<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
SEACOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3542736
(State or Other Jurisdiction (I.R.S Employer Identification No.)
of Incorporation or Organization)
11200 Westheimer, Suite 850
Houston, Texas 77042
(713) 782-5990
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
SEACOR HOLDINGS, INC.
1992 NON-QUALIFIED STOCK OPTION PLAN
AND
SEACOR HOLDINGS, INC.
1996 SHARE INCENTIVE PLAN
(Full Title of Plan)
Mr. Randall Blank
Executive Vice President, Chief Financial Officer and Secretary
SEACOR Holdings, Inc.
1370 Avenue of the Americas, 25th Floor
New York, New York 10019
(212) 307-6633
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
David E. Zeltner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,000,000 $47.875 $47,875,000 $16,508.62
<FN>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting
from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based upon the average high and low
sale price of the Registrant's Common Stock as reported on the Nasdaq National Market on September 20, 1996.
</TABLE>
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan
and SEACOR Holdings, Inc. 1996 Share Incentive Plan
and each of their administrators are available without charge
by contacting:
Mr. Randall Blank
SEACOR Holdings, Inc.
1370 Avenue of the Americas
25th Floor
New York, New York 10019
(212) 307-6633
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by SEACOR
Holdings, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed by the Company with the Commission
on May 15, 1996;
(b) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1996 filed by the Company with the
Commission on May 15, 1996; the Company's Quarterly Report on Form 10-
Q for its fiscal quarter ended June 30, 1996 filed by the Company with
the Commission on August 14, 1996; the Company's Current Report on
Form 8-K dated May 31, 1996 and filed with the Commission on June 7,
1996; the Company's Current Report on Form 8-K dated June 6, 1996 and
filed with the Commission on June 10, 1996; the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with the Commission on
June 14, 1996; and
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed with the
Commission on November 30, 1992, including any amendment or report
filed for the purposes of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing 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.
(1) 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 the 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 thereto.
Specifically, 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, 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
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<PAGE>
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 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.
(2) 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 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 DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
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<PAGE>
ITEM 8. EXHIBITS.
4.1 - Restated Certificate of Incorporation of the
Company (incorporated herein by reference to
Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1992).
4.2 - Amended and Restated By-Laws of the Company.
4.3 - SEACOR Holdings, Inc. 1992 Non-Qualified Stock
Option Plan (incorporated herein by reference to
Exhibit 10.45 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (No. 33-53744)
filed with the Commission on December 14, 1992,
and declared effective, by order of the
Commission, on December 16, 1992).
4.4 - SEACOR Holdings, Inc. 1996 Share Incentive Plan
(incorporated herein by reference to the
Company's Proxy Statement dated March 18, 1996
relating to the Annual Meeting of Stockholders
held on April 18, 1996).
4.5 - Restated Stockholders' Agreement, dated December
16, 1992, by and among the Company and the
stockholders party thereto (incorporated herein
by reference to Exhibit 10.12 of the Company's
Registration Statement on Form S-1 (No. 33-53744)
filed with the Commission on November 10, 1992,
as amended).
4.6 - Investment and Registration Rights Agreement,
dated as of March 14, 1995, by and among SEACOR
Holdings, Inc., Miller Family Holdings, Inc.,
Charles Fabrikant, Mark Miller, Donald Toenshoff,
Alvin Wood, Granville Conway and Michael Gellert
(incorporated herein by reference to Exhibit 4.0
of the Company's Current Report on Form 8-K dated
March 14, 1995, as amended).
4.7 - Investment and Registration Rights Agreement,
dated as of May 31, 1996, among SEACOR Holdings,
Inc. and the persons listed on the signature
pages thereto (incorporated herein by reference
to Exhibit 10.8 to the Company's Current Report
on Form 8-K dated May 31, 1996 and filed with the
Commission on June 7, 1996).
5.1 - Opinion of Weil, Gotshal & Manges LLP.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Weil, Gotshal & Manges LLP (included
in its opinion filed as Exhibit 5.1).
24 - Power of Attorney (included as part of the
signature page to this Registration Statement).
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<PAGE>
<PAGE>
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;
(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;
(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 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.
(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 Securities Exchange Act of 1934; 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company 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 Company
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 of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
<PAGE>
LEGAL MATTERS
The legality of the securities offered hereby will be passed
upon for the Company by Weil, Gotshal & Manges LLP.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, the Company's Current Report on Form 8-K dated May
31, 1996 and filed with the Commission on June 7, 1996 and the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
the Commission on June 14, 1996 have been audited by Arthur Andersen
LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on September 24, 1996.
SEACOR HOLDINGS, INC.
By:/s/ Randall Blank
--------------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below on this Registration Statement hereby constitutes and
appoints Charles Fabrikant and Randall Blank and each of them, with
full power to act without the other, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution for
him and in his name, place and stead, in any and all capacities (until
revoked in writing), to sign any and all amendments or supplements
(including post-effective amendments thereto) to this Form S-8
Registration Statement of SEACOR Holdings, Inc. and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
each said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that each of said attorneys-in-fact and
agents, or their 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Charles Fabrikant Chairman of the Board of September 24, 1996
---------------------------- Directors, President and
Charles Fabrikant Chief Executive Officer
/s/ Randall Blank Executive Vice President, September 24, 1996
---------------------------- Chief Financial Officer
Randall Blank and Secretary (Principal
Financial Officer)
/s/ Granville E. Conway Director September 24, 1996
----------------------------
Granville E. Conway
/s/ Michael E. Gellert Director September 24, 1996
----------------------------
Michael E. Gellert
II-6
<PAGE>
<PAGE>
/s/ Robert J. Pierot Director September 24, 1996
----------------------------
Robert J. Pierot
/s/ Stephen Stamas Director September 24, 1996
----------------------------
Stephen Stamas
/s/ Richard M. Fairbanks III Director September 24, 1996
----------------------------
Richard M. Fairbanks III
/s/ Pierre de Demandolx Director September 24, 1996
----------------------------
Pierre de Demandolx
/s/ Lenny P. Dantin Vice President and September 24, 1996
---------------------------- Treasury (Principal
Lenny P. Dantin Accounting Officer
and Controller)
</TABLE>
II-7
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<PAGE>
EXHIBIT INDEX
4.1 - Restated Certificate of Incorporation of the
Company (incorporated herein by reference to
Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1992).
4.2 - Amended and Restated By-Laws of the Company.
4.3 - SEACOR Holdings, Inc. 1992 Non-Qualified Stock
Option Plan (incorporated herein by reference to
Exhibit 10.45 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (No. 33-53744)
filed with the Commission on December 14, 1992,
and declared effective, by order of the
Commission, on December 16, 1992).
4.4 - SEACOR Holdings, Inc. 1996 Share Incentive Plan
(incorporated herein by reference to the
Company's Proxy Statement dated March 18, 1996
relating to the Annual Meeting of Stockholders
held on April 18, 1996).
4.5 - Restated Stockholders' Agreement, dated December
16, 1992, by and among the Company and the
stockholders party thereto (incorporated herein
by reference to Exhibit 10.12 of the Company's
Registration Statement on Form S-1 (No. 33-53744)
filed with the Commission on November 10, 1992,
as amended).
4.6 - Investment and Registration Rights Agreement,
dated as of March 14, 1995, by and among SEACOR
Holdings, Inc., Miller Family Holdings, Inc.,
Charles Fabrikant, Mark Miller, Donald Toenshoff,
Alvin Wood, Granville Conway and Michael Gellert
(incorporated herein by reference to Exhibit 4.0
of the Company's Current Report on Form 8-K dated
March 14, 1995, as amended).
4.7 - Investment and Registration Rights Agreement,
dated as of May 31, 1996, among SEACOR Holdings,
Inc. and the persons listed on the signature
pages thereto (incorporated herein by reference
to Exhibit 10.8 to the Company's Current Report
on Form 8-K dated May 31, 1996 and filed with the
Commission on June 7, 1996).
5.1 - Opinion of Weil, Gotshal & Manges LLP.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Weil, Gotshal & Manges LLP (included
in its opinion filed as Exhibit 5.1).
24 - Power of Attorney (included as part of the
signature page to this Registration Statement).
<PAGE>
EXHIBIT 4.2
AMENDED AND RESTATED BY-LAWS
OF
SEACOR HOLDINGS, INC.
---------------------
(a Delaware corporation)
ARTICLE I
Stockholders
------------
SECTION 1. Annual Meetings. The annual meeting (the
---------------
"Annual Meeting of Stockholders") of the holders of such classes or
series of capital stock as are entitled to notice thereof and to vote
thereat pursuant to the provisions of the Restated Certificate of
Incorporation (the "Certificate of Incorporation") of SEACOR Holdings,
Inc. (the "Company") for the election of directors and for the
transaction of such other business as may properly come before the
meeting shall be held on such date as may be designated by resolution
of the Board of Directors or, in the event that no such date is so
designated, on the second Tuesday in May of each year, at such hour
(within ordinary business hours) as shall be stated in the notice of
the meeting. If the day so designated shall be a legal holiday, then
such meeting shall be held on the next succeeding business day. Each
such annual meeting shall be held at such place, within or without the
State of Delaware, as shall be determined by the Board of Directors.
The Annual Meeting of Stockholders may be adjourned by the
presiding officer of the meeting for any reason (including, if the
presiding officer determines that it would be in the best interests of
the Company, to extend the period of time for the solicitation of
proxies) from time to time and place to place until such presiding
officer shall determine that the business to be conducted at the
meeting is completed, which determination shall be conclusive.
At the Annual Meeting of Stockholders, the only business
which shall be conducted thereat shall be that which shall have been
properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of
meeting (or any supplement or addendum thereto) given by or at the
direction of the Board of Directors,
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<PAGE>
(b) brought before the meeting by or at the direction of the Board of
Directors or (c) otherwise brought before the meeting by a stockholder
in the manner prescribed immediately below. For business to be
properly brought before an annual meeting by a stockholder, the
stockholder must have delivered timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice
must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Company, not less than 90 calendar
days in advance of the anniversary date of the previous year's annual
meeting of stockholders (or if there was no such prior annual meeting,
not less than 90 calendar days prior to the date which represents the
second Tuesday in May of the current year); provided, however, that in
-------- -------
the event that the date of the annual meeting is advanced by more than
20 days, or delayed by more than 60 days, from such anniversary date,
then, to be considered timely, notice by the stockholders must be
received not later than the close of business on the later of (x) the
90th day prior to such annual meeting or (y) the seventh day following
the date on which notice of the date of the annual meeting was mailed
to stockholders or public disclosure thereof was otherwise made.
A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be
transacted, (b) the name and address, as they appear on the Company's
most recent stockholder lists, of the stockholder proposing such
proposal, (c) the class and number of shares of capital stock of the
Company which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Any
stockholder who desires to propose any matter at an annual meeting
shall, in addition to the aforementioned requirements described in
clauses (a) through (d), comply in all material respects with the
content and procedural requirements of Rule 14a-8 of Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), irrespective of whether the Company is then subject to such
Rule or said Act. In addition, if the stockholder's ownership of
shares of the Company, as set forth in the notice, is solely
beneficial (and not of record) documentary evidence satisfactory to
the Company of such ownership must accompany the notice in order for
such notice to be considered validly and timely received.
Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 1. The
presiding officer at an annual meeting shall, if the facts warrant,
determine and declare to the meeting that any
<PAGE>
<PAGE>
business which was not properly brought before the meeting is out of
order and shall not be transacted at the meeting.
SECTION 2. Special Meetings. Special meetings of
----------------
stockholders for the transaction of such business as may properly come
before the meeting shall only be called by order of a majority of the
entire Board of Directors or by the Chairman of the Board of Directors
or by the President of the Company, and shall be held at such date and
time, within or without the State of Delaware, as may be specified by
such order.
SECTION 3. Notice of Meetings. Written notice of all
------------------
meetings of the stockholders, stating the place, date and hour of the
meeting and the place within the city or other municipality or
community at which the list of stockholders may be examined, shall be
mailed or delivered to each stockholder not less than 10 nor more than
60 days prior to the meeting. Notice of any special meeting shall
state with reasonable specificity the purpose or purposes for which
the meeting is to be held and the business proposed to be transacted
thereat.
SECTION 4. Stockholder Lists. The officer who has charge
-----------------
of the stock ledger of the Company shall prepare and make, at least 10
calendar days before every meeting of stockholders, a true and
complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 calendar days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present in person thereat.
The stock ledger shall be the only evidence as to the
identity of those stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Company, or to
vote in person or by proxy at any meeting of stockholders.
SECTION 5. Quorum. Except as otherwise provided by law or
------
the Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders
of record of a majority in voting power of
<PAGE>
<PAGE>
the then issued and outstanding shares of all classes and series of
stock of the Company entitled to vote at the meeting, present in
person or by proxy. At all meetings of the stockholders at which a
quorum is present, all matters, except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, shall be decided by
the vote of the holders of a majority in voting power of the shares
entitled to vote thereat present in person or by proxy. If there be
no such quorum, the holders of a majority in voting power of such
shares so present or represented may adjourn the meeting from time to
time, without further notice, until a quorum shall have been obtained.
When a quorum is once present it is not broken by the subsequent
withdrawal from the meeting by any stockholder.
SECTION 6. Organization. Meetings of stockholders shall be
------------
presided over by the Chairman, if any, or if none or in the Chairman's
absence the Vice-Chairman, if any, or if none or in the Vice-
Chairman's absence the President, if any, or if none or in the
President's absence any Vice President, or, if none of the foregoing
is present, by a chairman to be chosen by the holders of a majority in
voting power of the shares entitled to vote thereat present in person
or by proxy at the meeting. The Secretary of the Company, or in the
Secretary's absence an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant Secretary
is present, the presiding officer of the meeting shall appoint an
appropriate person present at the meeting to act as secretary.
SECTION 7. Voting; Proxies; Required Vote. Except as
------------------------------
otherwise provided in the Certificate of Incorporation, at each
meeting of stockholders, every stockholder shall be entitled to vote
in person or by proxy (but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a
longer period), and shall have one vote for each share of stock
entitled to vote registered in the name of such stockholder on the
books of the Company on the applicable record date fixed by applicable
law or pursuant to these By-Laws in respect of each matter properly
presented to the meeting. At all elections of directors the voting
may (but need not) be by ballot and a plurality of the votes cast
there shall be sufficient to elect directors. Except as otherwise
required by law or the Certificate of Incorporation, any other action
shall be authorized by the vote of the holders of a majority in voting
power of the shares entitled to vote thereat present in person or by
proxy.
SECTION 8. Inspectors. The Board of Directors shall, in
----------
advance of any meeting of stockholders, appoint one or more
<PAGE>
<PAGE>
inspectors of election to act at the meeting and make a written report
thereof. If an inspector or inspectors are not so appointed, the
person presiding at the meeting shall appoint one or more inspectors.
In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors
shall (i) ascertain the number of shares outstanding and the voting
power of each, (ii) determine the shares represented at a meeting and
the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of
shares represented at the meeting, and their count of all votes and
ballots. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of the duties of
the inspectors.
ARTICLE II
Board of Directors
------------------
SECTION 1. General Powers. The business, property and
--------------
affairs of the Company shall be managed by, or under the direction of,
the Board of Directors.
SECTION 2. Qualification; Number; Term; Remuneration. (a)
-----------------------------------------
Each director shall be at least 18 years of age. A director need not
be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of directors constituting the entire
Board shall be no less than five nor more than eleven, as may be fixed
from time to time by action of a majority of the entire Board of
Directors. The number of non-U.S. citizen directors shall not exceed
a minority of the directors necessary to constitute a quorum under
Section 4 of this Article II. The use of the phrase "entire Board"
herein refers to the total number of directors which the Company would
have if there were no vacancies.
(b) Directors who are elected at an annual meeting of
stockholders, and directors who are elected to fill vacancies and
newly created directorships, shall hold office until the next annual
meeting of stockholders and until their successors are
<PAGE>
<PAGE>
elected and qualified or until their earlier resignation or removal.
(c) Directors who are not officers or other employees of
the Company may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from
serving the Company in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
SECTION 3. Nomination of Directors. Nominations for the
-----------------------
election of directors may be made by the Board of Directors or a
committee appointed by the Board of Directors or, to the extent
permitted by this Section 3, by any holder of record of capital stock
of the Company entitled to vote generally in the election of
directors. Any stockholder entitled to vote generally in the election
of directors may nominate one or more persons for election as
directors only in accordance with the procedures specified in the next
sentence, and only if written notice of such stockholder's intent to
make such nomination or nominations has been received, either by hand
delivery or by United States mail, postage prepaid, by the Secretary
of the Company not later than (i) with respect to an election to be
held at the Annual Meeting of Stockholders, not less than 90 calendar
days prior to the anniversary date of the date of the immediately
preceding annual meeting (or if there was no such prior annual
meeting, not less than 90 calendar days prior to the date which
represents the third Tuesday in October of the current year), and (ii)
with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on
the fifth calendar day following the date on which notice of such
meeting is first delivered to stockholders. Each such notice from a
stockholder shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is
a holder of record of capital stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c)
a description of all contracts, arrangements or understandings between
the stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy or information
<PAGE>
<PAGE>
statement filed pursuant to the Exchange Act and the rules and
regulations promulgated thereunder (or any subsequent provisions
replacing such Act, rules or regulations), and (e) the consent of each
nominee to serve as a director of the Company if so elected. The
presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.
SECTION 4. Quorum and Manner of Voting. Except as
---------------------------
otherwise provided by law, a majority of the entire Board of Directors
shall constitute a quorum; provided, however, in the event that the
-------- -------
number of non-U.S. citizen directors is equal to or greater than 50%
of the number of directors that constitutes a majority of the entire
Board of Directors, then the number of directors necessary to
constitute a quorum shall automatically increase to the sum of (i) one
and (ii) the number of non-U.S. citizen directors multiplied by two.
A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting from time to time to another time and
place without notice. The vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 5. Places of Meetings. Meetings of the Board of
------------------
Directors may be held at any place within or without the State of
Delaware, as may from time to time be fixed by resolution of the Board
of Directors, or as may be specified in the notice of meeting.
SECTION 6. Annual Meeting. Following the annual meeting of
--------------
stockholders, the newly elected Board of Directors shall meet for the
purpose of the election of officers and the transaction of such other
business as may properly come before the meeting. Such meeting may be
held without notice immediately after the annual meeting of
stockholders at the same place at which such stockholders' meeting is
held.
SECTION 7. Regular Meetings. Regular meetings of the Board
----------------
of Directors shall be held on the third Tuesday of each January,
April, July and October at such place and time as the Board of
Directors shall from time to time by resolution determine. Notice
need not be given of regular meetings of the Board of Directors held
at times and places fixed by resolution of the Board of Directors.
SECTION 8. Special Meetings. Special meetings of the Board
----------------
of Directors shall be held whenever called by the Chairman
<PAGE>
<PAGE>
of the Board, President, or by a majority of the directors then in
office.
SECTION 9. Notice of Meetings. A notice of the place, date
------------------
and time and the purpose or purposes of each meeting of the Board of
Directors shall be given to each director by mailing the same at least
five days before the meeting, or by telegraphing or telephoning the
same or by delivering the same personally not later than the day
before the day of the meeting.
SECTION 10. Organization. At all meetings of the Board of
------------
Directors, the Chairman, if any, or if none or in the Chairman's
absence or inability to act the President, or in the President's
absence or inability to act any Vice President who is a member of the
Board of Directors, or in such Vice-President's absence or inability
to act a chairman chosen by the directors, shall preside. The
Secretary of the Company shall act as secretary at all meetings of the
Board of Directors when present, and, in the Secretary's absence, the
presiding officer may appoint any person to act as secretary.
SECTION 11. Resignation and Removal. Any director may
-----------------------
voluntarily resign at any time upon written notice to the Company and
such resignation shall take effect upon receipt thereof by the
President or Secretary, unless otherwise specified in the resignation.
Subject to the rights of the holders of any series of Preferred Stock
or any other class of capital stock of the Company (other than the
Common Stock) then outstanding, any director may be removed from
office at any time, with or without cause, by the affirmative vote of
a majority in voting power of the outstanding shares entitled to vote
at an election of directors .
SECTION 12. Vacancies. Vacancies on the Board of
---------
Directors, whether caused by resignation, death, disqualification,
removal, an increase in the authorized number of directors or
otherwise, may be filled only by the affirmative vote of a majority of
the directors then in office, although less than a quorum, or by a
sole remaining director, and any directors so chosen shall hold office
until their successors are elected and qualified.
SECTION 13. Board Action by Written Consent. Any action
-------------------------------
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all the directors consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
<PAGE>
<PAGE>
ARTICLE III
Indemnification
---------------
SECTION 1. Indemnification. (a) The Company shall
---------------
indemnify, to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware, as amended from time to time, all
persons who it may indemnify pursuant thereto and in the manner
prescribed thereby.
(b) The Company shall pay the expenses (including
attorneys' fees) incurred by an indemnitee in defending any proceeding
in advance of its final disposition, provided, however, that the
-------- -------
payment of expenses incurred by a director or officer in advance of
the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all
amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this
Article or otherwise.
ARTICLE IV
Committees
----------
SECTION 1. Appointment. From time to time the Board of
-----------
Directors by a resolution adopted by a majority of the entire Board
may appoint any committee or committees which, to the extent lawful,
shall have powers as shall be determined and specified by the Board of
Directors in the resolution of appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each
---------------------------------------
committee shall fix its own rules of procedure, and shall meet where
and as provided by such rules or by resolution of the Board of
Directors. Except as otherwise provided by law, the presence of a
majority of the then appointed members of a committee shall constitute
a quorum for the transaction of business by that committee, and in
every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of
the committee. Each committee shall keep minutes of its proceedings,
and actions taken by a committee shall be reported to the Board of
Directors.
SECTION 3. Committee Action by Written Consent. Any action
-----------------------------------
required or permitted to be taken at any meeting of any committee of
the Board of Directors may be taken without a
<PAGE>
<PAGE>
meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the committee.
SECTION 4. Audit Committee. The Board of Directors, by
---------------
resolution, shall appoint from its members an Audit Committee
consisting of at least two directors neither of which shall be
officers or employees of the Company. The Audit Committee shall:
(a) Prior to each Annual Meeting of Stockholders, submit a
recommendation in writing to the Board of Directors for the selection
of independent public accountants to be appointed by the Board of
Directors in advance of the Annual Meeting of Stockholders, subject to
ratification or rejection by the stockholders at such meeting;
(b) Consult, at least annually, with the independent public
accountants with regard to the proposed plan of audit and from time to
time consult privately with them and also with the internal auditor
and the Controller with regard to the adequacy of internal controls;
(c) Upon completion of the report of audit by the
independent public accountants and before the date of the Annual
Meeting of Stockholders, (i) review the financial statements of the
Company, and (ii) meet with the independent public accountants and
review with them the results of their audit and any recommendations
made to the management; and
(d) Periodically, but at least annually, review the terms
of all material transactions and arrangements entered into between the
Company and its affiliates and subsidiaries.
SECTION 5. Term; Termination. In the event any person
-----------------
shall cease to be a director of the Company, such person shall
simultaneously therewith cease to be a member of any committee
appointed by the Board of Directors.
ARTICLE V
Officers
--------
SECTION 1. Election and Qualifications. The Board of
---------------------------
Directors shall elect the officers of the Company, which shall include
a Chairman of the Board of Directors and Chief Executive Officer, a
Chief Financial Officer, a President and a Secretary, and may include,
by election or appointment, one or more Vice-
<PAGE>
<PAGE>
Presidents (any one or more of whom may be given an additional
designation of rank or function), a Treasurer and such Assistant
Treasurers, Assistant Secretaries, and such other officers as the
Board may from time to time deem proper. Each officer shall have such
powers and duties as may be prescribed by these By-laws and as may be
assigned by the Board of Directors or the President. Any two or more
offices may be held by the same person except the offices of President
and Secretary.
SECTION 2. Term of Office and Remuneration. The term of
-------------------------------
office of all officers shall be one year and until their respective
successors have been elected and qualified or until their earlier
resignation or removal. Any vacancy in any office arising from any
cause may be filled for the unexpired portion of the term by the Board
of Directors. The remuneration of all officers of the Company may be
fixed by the Board of Directors or in such manner as the Board of
Directors shall otherwise provide.
SECTION 3. Resignation; Removal. Any officer may resign at
--------------------
any time upon written notice to the Company and such resignation shall
take effect upon receipt thereof by the President or Secretary, unless
otherwise specified in the resignation. Any officer shall be subject
to removal, with or without cause, at any time by an affirmative vote
of a majority of the entire Board of Directors.
SECTION 4. Chairman of the Board of Directors and Chief
--------------------------------------------
Executive Officer. The Chairman of the Board of Directors shall be
-----------------
the Chief Executive Officer of the Company and shall be a citizen of
the United States; he shall preside at all meetings of the
stockholders and at all meetings of the directors, shall have general
management and supervision of the business and affairs of the Company,
and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
SECTION 5. Chief Financial Officer. The Chief Financial
-----------------------
Officer shall in general have all duties incident to such position,
including, without limitation, the organization and review of all
accounting, tax and related financial matters involving the Company,
the implementation of appropriate Company financial controls and
procedures, and the supervision and assignment of the duties of all
other financial officers and personnel employed by the Company, and
shall have such other duties as may be assigned by the Board of
Directors or the President.
SECTION 6. President. The President shall be a citizen of
---------
the United States and shall have general management
<PAGE>
<PAGE>
and supervision of the property, business and affairs of the Company
and over its other officers; may appoint and remove assistant officers
and other agents and employees, other than officers referred to in
Section 1 of this Article V; and may execute and deliver in the name
of the Company powers of attorney, contracts, bonds and other
obligations and instruments.
SECTION 7. Vice-President. A Vice-President may execute
--------------
and deliver in the name of the Company contracts and other obligations
and instruments pertaining to the regular course of the duties of said
office, and shall have such other authority as from time to time may
be assigned by the Board of Directors or the President.
SECTION 8. Treasurer. The Treasurer shall in general have
---------
all duties incident to the position of Treasurer and such other duties
as may be assigned by the Board of Directors or the Chief Financial
Officer.
SECTION 9. Secretary. The Secretary shall in general have
---------
all the duties incident to the office of Secretary and such other
duties as may be assigned by the Board of Directors, the President or
any Vice President.
SECTION 10. Assistant Officers. Any assistant officer
------------------
shall have such powers and duties of the officer such assistant
officer assists as such officer or the Board of Directors shall from
time to time prescribe.
SECTION 11. Non-U.S. Officers. Any Vice President or other
-----------------
officer of the Company who is not a citizen of the United States is
not authorized to act, and may not act, in the absence or disability
of the President or the Chairman of the Board and Chief Executive
Officer of the Company.
ARTICLE VI
Books and Records
-----------------
SECTION 1. Location. The books and records of the Company
--------
may be kept at such place or places within or outside the State of
Delaware as the Board of Directors or the respective officers in
charge thereof may from time to time determine. The record books
containing the names and addresses of all stockholders, the number and
class of shares of stock held by each and the dates when they
respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in
<PAGE>
<PAGE>
the By-Laws and by such officer or agent as shall be designated by the
Board of Directors.
SECTION 2. Addresses of Stockholders. Notices of meetings
-------------------------
and all other corporate notices may be delivered personally or mailed
to each stockholder at the stockholder's address as it appears on the
records of the Company.
SECTION 3. Fixing Date for Determination of Stockholders of
------------------------------------------------
Record. In order that the Company may determine the stockholders
------
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date: (1) in the
case of determination of stockholders entitled to notice of or to vote
at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten
days before the date of such meeting; (2) in the case of determination
of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the
date upon which the resolution fixing the record date is adopted by
the Board of Directors; and (3) in the case of any other action, shall
not be more than sixty days prior to such other action. If no record
date is fixed: (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the
record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by law, shall be the first date
on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Company in accordance with
applicable law, or, if prior action by the Board of Directors is
required by law, shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action;
and (3) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to
vote at a
<PAGE>
<PAGE>
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
ARTICLE VII
Certificates Representing Stock
-------------------------------
SECTION 1. Certificates; Signatures. Subject to the
------------------------
provisions of paragraph EIGHTH of the Certificate of Incorporation,
the shares of the Company shall be represented by certificates, and
every holder of stock shall be entitled to have a certificate, signed
by or in the name of the Company by the Chairman or Vice-Chairman of
the Board of Directors, or the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Company, representing the number of shares registered
in certificate form. Any and all signatures on any such certificate
may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Company with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. The name of the holder of
record of the shares represented thereby, with the number of such
shares and the date of issue, shall be entered on the books of the
Company.
SECTION 2. Dual Stock Certificate System; Restrictions on
----------------------------------------------
Transfer. The Company shall instruct its transfer agent to maintain
--------
two separate stock records, a foreign record of stock owned by
Foreigners and a domestic record of stock owned by persons or
organizations that are not Foreigners.
Certificates representing stock of the Company shall be
marked either "foreign" or "domestic", but shall be identical in all
other respects. Stock owned by Foreigners shall be represented by
foreign certificates, and stock owned by persons or organizations that
are not Foreigners shall be represented by domestic certificates.
Whether stock is owned by Foreigners shall be determined in accordance
with the Certificate of Incorporation
A certificate shall be required from each transferee (and
from each recipient upon original issuance) of stock as to whether
such transferee (or recipient), and if such transferee
<PAGE>
<PAGE>
(or recipient) is acting as custodian, nominee, purchaser
representative or in any other capacity for an owner, whether such
owner, is a Foreigner. Registration of transfer (or original
issuance) shall be denied upon refusal to furnish such certificate.
No stock of any class of the Company not owned by a
Foreigner may be transferred or issued (upon original issuance) to a
Foreigner or a holder of record that will hold the stock for or on
behalf of a Foreigner if, upon completion of the transfer or issuance,
more than the Permitted Percentage (as defined in the Certificate of
Incorporation) of the stock of that class then outstanding would be
owned by Foreigners. To this end, stock of any class represented by a
domestic certificate (or represented by a foreign certificate known by
the Company not to be held by or on behalf of Foreigners) may not be
transferred, and stock of any class may not be issued (upon original
issuance), to a Foreigner or a holder of record that will hold the
stock for or on behalf of a Foreigner if, upon completion of the
transfer or issuance, the outstanding stock of that class represented
by foreign certificates (and by domestic certificates known by the
Company to be held by or on behalf of Foreigners) would exceed the
Permitted Percentage.
All stock represented by foreign certificates (other than
foreign certificates known by the Company not to be held by or on
behalf of Foreigners) may be transferred to Foreigners or to persons
or organizations that are not Foreigners, regardless of the percentage
of the stock then outstanding owned by Foreigners.
To the extent necessary to enable the Company to determine
the percentage of the outstanding capital stock of any class owned by
Foreigners, or for the purpose of submitting any proof of citizenship
required by applicable law or by contract with the United States
government (or any agency or instrumentality thereof), the Company may
require that record holders and owners of shares of capital stock to
confirm their citizenship status and may, in the discretion of the
Board of Directors, temporarily withhold and deposit into escrow
dividends payable to any such record holder and owner until adequate
confirmation of citizenship status is received.
SECTION 3. Transfers of Stock. Upon compliance with any
------------------
provisions restricting the transfer or registration of transfer of
shares of stock, including, without limitation, the restrictions set
forth in the Certificate of Incorporation, shares of capital stock
shall be transferable on the books of the
<PAGE>
<PAGE>
Company only by the holder of record thereof in person, or by duly
authorized attorney, upon surrender and cancellation of certificates
for a like number of shares, properly endorsed, and the payment of all
taxes due thereon.
SECTION 4. Fractional Shares. The Company may, but shall
-----------------
not be required to, issue certificates for fractions of a share where
necessary to effect authorized transactions, or the Company may pay in
cash the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined, or it may issue
scrip in registered or bearer form over the manual or facsimile
signature of an officer of the Company or of its agent, exchangeable
as therein provided for full shares, but such scrip shall not entitle
the holder to any rights of a stockholder except as therein provided.
The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates
representing shares of the Company.
SECTION 5. Lost, Stolen or Destroyed Certificates. The
--------------------------------------
Company may issue a new certificate of stock in place of any
certificate, theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may require the owner
of any lost, stolen or destroyed certificate, or his legal
representative, to furnish an affidavit as to such loss, theft, or
destruction and to give the Company a bond sufficient to indemnify the
Company against any claim that may be made against it on account of
the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.
ARTICLE VIII
Dividends
---------
Subject always to provisions of applicable law and the
Certificate of Incorporation, the Board of Directors shall have full
power to determine whether any, and, if any, what part of any, funds
legally available for the payment of dividends shall be declared as
dividends and paid to holders of the capital stock of the Company; the
division of the whole or any part of such funds of the Company shall
rest wholly within the lawful discretion of the Board of Directors,
and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as
dividends or otherwise; and before payment of any dividend, there may
be
<PAGE>
<PAGE>
set aside out of any funds of the Company available for dividends such
sum or sums as the Board of Directors from time to time, in its
absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Company, or for such other purpose as
the Board of Directors shall think conducive to the interest of the
Company, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE IX
Corporate Seal
--------------
The corporate seal shall have inscribed thereon the name of
the Company and the year of its incorporation, and shall be in such
form and contain such other words and/or figures as the Board of
Directors shall determine. The corporate seal may be used by printing,
engraving, lithographing, stamping or otherwise making, placing or
affixing, or causing to be printed, engraved, lithographed, stamped or
otherwise made, placed or affixed, upon any paper or document, by any
process whatsoever, an impression, facsimile or other reproduction of
said corporate seal.
ARTICLE X
Fiscal Year
-----------
The fiscal year of the Company shall be fixed, and shall be
subject to change, by the Board of Directors. Unless otherwise fixed
by the Board of Directors, the fiscal year of the Company shall
commence on January 1, and end on December 31, of each and every
calendar year.
<PAGE>
<PAGE>
ARTICLE XI
Waiver of Notice
----------------
Whenever notice is required to be given by the Certificate
of Incorporation or by these By-Laws, a written waiver thereof, signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
-------------------------------------
SECTION 1. Bank Accounts and Drafts. In addition to
------------------------
such bank accounts as may be authorized by the Board of Directors, the
Chief Financial Officer or any person designated by said Chief
Financial Officer, whether or not an employee of the Company, may
authorize such bank accounts to be opened or maintained in the name
and on behalf of the Company as he may deem necessary or appropriate,
payments from such bank accounts to be made upon and according to the
check of the Company in accordance with the written instructions of
said primary financial officer, or other person so designated by the
Treasurer.
SECTION 2. Contracts. The Board of Directors may authorize
---------
any person or persons, in the name and on behalf of the Company, to
enter into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority may
be general or confined to specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments.
----------------------------------------------
The Chairman, the President or any other person designated by either
of them shall have the power and authority to execute and deliver
proxies, powers of attorney and other instruments in the name and on
behalf of the Company in connection with the rights and powers
incident to the ownership of stock by the Company. The Chairman, the
President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Company may
attend and vote at any meeting of stockholders of any company in which
the Company may hold stock, and may exercise on behalf of the Company
any and all of the rights and powers incident to the ownership of such
stock at any such meeting, or otherwise as
<PAGE>
<PAGE>
specified in the proxy or power of attorney so authorizing any such
person. The Board of Directors, from time to time, may confer like
powers upon any other person.
SECTION 4. Financial Reports. The Board of Directors may
-----------------
appoint the primary financial officer or other fiscal officer and/or
the Secretary or any other officer to cause to be prepared and
furnished to stockholders entitled thereto any special financial
notice and/or financial statement, as the case may be, which may be
required by any provision of law.
ARTICLE XIII
Amendments
----------
SECTION 1. Except as otherwise set forth in Section 2 of
this Article XIII, these By-Laws may be altered or repealed at the
Annual Meeting of Stockholders or at any special meeting of the
stockholders, in each case, at which a quorum is present or
represented, provided in the case of a special meeting that notice of
the proposed alteration or repeal is contained in the notice of such
special meeting, by the affirmative vote of the holders of a majority
in voting power of the outstanding capital stock entitled to vote at
such meeting and present or represented thereat (in person or by
proxy), or by the affirmative vote of a majority of the Board of
Directors, at any regular meeting or any special meeting of the Board.
SECTION 2. Notwithstanding any other provisions of these
By-Laws (including Section 1 of this Article XIII), the adoption by
stockholders of any alteration, amendment, change, addition to or
repeal of all or any part of Sections 1, 2, and 3 of Article I,
Sections 2, 3, 4, 11, and 12 of Article II or Section 2 of this
Article XIII of these By-Laws, or the adoption by stockholders of any
other provision of these By-Laws which is inconsistent with or in
addition to such Sections of these By-Laws shall require the affirma-
tive vote of the holders of not less than 66 2/3% of the votes
entitled to be cast by the holders of all then outstanding capital
stock of the Company entitled to vote thereon.
NYFS11...:\93\73293\0004\1711\BYL9256N.280
<PAGE>
EXHIBIT 5.1
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
September 25, 1996
SEACOR Holdings, Inc.
1370 Avenue of the Americas
25th Floor
New York, New York 10019
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-8 under the Securities Act of 1933, as amended (the
"Registration Statement"). Terms defined in the Registration
Statement and not otherwise defined herein are used herein with the
meanings as so defined.
In so acting, 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 authenticity of all documents submitted to us as
originals, the legal capacity of natural persons, the conformity to
original documents of documents submitted to us as certified or photo-
static 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 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 1,000,000 shares of Common Stock, par value $.01
per share, of the Company to be issued and sold by the Company
pursuant to the Registration Statement, have been duly authorized and,
when issued and sold as contemplated by the Registration Statement and
the SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan and
SEACOR Holdings, Inc. 1996 Share Incentive Plan will be validly
issued, fully paid and nonassessable.
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.
<PAGE>
<PAGE>
We hereby consent to be named in the Prospectus as the
attorneys who have passed upon the legality of the securities being
offered thereby and to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference into this Registration Statement on Form S-8
of SEACOR Holdings, Inc. of our reports dated February 20, 1996, included
in SEACOR Holdings, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995, June 7, 1996 included in SEACOR's Current Report on
Form 8-K dated May 31, 1996 filed on June 7, 1996 and May 10, 1996
included in SEACOR's Current Report on Form 8-K dated May 31, 1996
filed on June 14, 1996, and to all references to our Firm included in
this Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
September 25, 1996
