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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
REGISTRATION NO. 333-05483
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 11200 WESTHEIMER, SUITE 850 13-3542736
(State or other jurisdiction HOUSTON, TEXAS 77042 (I.R.S. Employer
of incorporation or organization) (713) 782-5990 Identification Number)
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
MR. CHARLES FABRIKANT
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEACOR HOLDINGS, INC.
1370 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NEW YORK 10019
(212) 307-6633
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
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DAVID E. ZELTNER, ESQ. JOHN T. GAFFNEY, ESQ. CRAVATH,
WEIL, GOTSHAL & MANGES LLP SWAINE & MOORE WORLDWIDE PLAZA
767 FIFTH AVENUE 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10019-7475
(212) 310-8000 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being 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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
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. [X]
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the estimated expenses of the Offering (other
than underwriting discounts and commissions):
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SEC Registration Fee ........................... $ 30,286.93
Nasdaq National Market Listing Fee ............. 17,500.00
NASD Filing Fee ................................ 9,280.00
"Blue Sky" Fees and Expenses ................... 10,000.00
Legal Fees and Expenses ........................ 200,000.00
Accounting Fees and Expenses ................... 50,000.00
Printing and Engraving Expenses ................ 150,000.00
Transfer Agent and Registrar Fees and Expenses 8,000.00
Miscellaneous Fees and Expenses ................ 24,933.07
Total .......................................... $500,000.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As more fully described below, Section 145 of the DGCL permits Delaware
corporations to indemnify each of their present and former directors or
officers under certain circumstances, provided that such persons acted in
good faith and in a manner which they reasonably believed to be in, or not
opposed to, the best interests of the corporation. Article Eight of SEACOR's
By-laws provides that the Company shall indemnify, to the fullest extent
permitted by Section 145 of the DGCL, as the same may be amended from time to
time, all persons whom it may indemnify pursuant to such section.
Specifically, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, 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
is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation 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 against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon adjudication
II-1
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that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth above.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
Section 102(b) of the DGCL enables a Delaware corporation to include a
provision in its certificate of incorporation limiting a director's liability
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. The Company's Certificate of Incorporation
contains provisions that limit the personal liability of each director to the
Registrant or its stockholders for monetary damages for breach of the
fiduciary duty of care as a director. These provisions eliminate personal
liability to the fullest extent permitted by the Delaware General Corporation
Law.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
1.0 Form of Underwriting Agreement.*
5.1 Legal Opinion of Weil, Gotshal & Manges LLP.
10.0 The Master Agreement, dated as of June 6, 1996, by and among
Compagnie Nationale de Navigation, SEACOR Holdings, Inc. and SEACOR
Worldwide Inc.*
15.1 Letter from Arthur Andersen LLP regarding use of unaudited interim
financial statements.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in its opinion filed
as Exhibit 5.1).
23.3 Consent of Coopers & Lybrand L.L.P.*
23.4 Consent of Dudley, Ruland & Chateau P.C.*
24.0 Powers of Attorney.*
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* Previously filed.
(b) Financial Statement Schedules
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Report of Independent Public Accountants on Financial Statement Schedule.... S-1
II -- Valuation and Qualifying Accounts for each of the three years ended
December 31, 1995 .......................................................... S-2
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All schedules, except those set forth above, have been omitted since the
information required is included in the financial statements or notes or have
been omitted as not applicable or not required.
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ITEM 17. UNDERTAKINGS
(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
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(i) 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.
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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-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on June
26, 1996.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
-----------------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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* Chairman of the Board of June 26, 1996
---------------------------- Directors, President and
Charles Fabrikant Chief Executive Officer
/s/ Randall Blank Executive Vice President, June 26, 1996
---------------------------- Chief Financial Officer and
Randall Blank Secretary (Principal
Financial Officer)
* Director June 26, 1996
----------------------------
Granville E. Conway
* Director June 26, 1996
----------------------------
Michael E. Gellert
* Director June 26, 1996
----------------------------
Robert J. Pierot
* Director June 26, 1996
----------------------------
Stephen Stamas
* Director June 26, 1996
----------------------------
Richard M. Fairbanks III
* Director June 26, 1996
----------------------------
Pierre de Demandolx
* Vice President and Treasurer June 26, 1996
---------------------------- (Principal Accounting Officer
Lenny P. Dantin and Controller)
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* By: /s/ Randall Blank
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Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION PAGE NO.
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1.0 Form of Underwriting Agreement.*
5.1 Legal Opinion of Weil, Gotshal & Manges LLP.
10.0 The Master Agreement, dated as of June 6, 1996, by and among Compagnie Nationale de Navigation,
SEACOR Holdings, Inc. and SEACOR Worldwide Inc.*
15.1 Letter from Arthur Andersen LLP regarding use of unaudited interim financial statements.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in its opinion filed as Exhibit 5.1).
23.3 Consent of Coopers & Lybrand L.L.P.*
23.4 Consent of Dudley, Ruland & Chateau P.C.*
24.0 Powers of Attorney.*
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* Previously filed.
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE -- NEW YORK, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
DALLAS
HOUSTON
MENLO PARK
(SILICON VALLEY)
MIAMI
WASHINGTON, D.C.
BRUSSELS
BUDAPEST
LONDON
PRAGUE
WARSAW
WRITER'S DIRECT LINE
June 26, 1996
The Board of Directors
SEACOR Holdings, Inc.
11200 Westheimer
Suite 850
Houston, TX 77042
Ladies and Gentlemen:
We have acted as counsel to SEACOR Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the public offering by the Company and the Selling Stockholders
identified as such in the Registration Statement of up to an aggregate of
1,834,613 shares of Common Stock, .01 par value (the "Common Stock"), of the
Company.
In so acting, we have reviewed the Registration Statement, including the
Prospectus contained therein (the "Prospectus"), and the Restated Certificate of
Incorporation and the Bylaws of the Company in effect on the date hereof. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
[LOGO]
SEACOR Holdings, Inc.
June 26, 1996
Page 2
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The offering and sale of the shares of Common Stock by the Company
and the Selling Stockholders in the manner described under the captions "Selling
Stockholders" and "Underwriting" in the Prospectus contained in the Registration
Statement have been duly authorized by all necessary corporate action on the
part of the Company, and the shares to be sold by the Selling Stockholders (for
their account) are, and the shares to be sold by the Company (for its account),
when issued and paid for by the Underwriters as contemplated by the
Registration Statement, will be , validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
We hereby consent to the filing to this opinion as Exhibit 5.1 to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus, without admitting that we are "experts"
under the Securities Act or the rules and regulations promulgated thereunder
with respect to any part of the Registration Statement or Prospectus contained
therein.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
