices or otherwise,
could materially and adversely affect our financial condition and results of
operations in our segments within our offshore oil and gas business. 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;
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o foreign exchange restrictions;
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.
Our exposure to the risks we described above varies from country to
country. In recent periods, political instability and civil unrest in Indonesia
and West Africa and general economic downturns in Asia and Brazil have been our
greatest concerns. There is a risk that a continuation or worsening of these
conditions could materially and adversely impact our future business,
operations, financial condition and results of operations. Of our total
consolidated revenues for the fiscal year ended March 31, 2000, we generated
approximately 6% from our operations in Indonesia, 12% from our operations in
West Africa, 10% from our operations in Asia excluding Indonesia and 4% from our
operations in Brazil.
OUR OFFSHORE OILFIELD OPERATIONS INVOLVE A VARIETY OF OPERATING HAZARDS AND
RISKS THAT COULD CAUSE LOSSES.
Our operations are subject to the hazards inherent in the offshore
oilfield 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.
ENVIRONMENTAL LAWS AND REGULATIONS CAN INCREASE OUR COSTS, AND OUR FAILURE TO
COMPLY WITH THOSE LAWS AND REGULATIONS CAN EXPOSE US TO SIGNIFICANT LIABILITIES.
Risks of substantial costs and liabilities related to environmental
compliance issues are inherent in our operations. 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
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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. 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. Our insurance policies and the contractual indemnity
protection we seek to obtain from our customers may not be sufficient or
effective to protect us under all circumstances or against all risks involving
compliance with environmental laws and regulations.
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 combinations between us and any holder of 15% or more of our
outstanding common stock. See "Description of Capital Stock."
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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.
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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,
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2000 1999 1998 1997 1996
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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.
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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. You should read the indentures for more details regarding the
provisions we describe below and for other 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 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;
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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;
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:
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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, 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
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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 specified 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 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.
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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;
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 specified
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;
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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
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.
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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 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.
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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.
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 October 18, 2000, there were 22,972,535 shares of common stock
issued and outstanding, net of 1,044,511 shares held as treasury stock. Also as
of October 18, 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
bylaws relating to our capital stock. You should read our certificate of
incorporation and bylaws as currently in effect for more details regarding the
provisions we describe below and for other 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. 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. In addition, 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.
Currently, the agreements relating to our outstanding 6.72% senior notes due
2010, our $80 million revolving credit facility and our $50 million term loan
facility restrict our ability to pay dividends. Each of these agreements
contains similar restrictive covenants as to, among other things, minimum net
worth, debt to total capitalization ratio and restricted payments. Restricted
payments, which include dividends and repurchases of common stock, are generally
limited from April 1, 1998 to the sum of $25 million plus 50% of our
consolidated net income after April 1, 1998 plus any cash proceeds we receive
from future sales of common stock.
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.
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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.
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.
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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. 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. You should read the rights agreement for more details regarding the
provisions we describe below and for other 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. 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. The rights distribution 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,
and the rights will be transferable only with those
certificates;
o the common stock certificates will contain a notation
incorporating the rights agreement by reference; and
o the surrender for transfer of any common stock
certificate also will constitute the transfer of the
rights associated with the stock that certificate
represents.
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. After the rights
distribution 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:
o as our board of directors otherwise may determine;
and
o 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
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independent members of our board of directors determines to be fair to and
otherwise in the best interests of our company and 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 our company to redeem the rights in whole, but not in
part, at a redemption price of $.01 per right. The redemption price is 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, having a current market price equal to two times the exercise
price of the right.
When a flip-in event occurs, all rights that then are, or in some
circumstances 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:
o 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
o 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 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 specified types of 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 the 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
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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;
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
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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 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
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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 are required to approve
some types of business transactions between Oceaneering and a "related person,"
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 specified types of 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
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<PAGE> 25
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 special
meeting. Our bylaws 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. 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;
25
<PAGE> 26
o any minimum or maximum amount of warrants that may be
exercised at any one time;
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 various 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.
26
<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 of the offered securities, 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 several
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.
If we use underwriters in the sale of the offered securities, rules of
the SEC may limit the ability of the underwriters and certain selling group
members to bid for and purchase our securities until the distribution of the
offered securities is completed. As an exception to these rules, the
underwriters are permitted to engage in certain transactions that stabilize,
maintain or otherwise affect the price of the offered securities.
In connection with an underwritten offering, the underwriters may make
short sales of the offered securities and may purchase our securities on the
open market to cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of securities than they are
required to purchase in the offering. "Covered" short sales are made in an
amount not greater than the over-allotment option we may grant to the
underwriters in connection with the offering. The underwriters may close out any
covered short position by either exercising the over-allotment option or
purchasing our securities in the open market. In determining the source of
securities to close out the covered short position, the underwriters will
consider, among other things, the price of securities available for purchase in
the open market as compared to the price at which they may purchase securities
through the over-allotment option. "Naked" short sales are sales in excess of
the over-allotment option. The underwriters must close out any naked short
position by purchasing our securities in the open market. A naked short position
is more like to be created if the underwriters are concerned that there may be
downward pressure on the price of the securities in the open market after
pricing that could adversely affect investors who purchase in the offering.
The underwriters may also impose a penalty bid on certain selling group
members. This means that if the underwriters purchase our securities in the open
market to reduce the selling group members' short position or to stabilize the
price of the securities, they may reclaim the amount of the selling concession
from the selling group members who sold those securities as part of the
offering.
27
<PAGE> 28
In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of those purchases or those purchases could
prevent or retard a decline in the price of the security. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security.
Neither we nor the underwriters will make any representation or
prediction as to the direction or magnitude of any effect that the transactions
we describe above may have on the price of the offered securities. In addition,
neither we nor the underwriters will make any representation that the
underwriters will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.
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.
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 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
28
<PAGE> 29
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.
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.
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, as amended;
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.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all the documents we incorporate by reference in
this prospectus, other than any exhibit to any of those documents, unless we
have specifically incorporated that exhibit by reference into the information
this prospectus incorporates. You may request copies 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 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
29
<PAGE> 30
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.
30
<PAGE> 31
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>
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
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.
II-1
<PAGE> 32
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.*
EXHIBIT NO. Description of Exhibit
*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.
+24.1 Powers of Attorney
----------
II-2
<PAGE> 33
* 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 additional required opinion of
counsel to the Company as to the legality of the securities offered
hereby, (iv) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby or (v) any
Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the applicable trustee.
** Incorporated by reference to the filing indicated.
+ Previously filed.
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.
(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.
II-3
<PAGE> 34
(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> 35
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 amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on October 24,
2000.
OCEANEERING INTERNATIONAL, INC.
By: /s/ John R. Huff
--------------------------------------
John R. Huff
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed by the following persons in
the capacities indicated on October 24, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John R. Huff Chairman of the Board and Chief Executive
--------------------------------- Officer and Director
John R. Huff (Principal Executive Officer)
/s/ Marvin J. Migura Senior Vice President and Chief Financial
--------------------------------- Officer
Marvin J. Migura (Principal Financial Officer)
/s/ John L. Zachary Controller and Chief Accounting Officer
--------------------------------- (Principal Accounting Officer)
John L. Zachary
Charles B. Evans* Director
---------------------------------
Charles B. Evans
David S. Hooker* Director
---------------------------------
David S. Hooker
D. Michael Hughes* Director
---------------------------------
D. Michael Hughes
Harris J. Pappas* Director
---------------------------------
Harris J. Pappas
</TABLE>
*By: /s/ Marvin J. Migura
-----------------------------
Marvin J. Migura
(Attorney-in-Fact)
II-5
<PAGE> 36
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<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.
+24.1 -- Power of Attorney
</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 additional required opinion of
counsel to the Company as to the legality of the securities offered
hereby, (iv) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby or (v) any
Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the applicable trustee.
** Incorporated by reference to the filing indicated.
+ Previously filed.
