As filed with the Securities and Exchange Commission on July 28, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Avondale Industries, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 5100 River Road 39-1097012
(State or other Avondale, Louisiana 70094 (I.R.S. Employer
jurisdiction of (504) 436-2121 Identification No.)
incorporation or (Address, including zip code, and
organization) telephone number, including area code,
of Registrant's principal executive offices)
Albert L. Bossier, Jr.
Chairman, President and Chief Executive Officer
Avondale Industries, Inc.
5100 River Road
Avondale, Louisiana 70094
(504) 436-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170-5100
(504) 582-8242
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class Amount to be offering aggregate registration
of securities to be registered(1) price offering price fee
registered per share
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 183,865 shares $19.625 (2) $ 3,608,351(2) $1,094
$1.00 per share(3) 1,246,135 shares $22.8125(3) $28,427,455(3) $8,615
--------- ------------ -------
Total 1,430,000 shares $32,035,806 $9,709
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with
Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
calculated based upon the price at which currently outstanding options
granted under the Plan are exercisable.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low prices of a share of Common Stock reported on
the Nasdaq Stock Market on July 24, 1997.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Avondale Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the 1934 Act.
(c) The description of the Common Stock included in Item 1 of Post-
Effective Amendment No. 1 to in the Company's Registration Statement on Form 8-
A/A dated December 21, 1995.
All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in part that
a corporation may indemnify any director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or in the right of
the corporation) if such action arises out of the fact that he is or was a
director, officer, employee or agent of the corporation and he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business Corporation Law
are not exclusive; however, no corporation may indemnify any person for willful
or intentional misconduct. A corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on behalf of any person who is
or was acting for the corporation, regardless of whether the corporation has
the legal authority to indemnify the insured person against the liability.
Section 12 of the Company's by-laws provides for mandatory indemnification
for directors, officers and employees or former directors, officers and
employees of the Company to the fullest extent permitted by Louisiana law. The
Company maintains an insurance policy covering the liability of its directors,
officers and employees for actions taken in their official capacity.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in Exhibit 5).
__________
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on July 24, 1997.
AVONDALE INDUSTRIES, INC.
By: /s/ Albert L. Bossier
-------------------------------------
Albert L. Bossier
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Albert L. Bossier and Thomas M.
Kitchen, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Albert L. Bossier Chairman of the Board of Directors, July 24, 1997
- ---------------------- President and Chief Executive Officer
Albert L. Bossier
/s/ Thomas M. Kitchen Executive Vice President and Chief July 24, 1997
- ---------------------- Financial Officer
Thomas M. Kitchen
/s/ Kenneth B. Dupont Director July 24, 1997
- ----------------------
Kenneth B. Dupont
/s/ Anthony J. Correro, III Director July 24, 1997
- -----------------------
Anthony J. Correro, III
/s/ Francis R. Donovan Director July 24, 1997
- -----------------------
Francis R. Donovan
/s/ William A. Harmeyer Director July 24, 1997
- ------------------------
William A. Harmeyer
/s/ Hugh A. Thompson Director July 24, 1997
- ------------------------
Hugh A. Thompson
/s/ Eugene K. Simon, Jr. Vice President - Finance July 24, 1997
- ------------------------- (principal accounting officer)
Eugene K. Simon, Jr.
EXHIBIT 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
July 25, 1997
Avondale Industries, Inc.
5100 River Road
Avondale, Louisiana 70094
Gentlemen:
We have acted as counsel for Avondale Industries, Inc., a Louisiana
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
offering by the Company of up to 1,430,000 shares of the common stock of the
Company, $1.00 par value per share (the "Common Stock") to its employees
pursuant to the terms of the 1997 Stock Incentive Plan (the "Plan").
Based upon the foregoing, and upon our examination of such matters as we
deem necessary in order to furnish this opinion, we are of the opinion that
the shares of Common Stock referred to herein, when issued according to the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
----------------------------
Margaret F. Murphy
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Avondale Industries, Inc. on Form S-8 of our report dated February 17, 1997,
appearing in the Annual Report on Form 10-K of Avondale Industries, Inc. for
the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
July 24, 1997
