================================================================================
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] FILED BY THE REGISTRANT
[ ] FILED BY A PARTY OTHER THAN THE REGISTRANT
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL UNDER RULE 14A-12
SEACOR SMIT INC.
------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] NO FEE REQUIRED
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND
0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
3) PER UNIT PRICE OF OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE
FILING FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
5) TOTAL FEE PAID:
[ ] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
ACT RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING
FEE WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID: $
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
3) FILING PARTY:
4) DATE FILED:
NY2:\900605\73293.0004
<PAGE>
[GRAPHIC OMITTED] 11200 Richmond Avenue, Suite 400
Houston, Texas 77082
April 5, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of SEACOR SMIT Inc. (the "Meeting"), which will be held at the
offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New York,
New York 10153 on Tuesday, May 23, 2000 at 10:00 a.m., local time. All holders
of record of the Company's outstanding common stock at the close of business on
March 24, 2000 will be entitled to vote at the Meeting.
Directors, officers and other representatives of the Company will be
present at the Meeting and they will be pleased to answer any questions you may
have.
Whether or not you expect to attend the Meeting and regardless of the
number of shares of Common Stock you own, you are encouraged to read the
enclosed Proxy Statement and Annual Report carefully, and to complete, sign,
date and return the enclosed proxy in the postage-paid, self-addressed envelope
provided for such purpose so that your shares will be represented at the
Meeting. The prompt return of proxy cards will ensure the presence of a quorum.
We hope that you will be able to attend and look forward to seeing
you at the Meeting.
Sincerely,
/s/ Charles Fabrikant
Charles Fabrikant
Chairman of the Board
<PAGE>
[GRAPHIC OMITTED] 11200 Richmond Avenue, Suite 400
Houston, Texas 77082
SEACOR SMIT INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2000
----------------
April 5, 2000
To Our Stockholders:
The Annual Meeting of Stockholders of SEACOR SMIT Inc. (the
"Company"), will be held on Tuesday, May 23, 2000, at 10:00 a.m., local time, at
the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New
York, New York 10153 (the "Meeting"), for the following purposes:
1. To elect eight directors to serve until the 2001 Annual
Meeting of Stockholders. Please see page 5.
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
December 31, 2000. Please see page 15.
3. To approve the 2000 Employee Stock Purchase Plan. Please
see page 15.
4. To approve the 2000 Stock Option Plan for Non-Employee
Directors. Please see page 17.
5. To transact such other business as may properly come
before the Meeting and any adjournments thereof.
Only holders of record of Common Stock at the close of business on
March 24, 2000 will be entitled to notice of and to vote at the Meeting. YOUR
VOTE IS VERY IMPORTANT! Please complete, sign, date and return the enclosed
proxy, whether or not you expect to attend the Meeting, so that your shares may
be represented at the Meeting if you are unable to attend and vote in person. If
you attend the Meeting, you may revoke your proxy and vote your shares in
person.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
<PAGE>
SEACOR SMIT INC.
11200 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77082
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 23, 2000
SOLICITATION OF PROXIES, VOTING AND REVOCATION
GENERAL
This Proxy Statement and the enclosed proxy are being furnished to
holders of record of the common stock, $.01 par value (the "Common Stock"), of
SEACOR SMIT Inc., a Delaware corporation ("the Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board")
for use at the Annual Meeting of Stockholders to be held on Tuesday, May 23,
2000 (the "Meeting") and at any adjournments thereof. This Proxy Statement and
the enclosed proxy are first being mailed to stockholders on April 5, 2000.
VOTING
The Board of Directors has fixed the close of business on March 24,
2000 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each such
stockholder will be entitled to one vote for each share of Common Stock held as
of the Record Date on all matters properly to come before the Meeting, and may
vote in person or by proxy authorized in writing. As of the Record Date, there
were 40,000,000 shares of Common Stock authorized, of which 11,185,984 were
issued and outstanding. The Company has no other voting securities issued or
outstanding.
A list of the Company's stockholders as of the Record Date will be
available for examination by any stockholder, for purposes germane to the
Meeting, during ordinary business hours, for ten days prior to the date of the
Meeting, at the offices of the Company, 1370 Avenue of the Americas, 25th Floor,
New York, New York 10019.
Stockholders are requested to complete, date, sign and promptly
return the accompanying proxy in the enclosed postage-paid, self-addressed
envelope provided for such purpose. Common Stock represented by properly
executed proxies which are received by the Company and not subsequently revoked
will be voted at the Meeting in accordance with the instructions contained
therein. Abstentions and broker non-votes will count towards the determination
of a quorum at the Meeting but will have the effect of votes "Against" a
proposal. If instructions are not given, proxies will be voted FOR election as a
director of each of management's nominees named under "Proposal No. 1 - Election
of Directors" in this Proxy Statement and listed under Item 1 of the enclosed
proxy; FOR ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending December 31, 2000
under "Proposal No. 2 - Ratification of Appointment of Independent Auditors" in
this Proxy Statement and listed under Item 2 of the enclosed proxy; FOR approval
of the 2000 Employee Stock Purchase Plan under "Proposal No. 3 - Approval of the
2000 Employee Stock Purchase Plan" in this Proxy Statement and listed under Item
3 of the enclosed proxy; and FOR approval of the 2000 Stock Option Plan for
<PAGE>
Non-Employee Directors under "Proposal No. 4 - Approval of the 2000 Stock Option
Plan for Non-Employee Directors" in this Proxy Statement and listed under Item 4
of the enclosed proxy. As to any matters which properly may come before the
Meeting other than those specified herein, the proxy holders will be entitled to
exercise discretionary authority.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are kept confidential by the Company. Such
documents are made available only by the inspectors of election and certain
personnel associated with processing proxies and tabulating votes at the
Meeting. The votes of individual stockholders will not be disclosed except as
may be required by applicable law.
REVOCATION OF PROXIES
A stockholder who so desires may revoke his or its proxy at any time
before it is exercised by: (i) providing written notice to such effect to the
Secretary of the Company, (ii) duly executing a proxy bearing a date subsequent
to that of a previously furnished proxy, or (iii) attending the Meeting and
voting in person. Attendance at the Meeting will not in itself constitute a
revocation of a previously furnished proxy and stockholders who attend the
Meeting in person need not revoke their proxy (if previously furnished) and vote
in person.
SOLICITATION EXPENSES
The Company will bear the costs of solicitation of proxies for the
Meeting. In addition to solicitation by mail, directors, officers and regular
employees of the Company may solicit proxies from stockholders by telephone,
telegram, personal interview or other means. The Company will not incur any
costs beyond those customarily expended for a solicitation of proxies for the
election of directors in the absence of a contest, and said directors, officers
and employees will not receive additional compensation for their solicitation
activities, but may be reimbursed for reasonable out-of-pocket expenses incurred
by them in connection therewith. Brokers, dealers, commercial banks, trust
companies, fiduciaries, custodians and other nominees (collectively, "Nominees")
have been requested to forward proxy solicitation materials to their customers,
and such Nominees will be reimbursed for their reasonable out-of-pocket
expenses. The Company has engaged Proxy Services, Inc. to distribute proxy
materials to various Nominees who are holders of record of the Common Stock.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Common Stock by: (i) all persons (including any "group" as that
term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) who were known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock, (ii) each director and
nominee for director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table set forth below under "Executive
Compensation," and (iv) all directors and executive officers of the Company as a
group (13 persons). Except where otherwise indicated in the footnotes to the
table, all beneficial ownership information set forth below is as of the Record
Date.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
Name of Beneficial Owner (1) Beneficial Ownership (2) Percentage of Class
- --------------------------------------------------------------- ---------------------------------- -----------------------------
<S> <C> <C>
Charles Fabrikant (3) 644,635 5.8%
Randall Blank (4) 61,125 *
Milton Rose (5) 25,723 *
Andrew G. Strachan (6) 8,903 *
Alice N. Gran (7) 4,468 *
Granville E. Conway (8) 86,829 *
Michael E. Gellert (9) 208,446 1.9%
Andrew R. Morse (10) 14,200 *
Stephen Stamas 1,000 *
Richard M. Fairbanks III 18,000 *
Antoon W. Kienhuis (11) ** **
Pierre de Demandolx ** **
GeoCapital Corporation (12) 973,100 8.7%
767 Fifth Avenue
New York, New York 10153
Baron Capital Group Inc. (13) 1,812,200 16.2%
767 Fifth Avenue
New York, New York 10153
US Trust Company of New York (14) 603,954 5.4%
114 West 47th Street
New York, NY 10036
All directors, nominees and executive officers as a group (13 1,082,082 9.7%
Persons)
</TABLE>
- ----------------
* Less than 1.0%.
** Does not own any shares.
(1) Unless otherwise indicated, the address of each of the persons whose
name appears in the table above is: c/o SEACOR SMIT Inc., 11200
Richmond Avenue, Suite 400, Houston, Texas 77082.
(2) The information contained in the table above reflects "beneficial
ownership" of the Common Stock within the meaning of Rule 13d-3 under
the Exchange Act. Unless otherwise indicated, all shares of Common
Stock are held directly with sole voting and dispositive power.
Beneficial ownership information reflected in the table above
includes shares issuable upon the exercise of outstanding stock
3
<PAGE>
options exercisable within 60 days or upon conversion of the
Company's 5 3/8% Convertible Subordinated Notes due November 15, 2006
(the "5 3/8% Notes").
(3) Includes 397,171 shares of Common Stock which Mr. Fabrikant may be
deemed to own through his interest in, and control of (i) Fabrikant
International Corporation ("FIC"), the record owner of 214,464 shares
of Common Stock, (ii) Fabrikant International Profit Sharing Trust
(the "Trust"), the record owner of 13,120 shares of Common Stock, and
(iii) SCF Corporation ("SCF"), the record owner of 169,587 shares of
Common Stock. Mr. Fabrikant is the President of FIC, a beneficiary of
Fabrikant International Profit Sharing Trust, and is the Chairman,
Chief Executive Officer and a 47% stockholder of SCF. Also includes
206,944 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days and 16,370 shares of restricted stock over
which Mr. Fabrikant exercises sole voting power.
(4) Does not include 169,587 shares of Common Stock owned by SCF, of
which Mr. Blank serves as President and Chief Operating Officer and
holds an approximate 7% equity interest. Mr. Blank disclaims
beneficial ownership of such shares of the Company owned by SCF.
Includes 41,667 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 5,035 shares of restricted
stock over which Mr. Blank exercises sole voting power.
(5) Includes 20,832 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 4,891 shares of restricted
stock over which Mr. Rose exercises sole voting power.
(6) Includes 667 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 452 shares of restricted stock
over which Mr. Strachan exercises sole voting power
(7) Includes 468 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days and 2,433 shares of restricted
stock over which Ms. Gran exercises sole voting power.
(8) Includes 468 shares of Common Stock issuable upon the exercise of
potions exercisable within 60 days and 2,433 shares of restricted
stock over which Mr. Gran exercises sole voting power.
(9) Does not include: (i) shares of Common Stock owned by Mr. Conway's
two sons, G. Todd Conway and Bradley L. Conway (neither of whom are
minors or reside with Mr. Conway), (ii) an aggregate of 28,000 shares
of Common Stock owned by Mr. Conway's children, grandchildren and
other relatives (none of whom reside with Mr. Conway), and (iii)
169,587 shares of Common Stock owned by SCF in which Mr. Conway owns
an approximate 7% equity interest, as to which Mr. Conway, in each
case, disclaims beneficial ownership.
(10) Includes 208,446 shares of Common Stock owned by Windcrest Partners,
L.P., of which Mr. Gellert is one of two general partners. Does not
include, and Mr. Gellert disclaims beneficial ownership of, 169,587
shares of Common Stock owned by SCF, of which Mr. Gellert is a
Director and in which Windcrest Partners, L.P. owns an approximate
17% equity interest.
(11) Does not include 169,587 shares of Common Stock owned by SCF, of
which Mr. Morse holds an approximate 1% equity interest and is a
Director. Mr. Morse disclaims beneficial ownership of such shares.
(12) Does not include 231,060 shares of Common Stock issuable upon the
conversion of the Company's 5 3/8% Notes owned by Smit Internationale
Overseas B.V., of which Mr. Kienhuis serves as Managing Director.
(13) Share ownership information with respect to GeoCapital Corporation
("GCC") was derived from GCC's Statement of Beneficial Ownership on
Schedule 13G/A filed with the Securities and Exchange Commission
("Commission") on February 8, 2000. Such Statement of Beneficial
Ownership does not disclose the identities of the natural persons
having voting and dispositive power over the shares covered thereby
and the Company has no independent knowledge of such identities.
(14) Share ownership information with respect to Baron Capital Group, Inc.
("Baron") was derived from Baron's Statement of Beneficial Ownership
on Schedule 13G/A filed with the Commission on February 15, 2000.
Such Statement of Beneficial Ownership does not disclose the
identities of the natural persons having voting and dispositive power
over the shares covered thereby and the Company has no independent
knowledge of such identities.
(15) Share ownership information with respect to US Trust Company of New
York ("US Trust") was derived from US Trust's Statement of Beneficial
Ownership on Schedule 13G filed with the Commission on February 4,
2000. Such Statement of Beneficial Ownership does not disclose the
identities of the natural persons having voting and dispositive power
over the shares covered thereby and the Company has no independent
knowledge of such identities.
4
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Exchange Act requires that each director and
executive officer of the Company and each person owning more than 10% of the
Common Stock report his or its initial ownership of the Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
The Company is required to disclose in this Proxy Statement any late filings of
such reports with respect to the most recent fiscal year.
Based solely upon a review of copies of forms furnished to the
Company or written representations from certain reporting persons that no Forms
5 were required, the Company believes that during the 1999 fiscal year all
Section 16(a) filing requirements were satisfied.
PROPOSAL NO. 1
--------------
ELECTION OF DIRECTORS
Pursuant to applicable Delaware law (the jurisdiction of
incorporation of the Company) and the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), the business and affairs of
the Company are managed by or under the direction of the Board. Generally, the
Board oversees the management of the Company's business operations and
determines the corporate policies and appoints the chief executive officer,
chief financial officer and other executive officers of the Company.
Pursuant to the Company's Amended and Restated By-laws currently in
effect (the "By-laws"), the number of directors constituting the Board shall be
no less than five nor more than eleven, as may be fixed from time to time by
resolution of the entire Board. The size of the Board is presently fixed at
eight members. The By-laws provide that directors of the Company are elected
annually to serve until the next annual meeting of stockholders or until their
earlier resignation or removal. Accordingly, at the Meeting, eight directors are
to be elected to serve until the next annual meeting of stockholders or until
their respective successors are duly elected and qualified. All of the
management nominees for director named below are currently directors of the
Company. Unless otherwise specified, proxies will be voted FOR the election of
each of the management nominees named below. The Board does not expect that any
of the nominees will be unable to serve as a director. However, if for any
reason one or more of the nominees is unable to serve, proxies will be voted for
such substitute nominees as the Board may recommend unless otherwise specified
in the proxy.
Set forth below is certain biographical information with respect to
each nominee for director:
5
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------------ ----------- ---------------------------------------------------------- ------------------------
<S> <C> <C> <C>
Charles Fabrikant 55 Chairman of the Board, President and December 1989
Chief Executive Officer of the Company
Granville E. Conway (1) (2) 72 President and Chief Executive Officer of December 1989
Cosmopolitan Shipping Co. Inc.
Andrew R. Morse (2) 54 Senior Vice President of Salomon Smith Barney June 1998
Michael E. Gellert (1) 68 General Partner of Windcrest Partners, L.P. December 1989
Stephen Stamas (2) 68 Chairman of The American Assembly of Columbia University December 1992
Richard M. Fairbanks III (1) 59 Managing Director, Center for Strategic and April 1993
International Studies
Pierre de Demandolx 59 Managing Director, Petroleum Development & April 1994
Diversification Ltd
Antoon Kienhuis 57 Vice President and Chief Financial Officer, Smit April 1997
Internationale NV
</TABLE>
- -----------
(1) Member of the Audit Committee
(2) Member of the Stock Option and Executive Compensation Committee
Charles Fabrikant has been Chairman of the Board and Chief Executive
Officer of SEACOR since December 1989, and has served as a director of certain
of SEACOR's subsidiaries since December 1989. He has been President of SEACOR
since October 1992. For more than the past five years, Mr. Fabrikant has been
the Chairman of the Board and Chief Executive Officer of SCF Corporation ("SCF")
and President of Fabrikant International Corporation ("FIC"), each a privately
owned corporation engaged in marine operations and investments. Each of SCF and
FIC may be deemed to be an affiliate of the Company. Mr. Fabrikant is a licensed
attorney admitted to practice in the State of New York and in the District of
Columbia.
Granville E. Conway is President and Chief Executive Officer of
Cosmopolitan Shipping Co. Inc. ("Cosmopolitan"), a company primarily engaged in
ship management. Mr. Conway has been employed by Cosmopolitan since March 1950
and is a graduate of the U.S. Merchant Marine Academy. Mr. Conway was President
of the Company from December 1989 to October 1992. Mr. Conway has been a
director of SEACOR since December 1989.
Michael E. Gellert has been one of two general partners of Windcrest
Partners, L.P., a New York investment partnership, for more than the past five
years. Mr. Gellert has been a director of SCF since 1984 and is currently a
director of the following public corporations: Premier Parks Inc. (Committees:
Audit, Compensation and Stock Option), Devon Energy Corp. (Committees:
Compensation and Stock Option), Humana Inc. (Committees: Audit, Compensation,
Investment, Executive), High Speed Access Corp. (Committees - Audit,
Compensation and Executive), Smith Barney World Funds, and serves as a member of
the Putnam Trust Company Advisory Board to the Bank of New York. Mr. Gellert has
been a director of SEACOR since December 1989.
Stephen Stamas has been the Chairman of The American Assembly of
Columbia University, a not-for-profit organization involved in the study of
public affairs, since 1987. Mr. Stamas served as the Chairman of the New York
Philharmonic from 1989 until 1996 and as Vice Chairman of the Rockefeller
University from 1995 until 1999. He is Chairman Emeritus and a director, and was
Chairman from 1995 until May 1999, of the Greenwall Foundation and a director of
BNY Hamilton Funds, Inc. Mr. Stamas has been a director of SEACOR since December
1992. From 1973 to 1986, he served as a Corporate Vice President of Exxon
Corporation.
Richard M. Fairbanks III is currently Managing Director for Domestic
and International Issues at the Center for Strategic and International Studies
in Washington, D.C., a research organization. From February 1992 until March
6
<PAGE>
1994, he was Senior Counsel in the Washington, D.C. office of Paul, Hastings,
Janofsky & Walker (a law partnership). From September 1985 to February 1992, he
was Managing Partner of that office. Mr. Fairbanks is also a director of
Hercules Incorporated (Committees: Finance and International), GATX Corporation
(Committees: Audit and Nominating) and SpaceLab Inc. He formerly served as an
Ambassador-at-Large for the United States and was International Chairman of the
Pacific Economic Cooperation Council. Mr. Fairbanks is admitted to practice law
in the District of Columbia and before the United States Supreme Court. Mr.
Fairbanks has been a director of SEACOR since April 1993.
Pierre de Demandolx is a Director of Compagnie Nationale de
Navigation ("CNN"), a Paris based public company majority owned by Worms & Cie.
until January 1998 and presently owned by Compagnie Maritime Belge, whose
primary business is shipping. He was the Chief Executive Officer of CNN from
September 1990 to June 1996. From July 1996 until October 1997, Mr. Demandolx
was the Chairman of the Board of Heli-Union, a Paris based helicopter
transportation company. From 1986 to January 1996, Mr. Demandolx was Chairman of
Feronia International Shipping ("FISH") and is currently a Director of FISH. He
was the General Partner of DPH Conseils, a consulting firm in transportation and
energy created in 1996. Since 1999, Mr. Demandolx has been Managing Director of
Petroleum Development & Diversification Ltd, a consulting agency based in
London. Mr. Demandolx has been a director of SEACOR since April 1994.
Antoon W. Kienhuis is Vice President and Chief Financial Officer of
Smit Internationale N.V., a Netherlands corporation whose principal business is
maritime contracting, salvage and harbor operations ("Smit"), and the Managing
Director of Smit Internationale Overseas B.V. Mr. Kienhuis has held several
positions with Smit since 1973. Mr. Kienhuis has been a director of SEACOR since
April 1997.
Andrew R. Morse has been a Senior Vice President - Investments of
Salomon Smith Barney Inc in New York, an investment banking firm, and Smith
Barney Inc., its predecessor, for the past five years. He is the Senior Partner
of Round Hill Associates, a private investment partnership, and sits on numerous
philanthropic boards. Mr. Morse has been a director of SEACOR since June 1998.
Directors will be elected by a plurality of the shares of Common
Stock represented in person or by proxy at the Meeting. If you do not wish your
shares to be voted for any particular nominees, please identify those nominees
for whom you "withhold authority" to vote in the appropriate space provided on
the enclosed proxy.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
OF THE DIRECTOR-NOMINEES NAMED ABOVE.
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND
COMMITTEES THEREOF
MEETINGS
During the year ended December 31, 1999, the Board held four meetings
and acted by unanimous written consent on two occasions. Each director attended
at least 75% of the meetings of the Board and all committees of the Board of
which he is a member during his term of service as a director.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the full
Board the firm to be appointed each year as independent auditors of the
Company's financial statements, to perform services related to the completion of
such audit, and to review affiliated transactions. The Audit Committee also has
the responsibility to: (i) review the scope and results of the audit with the
independent auditors, (ii) review with management and the independent auditors
the Company's interim and year-end financial condition and results of
operations, (iii) consider the adequacy of the internal accounting, bookkeeping
and other control procedures of the Company, and (iv) review any non-audit
7
<PAGE>
services and special engagements to be performed by the independent auditors and
consider the effect of such performance on the auditors' independence. The Audit
Committee is also responsible for reviewing at least once each year the terms of
all material proposals, transactions and arrangements between the Company and
its directors, officers, subsidiaries and affiliates. Messrs. Conway, Fairbanks
and Gellert, none of whom is an officer or other employee of the Company, serve
as members of the Audit Committee. The Audit Committee held two meetings during
1999.
STOCK OPTION AND EXECUTIVE COMPENSATION COMMITTEE
The Stock Option and Executive Compensation Committee is responsible,
subject to the general terms and provisions of the SEACOR SMIT Inc. 1992
Non-Qualified Stock Option Plan (the "1992 Stock Option Plan") and the SEACOR
SMIT Inc. 1996 Share Incentive Plan (the "1996 Share Incentive Plan"), for the
administration and award of restricted stock and stock options under such plans.
In addition, in January 1993, the Board delegated to the committee
responsibility for all matters relating to the determination and award of
executive compensation. Messrs. Stamas, Morse and Conway, each of whom is a
"Non-Employee Director" within the meaning of Rule 16b-3(b) under the Exchange
Act with respect to the 1992 Stock Option Plan and the 1996 Share Incentive
Plan, serve as members of the Stock Option and Executive Compensation Committee.
The Stock Option and Executive Compensation Committee held one meeting during
1999 and acted by unanimous written consent on four occasions.
NOMINATING COMMITTEE
The Company does not maintain a Nominating Committee.
COMPENSATION OF DIRECTORS
Directors of the Company who are officers receive no remuneration by
reason of such directorship and are not compensated for attending meetings of
the Board or standing committees thereof. Directors who are not officers of the
Company receive an annual retainer of $15,000 and $1,500 for every regular Board
and Committee meeting that they attend.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for
the Company's Chief Executive Officer and each of the four most highly
compensated executive officers of the Company whose aggregate salary and bonus
exceeded $100,000 for the fiscal year ended December 31, 1999 (collectively, the
"Named Executive Officers").
8
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------------------------------------------------------
# of Securities All Other
Restricted Stock Underlying Compensation
Position (s) Year Salary ($) Bonus ($) (1) Awards ($) (2) Options ($)(3)
- ------------ ---- ---------- ------------- ------------------ -------- ---
<S> <C> <C> <C> <C> <C> <C>
Charles Fabrikant, (4) 1999 500,000 250,000 241,800 35,000 5,000
Chairman of the Board, President, 1998 500,000 625,000 781,947 25,000 4,800
and Chief Executive Officer 1997 400,000 500,000 183,178 7,500 4,750
Randall Blank, (5) 1999 325,000 125,000 113,925 5,000 5,000
Chief Financial Officer, Executive 1998 325,000 225,000 207,867 10,000 4,800
Vice President and Secretary 1997 280,000 200,000 91,589 2,000 4,750
Alice Gran, (6) 1999 200,000 40,000 13,950 1,000 6,600
Vice President and General 1998 40,000 - 141,650 1,402 -
Counsel
Milton Rose, (7) 1999 190,000 40,000 55,800 500 5,000
Vice President 1998 190,000 100,000 74,438 500 4,800
1997 174,030 85,000 22,075 1,000 4,501
Andrew Strachan, (8) 1999 200,000 30,000 9,765 - 31,915
Vice President 1998 200,000 75,000 11,125 - 36,166
1997 200,000 45,500 196,842 1,000 33,673
</TABLE>
================================================================================
(1) Sixty percent of the bonus is paid at the time of the award while the
remaining forty percent is paid in two equal annual installments one
and two years after the date of the grant. Any outstanding balance is
payable upon the death, disability, termination without "cause" of
the employee, or the occurrence of a "change-in-control" of the
Company.
(2) The value indicated is based on the number of shares awarded and the
stock price on the issuance date. The Company provides two kinds of
Restricted Stock Awards. Each award of Type A Restricted Stock ("Type
A Stock") vests in three equal and consecutive annual installments,
commencing on the first anniversary of the date of award. Each award
of Type B Restricted Stock ("Type B Stock") vests approximately one
year from the date of the award. For both kinds of restricted stock,
the restricted shares shall vest immediately upon the death,
disability, termination without "cause" of the employee, or the
occurrence of a "change-in-control" of the Company. If cash dividends
are paid by the Corporation, holders of restricted stock are entitled
to receive such dividends whether or not the shares of restricted
stock have vested.
(3) "All Other Compensation" includes contributions made by the Company
to match pre-tax elective deferral contributions (included under
Salary) made by Messrs. Fabrikant, Blank, Gran and Rose under the
SEACOR Savings Plan, a defined contribution plan established by the
Company effective July 1, 1994 which meets the requirements of
Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). In the case of Ms. Gran, such amount includes $6,000 for the
approximate amount paid under a defined contribution retirement plan
paid by a United Kingdom subsidiary of the Company.
(4) Mr. Fabrikant was granted restricted stock awards of 3,510, 15,000
and 3,000 shares of Type A Stock pursuant to Restricted Stock
Agreements between the Company and Mr. Fabrikant dated February 5,
1998, January 29, 1999 and February 3, 2000, respectively. Mr.
Fabrikant was granted restricted stock awards of 2,193, 2,200 and
2,200 shares of Type B Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Fabrikant dated February 5, 1998, January
29, 1999 and February 3, 2000, respectively. At December 31, 1999,
Mr. Fabrikant held 20,074 shares of restricted stock having a value
of $1,038,830 based upon a closing price of $51.75 per share of
Common Stock on December 31, 1999.
(5) Mr. Blank was granted restricted stock awards of 1,755, 3,000 and
1,000 shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Blank dated February 5, 1998, January 29,
1999 and February 3, 2000, respectively. Mr. Blank was granted
restricted stock awards of 1,425, 1,450 and 1,450 shares of Type B
Stock pursuant to Restricted Stock Agreements between the Company and
Mr. Blank dated February 5, 1998, January 29, 1999 and February 3,
2000, respectively. At December 31, 1999, Mr. Blank held 5,786 shares
9
<PAGE>
of restricted stock having a value of $299,426 based upon a closing
price of $51.75 per share of Common Stock on December 31, 1999.
(6) Ms. Gran joined the Company in 1998. Ms. Gran was granted restricted
stock awards of 3,000, 200 and 300 shares of Type A Stock pursuant to
Restricted Stock Agreements between the Company and Ms. Gran dated
August 18, 1998, January 29, 1999 and February 3, 2000. At December
31, 1999, Ms. Gran held 2,200 shares of restricted stock having a
value of $113,850 based upon a closing price of $51.75 per share of
Common Stock on December 31, 1999.
(7) Mr. Rose was granted restricted stock awards of 423, 500 and 200
shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Rose dated February 5, 1998, January 29,
1999 and February 3, 2000, respectively. Mr. Rose was granted
restricted stock awards of 1,000 and 1,000 shares of Type B Stock
pursuant to Restricted Stock Agreements between the Company and Mr.
Rose dated February 5, 1998 and January 29, 1999, respectively. At
December 31, 1999, Mr. Rose held 5,563 shares of restricted stock
having a value of $287,885 based upon a closing price of $51.75 per
share of Common Stock on December 31, 1999.
(8) Mr. Strachan was granted restricted stock awards of 228, 250 and 210
shares of Type A Stock pursuant to Restricted Stock Agreements
between the Company and Mr. Strachan dated February 5, 1998, January
29, 1999 and February 3, 2000, respectively. At December 31, 1999,
Mr. Strachan held 2,076 shares of restricted stock having a value of
$107,433 based upon a closing price of $51.75 per share of Common
Stock on December 31, 1998. The Company established an arrangement
with Smit pursuant to which the Company was obligated to reimburse
Smit and otherwise make contributions for continued coverage of Mr.
Strachan under Smit's benefit and pension plans during 1998. In
September 1998 the Company initiated certain plans benefiting Mr.
Strachan that were funded in part by a transfer of assets from Smit.
The Company's obligations to reimburse Smit and its obligations to
otherwise make contributions to such plans aggregated approximately
$31,915 during 1999.
Stock Options
On November 22, 1992, the Company's stockholders adopted the 1992
Stock Option Plan, which provides for the grant of non-qualified options to
purchase shares of Common Stock to officers and key employees of the Company.
The 1992 Stock Option Plan is administered by the Stock Option and Executive
Compensation Committee of the Board. Each option granted to an officer or key
employee must be evidenced by an agreement (an "Option Agreement") containing
terms and provisions established by the Committee in accordance with the 1992
Stock Option Plan.
On April 18, 1996 the Company's stockholders adopted the 1996 Share
Incentive Plan, which provides for the grant of stock options, stock
appreciation rights, restricted stock awards, performance awards and stock units
to officers and key employees of the Company. The 1996 Share Incentive Plan is
administered by the Stock Option and Executive Compensation Committee of the
Board. Each share granted to an officer or employee must be evidenced by an
agreement (a "Restricted Stock Agreement") containing terms and provisions
established by the Committee in accordance with the 1996 Share Incentive Plan.
OPTION GRANTS TABLE
On February 3, 2000, the Company granted options with respect to
fiscal 1999 for a total of 59,100 shares of Common Stock under the 1996 Share
Incentive Plan, none of which are exercisable prior to January 31, 2001 and
which expire not later than February 3, 2010. The Option Agreements provide that
the beneficial ownership of the options shall vest in three approximately equal
annual installments, commencing on January 31, 2001. However, 100% beneficial
ownership of the options shall vest immediately upon death, disability,
termination without "cause", as defined therein, or the occurrence of a
"change-in-control" of the Company, as defined therein. During 1999 the Company
granted additional options with respect to 25,000 shares of Common Stock under
the 1996 Share Incentive Plan, under terms similar to those noted above. The
following table sets forth certain information with respect to the options
granted to the Named Executive Officers:
10
<PAGE>
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Individual Grants of Stock Price
------------------------------------------------------------------ Appreciation for
Number of Percent of Total Option Term
Securities Options Granted to Exercise of -----------------------
Underlying Employees in Fiscal Base Price Expiration
Name Options Granted Year ($/Sh) Date 5% ($) 10% ($)
- ---- --------------- ---- ------ ---- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Charles Fabrikant 35,000 41.6 46.50 2/3/10 1,023,526 2,593,816
Randall Blank 5,000 5.9 46.50 2/3/10 146,218 370,545
Alice Gran 1,000 1.2 46.50 2/3/10 29,244 74,109
Milton Rose 500 0.6 46.50 2/3/10 14,622 37,055
</TABLE>
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth certain information with respect to
the value of the options outstanding at year end based on a year-end closing
price of $51.75 per share. Options issued in 2000 in respect of 1999 performance
are not included in this table.
<TABLE>
<CAPTION>
Shares Value Realized Number of Securities Value of Unexercised
Acquired on ($) Underlying Unexercised In-the-Money Options at
Exercise Options at Fiscal Year-End (#) Fiscal Year-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles Fabrikant - - 196,111 / 30,000 6,560,482 / 175,000
Randall Blank - - 37,667 / 11,333 1,294,750 / 72,500
Milton Rose - - 20,334 / 1,666 740,000 / 6,250
Andrew Strachan - - 667 / 333 0 / 0
Alice Gran - - 334 / 1,068 2,505 / 7,910
</TABLE>
Employment Contracts and Other Arrangements
The Company has entered into an employment contracts with Mr. Rose,
dated December 24, 1992 (the "Rose Employment Agreement"). The Company has also
entered into an arrangement with Mr. Strachan that has not been documented in a
formal written employment agreement (the "Strachan Arrangement").
The Rose Employment Agreement provides for an annual salary of
$165,000, subject to adjustment for inflation, and for the grant of an option
for 50,000 shares of Common Stock. The initial term of the Rose Employment
Agreement was two years commencing on January 25, 1993. Since January 25, 1995,
the Rose Employment Agreement has been subject to automatic renewal for one-year
periods unless either party gives 180 days' written notice of termination to the
other party. No such notice has been given to date and, accordingly, the terms
of the Rose Employment Agreement remain in effect, although the Board of
Directors has authorized salary payments exceeding the amounts set forth in the
Rose Employment Agreement. In the event of a change in control of the Company
(as defined in the Rose Employment Agreement), Mr. Rose has the option of a
one-time extension of the Rose Employment Agreement for a three-year period.
In the event Mr. Rose's employment is terminated because (i) he is
discharged by the Company for reasons other than for "Cause" (as defined
therein), (ii) he involuntarily resigns at the request of the Company, for
reasons other than for Cause, or (iii) he resigns following the assignment of
duties which are inconsistent with employment in the capacity of a president of
a subsidiary of the Company, he then is entitled to receive a one-time severance
payment equal to his base salary (excluding bonuses and incentive compensation)
for a period of 12 months after the occurrence of any such event.
In addition, subject to certain limitations, the Rose Employment
Agreement specifies that the Company must continue to provide any then-existing
life and health insurance benefits to which Mr. Rose, through the Rose
Employment Agreement, and his respective dependents are entitled for a period of
one year after the termination of his employment or until he obtains other
11
<PAGE>
employment pursuant to which comparable life and health insurance benefits are
provided.
The Board may reduce any amount payable under the Rose Employment
Agreement if it determines that all or any portion of the amount payable
pursuant thereto may be treated as an "excess parachute payment" as defined in
Section 280G of the Code. Furthermore, the Rose Employment Agreement, by its
terms, is binding upon any person or entity which acquires the Company, whether
by means of merger, consolidation, the purchase of all or substantially all of
the Company's assets, or otherwise.
Pursuant to the Strachan Arrangement, Mr. Strachan will receive a
salary of $200,000 per year, to be reviewed semi-annually, for a period of three
years beginning January 1, 1997. The Strachan Arrangement also provides
participation in Company medical and retirement plans made available to European
nationals employed in EEU locations and for reimbursement of certain housing,
living, automobile lease and other expenses. The Strachan Arrangement is
terminable upon 30 days written notice.
Except as set forth above with respect to Messrs. Rose and Strachan,
the Company has no employment contracts or formal remuneration arrangements with
any of the Named Executive Officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT SERVICES AGREEMENT
Messrs. Fabrikant and Blank serve as Chairman and Chief Executive
Officer, and President and Chief Operating Officer, respectively, of SCF. Since
January 1, 1990, the Company and SCF have been operating under an agreement (the
"Management Services Agreement") with an initial expiration date of January 1,
1993 (subject to automatic renewal for successive one-year periods unless
terminated by either party upon at least 60 days notice) pursuant to which SCF
provides the Company with certain administrative services. Effective January 1,
1993, the Management Services Agreement was amended such that the services
provided by SCF now include the use of SCF offices, equipment and access to SCF
administrative and technical personnel, for which the Company pays SCF a fee of
$171,000 per annum (together with reimbursement for out-of-pocket expenses),
subject to adjustment by the parties. The amendment also extended the stated
expiration date of the Management Services Agreement from January 1, 1993 to
January 1, 1996 with successive one year renewal options as described above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Stamas, Morse and Conway serve as members of the Stock Option
and Executive Compensation Committee. Mr. Conway was President of the Company
from December 1989 to October 1992.
REPORT ON EXECUTIVE COMPENSATION
GENERAL
In January 1993, the Board delegated responsibility for all matters
relating to the determination and award of executive compensation to the Stock
Option and Executive Compensation Committee (the "Committee"). The Committee is
currently comprised of Messrs. Stamas, Morse and Conway. The Committee met
officially on one occasion and, in addition, had several informal meetings,
during 1999 to discuss each option grant, to assess executive compensation
policy, to review and approve compensation to the executive officers of the
Company for the fiscal year ended December 31, 1999 and to discuss the Company's
executive compensation policies and objectives for the forthcoming year.
The Company's compensation program is designed to attract, retain and
motivate highly qualified management personnel, and to engender a sense of
entrepreneurial commitment among its executive officers. The Company's
compensation philosophy is to provide levels of compensation competitive with
comparable companies in the industry, to reward individual initiative and
12
<PAGE>
achievement, and to ensure that the amount and nature of executive compensation
is reasonably commensurate with the Company's financial condition, results of
operations, Common Stock performance, and the executive compensation programs of
the Company's competitors. The Company's executive compensation program consists
of three central components: (1) base salary, (2) discretionary annual bonuses,
and (3) awards of restricted stock and grants of stock options. Factors reviewed
by the Committee in establishing the Company's executive compensation program
included the Company's financial performance, total assets and services
provided, management's business philosophy, industry practices and the Company's
culture and organizational structure. While the foregoing provides the general
intent and guidelines of the Committee in determining the compensation levels
and components for the executive officers, the Committee has final authority to
determine all compensation matters in its sole discretion.
BASE SALARY
The salaries of Messrs. Rose and Strachan were paid in accordance
with the provisions of their respective employment agreements or other
arrangements.
In respect of Messrs. Fabrikant and Blank and Ms. Gran, 1999 base
salary was unchanged from 1998. Ms. Gran joined the Company in 1998. On an
individual basis, their respective salaries are a function of their experience,
breadth of responsibilities, ability to manage a complex administrative and
financial structure, and are consistent with comparable companies in the
industry.
ANNUAL BONUS
The bonus portion of the executive compensation package is directly
related to the individuals' and the Company's performance during the year. Bonus
payments are discretionary in nature and are tied to performance during the year
in which they were earned. The Company believes that, to the extent that the
bonus awards reward the executives in a fair and equitable way, they may also
provide an incentive for their continued efforts and for enhanced future
performance.
Specific performance targets are set at the beginning of the year
based on the Company's annual forecasts, focusing on operating revenue, net
income and cash flow (EBITDA basis) and the achievement of strategic objectives.
However, given the Company's history of growth through mergers, acquisitions,
and asset purchases, along with market conditions for the marine segment, which
are beyond management's control, the Company's actual results can differ greatly
from management's forecasts and the Committee must re-evaluate the targets set
at the beginning of the year. In 1999, revenue, EBITDA and Net Income declined
25%, 46% and 75%, respectively, for the Company's fiscal year ended December 31,
1999, consistent with general trends in the Company's industry. From a strategic
perspective, however, the Company continued to improve the age profile and
quality of its fleet through a program of selective disposition and increased
its financial commitment to the offshore drilling services market and the
maritime communications business.
The foregoing financial and operating growth of the Company was
attributed by the Committee, in large part, to the efforts of the Named
Executive Officers, and therefore was considered when determining such persons'
annual bonuses.
COMMON STOCK AWARDS AND GRANTS
The purpose of restricted stock awards and stock option grants is to
reward outstanding performance by key employees and officers, to provide
additional incentives to executive officers and other key employees to maximize
stockholder value, and to create longer term executive commitment to the
Company. The Committee believes that such grants and awards foster a greater
concern by management with the performance of the Company, both in the short and
long-term, which serves to align the interests of management and the Company's
stockholders. The number of shares awarded or granted reflect a judgment on the
individual's performance to date, as well as on the executive's ability to
influence and enhance the Company's future performance.
13
<PAGE>
Restricted stock awards and stock options granted for 1999 reflect
the Committee's belief that the interests of the Company's stockholders are best
served by ensuring that senior management is dedicated to maximizing shareholder
value. Mr. Fabrikant was expressly recognized for his leadership role in the
Company's development and his ability to continue to influence the direction of
the Company towards maximizing shareholder value.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In 1999, Mr. Fabrikant received total cash compensation (in the form
of salary and bonus) of $750,000 from the Company. Additionally, he was granted
3,000 shares of restricted stock and options on 35,000 shares of stock. These
grants were made on February 3, 2000 and vest over three years. Additionally, on
February 3, 2000, Mr. Fabrikant was granted 2,200 shares of restricted stock
that vest on January 31, 2001. The determination of Mr. Fabrikant's compensation
was based upon the factors described above with respect to all executive
officers and, in addition, upon Mr. Fabrikant's extensive experience, leadership
and reputation within both the offshore marine and environmental services
industries and his leadership role in the Company's strong development. Mr.
Fabrikant played an instrumental role in the strategic direction of each of the
Company's operating segments and the positioning of the Company's assets to take
advantage of long-term growth opportunities.
The foregoing report is respectfully submitted by the Stock Option
and Executive Compensation Committee:
Granville E. Conway, Andrew Morse, Stephen Stamas
PERFORMANCE GRAPH
Set forth in the graph below is a comparison of the total return that
a hypothetical investor would have earned assuming the investment of $100 on
December 31, 1994 in (i) the Common Stock of the Company, (ii) the S&P 500 Index
("S&P 500") and (iii) an index of oil service companies published by Simmons and
Company, Inc. (the "Simmons Index"). In prior years, the Company had included
the NASDAQ Stock Market Index in its performance graph. However, the Company
ceased trading on the NASDAQ National Market on October 22, 1996 and began
trading on the New York Stock Exchange on October 23, 1996, and has since made
the determination that the S&P500 and Simmons Index represent appropriate
performance benchmarks.
<TABLE>
<CAPTION>
Dec-94 Dec-95 Dec-96 Dec-97 Dec-98 Dec-99
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Simmons Index 100 150.78 296.71 434.00 201.39 204.94
SEACOR SMIT Inc. Price 100 140.26 327.27 312.99 256.82 268.83
S&P 500 100 130.93 157.46 206.29 261.31 312.33
</TABLE>
Each of the companies included in the Simmons Index is engaged
primarily in providing support or transportation services to the offshore oil
and gas exploration and development industry. The inclusion of the Simmons Index
in the performance graph reflects the determination by management that the stock
14
<PAGE>
performance of the companies included in the Simmons Index form a more accurate
basis of comparison against which to judge the Company's performance than does a
broader index, such as the S&P 500, which includes a variety of diversified
companies involved in industries entirely unrelated to that of the Company.
The Simmons Index is weighted based on the market capitalization of
each individual company within that index at the beginning of each period. All
dividends paid during each period are assumed to have been reinvested.
Shareholder returns reflected in the performance graph are not necessarily
indicative of future performance.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board recommends that stockholders ratify the appointment of
Arthur Andersen LLP ("Arthur Andersen"), certified public accountants, as
independent auditors to audit the accounts of the Company and its subsidiaries
for the fiscal year ending December 31, 2000. The appointment of Arthur Andersen
was recommended to the Board by its Audit Committee. Arthur Andersen served as
independent auditor for the Company for the fiscal year ended December 31, 1999
and has been engaged by the Company since December 1989.
Representatives of Arthur Andersen will be present at the Meeting.
They will have an opportunity to make a statement if they desire to do so and
will be available to respond to stockholder questions after the conclusion of
the Meeting.
The affirmative vote of a majority of the Common Stock represented in
person or by proxy at the Meeting is required to ratify the appointment of
Arthur Andersen.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN TO SERVE AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
PROPOSAL NO. 3
APPROVAL OF
THE 2000 EMPLOYEE STOCK PURCHASE PLAN
At the meeting, the shareholders will be asked to approve the 2000
Employee Stock Purchase Plan ("Stock Purchase Plan"). The Board recommends
approval of the new Stock Purchase Plan to encourage the accumulation of the
Company's common stock by employees by offering them the opportunity to purchase
such stock at an attractive price. A copy of the Stock Purchase Plan is attached
as Exhibit A hereto.
DESCRIPTION OF THE PLAN
The Stock Purchase Plan, if approved by the shareholders, will permit
the Company to offer its common stock for purchase by eligible employees at a
price equal to 85% of the lesser of (i) the fair market value of the stock on
the first day of the offering period or (ii) the fair market value of the stock
on the last day of the offering period. The Company will make six-month
offerings beginning on January 1 and July 1 of each year. The Company may make
additional offerings each for a period not exceeding 27 months. There will be
200,000 shares of common stock reserved for issuance under the Stock Purchase
Plan during the ten years following its adoption.
Eligible employees may accumulate savings through payroll deductions
over an offering period in order to purchase common stock at the end of such
period. Purchases of common stock under the Stock Purchase Plan may only be made
with accumulated savings from payroll deductions, and an employee cannot
complete such purchases using other resources. The accumulated savings for an
offering will be automatically applied at the end of the offering period to
15
<PAGE>
purchase as many shares of common stock as feasible, and the unused balance
shall be carried over to the next offering.
The rate of an employee's payroll deduction must be established
before the offering, and the Company reserves the right to establish a minimum
and maximum rate applicable to all eligible employees. An employee's payroll
deduction authorization for one offering will apply to successive offerings
unless the employee changes such authorization. An employee may reduce (but not
increase) his or her rate of payroll deductions during an offering or withdraw
from an offering at any time. Upon withdrawal from any offering, the employee's
accumulated savings for such offering shall be returned, without interest, to
the employee.
The Board of Directors of the Company may approve the adoption of the
Stock Purchase Plan by one or more subsidiaries of the Company. All employees
who have been continuously employed by the Company and its participating
subsidiaries for at least six months and who regularly work more than 20 hours a
week and more than five months a year are eligible to participate in the Stock
Purchase Plan. Any individual whose employment with the Company and its
subsidiaries terminates for any reason (other than disability) before the end of
an offering will become ineligible to purchase common stock under the Stock
Purchase Plan. As of April 1, 2000, approximately 1,265 employees of the
Company's subsidiaries would be eligible to participate in the Stock Purchase
Plan.
In no event shall the fair market value of all shares purchased by an
employee under the Stock Purchase Plan exceed $25,000 with respect to any
calendar year. Further, no employee will be permitted to complete the purchase
of common stock under the Stock Purchase Plan if, immediately after such
purchase, the employee would own shares possessing at least five percent of the
total combined voting power of the Company or any of its parent or subsidiary
corporations.
The Stock Purchase Plan is intended to comply with section 423 of the
Internal Revenue Code. The Board of Directors of the Company may amend or
terminate the Stock Purchase Plan at any time; provided, however, that no
increase in the number of shares of the Company's common stock reserved for
issuance under the Stock Purchase Plan may be made without shareholder approval.
FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE PURCHASE PLAN
The federal income tax consequences of an employee's purchases under
the Stock Purchase Plan will vary. The following discussion is only a summary of
the general federal income tax rules applicable to the Stock Purchase Plan.
Employees should consult their own tax advisors since a taxpayer's particular
situation may be such that some variation of the rules described below will
apply.
The Stock Purchase Plan and the right of participants to make
purchases thereunder are intended to qualify under the provisions of Section 421
and 423 of the Code. Under those provisions, no income will be taxable to a
participant at the time of grant of the option or purchase of shares. However, a
participant may become liable for tax upon dispositions of shares acquired under
the Stock Purchase Plan (or if he or she dies holding such shares), and the tax
consequences will depend on how long a participant has held the shares prior to
disposition.
If the shares are disposed of at least one year after the shares were
acquired under the Stock Purchase Plan and at least two years after the first
day of the offering period to which the shares relate, or if the employee dies
while holding the shares, the following tax consequences will apply. The lesser
of (a) the excess of fair market value of the shares at the time of such
disposition over the purchase price of the shares (the "option price") or (b)
the excess of the fair market value of the shares at the time the option was
granted over the option price will be treated as ordinary income to the
participant. Any further gain upon disposition generally will be taxed at
long-term capital gain rates. If the shares are sold and the sales price is less
than the option price, there is no ordinary income and the participant has a
long-term capital loss equal to the difference. No deduction in respect of the
disposition of such shares will be allowed to the Company.
16
<PAGE>
If the shares are sold or disposed of (including by way of gift)
before the expiration of either the two-year or the one-year holding periods
described above, the following tax consequences will apply. The amount by which
the fair market value of the shares on the date the option is exercised (which
is the last business day of the offering period and which is hereafter referred
to as the "termination date") exceeds the option price will be treated as
ordinary income to the participant. This excess will constitute ordinary income
in the year of sale or other disposition even if no gain is realized on the sale
or a gratuitous transfer of the shares is made. The balance of any gain will be
treated as capital gain and will qualify for long-term capital gain treatment if
the shares have been held for more than one year following the exercise of the
option. Even if the shares are sold for less than their fair market value on the
termination date, the same amount of ordinary income is attributed to a
participant and a capital loss is allowed equal to the difference between the
sales price and the value of such shares on such termination date. The Company,
in the event of an early disposition, will be allowed a deduction for federal
income tax purposes equal to the ordinary income realized by the federal income
tax purposes equal to the ordinary income realized by the disposing employee.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL
OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL NO. 4
APPROVAL OF THE 2000 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
The Company desires to attract and retain the services of outstanding
non-employee directors by affording them an opportunity to acquire a proprietary
interest in the Company through automatic, non-discretionary awards of options
to purchase shares of Common Stock ("Options"), and thus to create in such
directors an increased interest in and a greater concern for the welfare of the
Company and its subsidiaries. As a result, on March 2, 2000, the Board of
Directors adopted the 2000 Stock Option Plan for Non-Employee Directors (the
"Non Employee Director Plan"), subject to the approval of holders of a majority
of the outstanding Common Stock represented at the Meeting. The following
summary of the Non-Employee Director Plan is qualified in its entirety by
reference to the complete text of the Non-Employee Director Plan, which is
attached to this Proxy Statement as Appendix B and is incorporated herein by
reference.
Under the Non-Employee Director Plan, each member of the Board of
Directors who is not an employee of the Company or any subsidiary (a
"Non-Employee Director") will be granted an option to purchase 2,000 shares of
Common Stock on the date of the Meeting and upon the date of each subsequent
annual meeting of stockholders of the Company through and including the 2004
Annual Meeting of Stockholders. The exercise price of Options granted under the
Non-Employee Director Plan will be equal to 100% of the fair market value per
share of the Common Stock on the date the Options are granted. A total of
100,000 shares of Common Stock will be reserved for issuance under the
Non-Employee Director Plan. The Non-Employee Director Plan will be administered
by the Board of Directors or a committee of the Board designated for this
purpose.
Options granted under the Non-Employee Director Plan will be
exercisable at any time following the earlier of the first anniversary of, or
the first annual meeting of the Company's stockholders after, the date of grant,
for a period of up to ten years from the date of grant. Subject to the
accelerated vesting of Options upon a Non-Employee Director's death or
disability, if a Non-Employee Director's service as a director of the Company is
terminated, his or her Options will terminate with respect to the shares of
Common Stock as to which such Options are not then exercisable. Any portion of a
Non-Employee Director's Options which are vested but has not been exercised may,
subject to certain exceptions, be exercised within three months after the date
of termination of service as a director in the case of termination by reason of
voluntary retirement or failure of the Company to nominate such director for
re-election, or failure of such director to be re-elected by stockholders, after
nomination by the Company; or within one year in the case of termination of
service as a director by reason of death or disability. In the event of a
"Change in Control of the Company," the vesting of all outstanding options under
the Non-Employee Director Plan will be accelerated.
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If any change is made to the Common Stock subject to the Non-Employee
Director Plan (through merger, consolidation, recapitalization, stock split,
exchange of shares or other like change in the capital structure of the
Company), the Board is authorized to make appropriate adjustments to the
securities, cash and/or property with respect to which the Options are
exercisable. The Company intends to file a registration statement on Form S-8 to
register the shares of Common Stock to be issued under the Non-Employee Director
Plan.
All options are non-transferable except by will or the laws of
descent and distribution. The shares issued upon the exercise of the Options are
not subject to any transfer restriction except those mandated by applicable
federal and state securities laws.
The Board may from time to time suspend, terminate or amend the
Non-Employee Director Plan, provided that no suspension, termination or
amendment of the Non-Employee Director Plan may alter or impair any Option
previously granted under the Non-Employee Director Plan except upon the consent
of the persons to whom the Option was granted. Unless terminated earlier by the
Board, the Non-Employee Director Plan shall continue until the close of business
on the date of the Company's 2004 Annual Meeting of Stockholders.
CERTAIN TAX MATTERS
The following is a summary, and does not purport to be a complete
description, of certain federal income tax aspects of the Non-Employee Director
Plan. No information is given with respect to any state, local, or foreign taxes
which may be applicable.
Under the Non-Employee Director Plan, a participant will not
recognize taxable income, and the Company will not be entitled to a deduction,
upon the grant of an Option. Upon exercise of such Option, the participant will
recognize ordinary income in an amount equal to the amount by which the fair
market value of each share of Common Stock on the date of exercise exceeds the
Option exercise price. The amount so recognized as income will be deductible by
the Company. Upon any subsequent sale of shares by a participant, the
participant's basis in the shares purchased for determining gain or loss will be
their fair market value on the date of exercise, if such shares were acquired
for cash. If the exercise of the option is made by delivery of shares of Common
Stock in payment of the option price, the shares delivered are deemed to be
exchanged in a tax-free transaction for the equivalent number of new shares of
Common Stock. Such equivalent number of new shares has the same basis and
holding period as the shares exchanged. The number of shares received in excess
of the number of shares delivered will be included in the participant's income
at the fair market value thereof. Any gain or loss recognized upon the sale or
other disposition of such shares will be capital gain or loss, either long-term
or short-term depending upon the holding period of such shares (which begins on
the date the participant recognizes income with respect to such shares).
The foregoing is not be considered as tax advice to any persons who
may be participants in the Non-Employee Director Plan and any such persons are
advised to consult their own tax counsel.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL
OF THE 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
OTHER MATTERS
LIMITATION ON STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF
STOCKHOLDERS; REMOVAL OF DIRECTORS; VACANCIES
The Restated Certificate of Incorporation provides that no action may
be taken by stockholders except at an annual or special meeting of stockholders
or by the affirmative written consent of the holders of not less than 66 2/3%
(or such greater percentage as may then be required by applicable law) in voting
power of the outstanding shares of Common Stock entitled to vote thereon. The
By-laws provide that, to be properly brought before an annual meeting, business
must be (i) specified in the notice of meeting and (ii) brought before the
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meeting by or at the direction of the Board, or be brought before the meeting by
a stockholder upon timely written notice in proper form given to the Secretary
of the Company. In order to be considered timely, such stockholder notice must
be received by the Secretary of the Company not less than 90 days prior to the
anniversary of the date of the annual meeting of stockholders held in the
previous year, subject to certain exceptions. The By-laws further provide that,
unless otherwise prescribed by law, special meetings of stockholders can only be
called by the Chairman of the Board, the President or pursuant to a resolution
approved by a majority of the Board, and, in any such case, only to consider
such business as shall be provided in such resolution or in the notice delivered
to stockholders respecting the special meeting.
THE BY-LAWS ALSO PROVIDE THAT DIRECTORS OF THE COMPANY CAN BE REMOVED
FROM OFFICE (PRIOR TO THE EXPIRATION OF THEIR TERM) 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, AND THAT VACANCIES ON THE BOARD
CAN BE FILLED ONLY BY THE REMAINING DIRECTORS THEN IN OFFICE.
STOCKHOLDER NOMINATION OF DIRECTORS
The By-laws establish an advance notice procedure with regard to the
nomination (other than by or at the direction of the Board or a committee
thereof) of candidates for election as directors (the "Nomination Procedure").
Only persons who are nominated by the Board, a committee appointed by the Board,
or by a stockholder who has given timely prior written notice to the Secretary
of the Company prior to the meeting at which directors are to be elected, are
eligible for election as directors of the Company. In order to be timely, such
written notice must be received by the Secretary of the Company not less than 90
days prior to the anniversary of the date of the immediately preceding annual
meeting (subject to certain exceptions), and the notice must contain (i) the
name and address of the stockholder who intends to make the nomination and the
name and address of the person or persons to be nominated, (ii) a representation
that the stockholder is a holder of record of Common Stock 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, (iii) a description of
all contracts, arrangements or other 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, (iv) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy or information
statement filed pursuant to the Exchange Act, and (v) 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 foregoing nomination of any
person not made in compliance with the Nomination Procedure.
Although the By-laws do not empower the Board with the right to
approve or disapprove of stockholder nominations for the election of directors
or any other business properly brought by the Company's stockholders at any
annual or special meeting, the foregoing Nomination Procedure may nevertheless
have the effect of (i) precluding a nomination for the election of directors or
precluding the transaction of business at a particular meeting if the proper
procedures are not followed, or (ii) deterring a third party from conducting a
solicitation of proxies or contest to elect his or its own slate of director
nominees or otherwise attempting to obtain control of the Company.
RESTRICTIONS ON FOREIGN OWNERSHIP OF COMMON STOCK AND RELATED MATTERS
The Company is subject to a variety of U.S. federal statutes and
regulations, including the Shipping Act, 1916, as amended (the "Shipping Act"),
and the Merchant Marine Act of 1920, as amended (the "1920 Act," and
collectively with the Shipping Act, the "Acts"), which govern, among other
things, the ownership and operation of vessels used to carry cargo between U.S.
ports.
Generally, the Acts require that vessels engaged in U.S. coastwise
trade must be owned by citizens of the U.S. In order for a corporation operating
in U.S. coastwise trade to qualify as a U.S. citizen, at least 75% of the
outstanding capital stock of the corporation must be owned by persons or
organizations that are U.S. citizens, as defined in the Shipping Act.
Accordingly, if persons or organizations that are not U.S. citizens as so
defined ("Foreigners") were to own more than 25% of the Common Stock, the
Company would not (until such Foreign ownership was reduced to or below 25%) be
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permitted to continue its U.S. coastwise trade operations. To help facilitate
compliance with the Acts, the Restated Certificate of Incorporation requires the
Company to institute and to implement through the transfer agent for the Common
Stock a dual stock certificate system, pursuant to which certificates evidencing
shares of Common Stock bear legends which, among other things, designate such
certificates as either "foreign" or "domestic," depending on the citizenship of
the owner. The Restated Certificate of Incorporation also establishes procedures
designed to enable the Company to monitor and limit foreign ownership of the
Common Stock, and authorizes the Board under certain circumstances to redeem
shares of stock owned by Foreigners. Moreover, the By-laws provide that the
Chairman of the Board and Chief Executive Officer, and the President must each
be U.S. citizens, and restrict any officer who is not a U.S. citizen from acting
in the absence or disability of such person. The By-laws further provide that
the number of Foreign directors shall not exceed a minority of the number
necessary to constitute a quorum for the transaction of business.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1999 accompanies this Proxy Statement and should be read
in conjunction herewith.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals to be presented at the 2001 Annual Meeting must
be received by the Company on or before December 6, 2000 for inclusion in the
proxy statement and proxy card relating to that meeting. In accordance with
Article I, Section 1 of the Amended and Restated By-laws of the Company, in
order to be properly brought before the next annual meeting by a stockholder,
such stockholder must deliver to the Company timely notice thereof. 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); if, however, 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 by the Company 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 publicly disclosed.
For the Board of Directors
/s/ Randall Blank
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
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EXHIBIT A
SEACOR SMIT INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
EFFECTIVE JULY 1, 2000
<PAGE>
SEACOR SMIT INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I PURPOSE AND DEFINITIONS
1.01 Purpose. The Seacor Smit Inc. 2000 Employee Stock Purchase Plan, as amended
from time to time ("Plan"), provides a convenient method of acquiring shares of
stock of Seacor Smit Inc. ("Company"), if you are eligible to participate. The
Plan is intended to qualify as an employee stock purchase plan under section 423
of the Internal Revenue Code of 1986, as amended ("Code") , but is not intended
to be subject to section 401(a) of the Code or the Employee Retirement Income
Security Act of 1974.
1.02 Definitions. A term defined in the Plan shall have the meaning ascribed to
it wherever it is used herein unless the context indicates otherwise.
ARTICLE II PARTICIPATION
2.01 Adoption by Subsidiaries. The Company's Board of Directors may authorize
the adoption of the Plan by one or more subsidiary corporations of the Company
("Participating Subsidiaries").
2.02 Eligibility to Participate. You are eligible to participate in an Offering
under the Plan if, as of the first day of such Offering, you are regularly
scheduled to work more than twenty hours a week (as determined by reference to
the Company's employment records) and more than five months a year for the
Company and its Participating Subsidiaries, and you have completed at least six
months of employment with the Company and its Participating Subsidiaries.
2.03 Participation Agreement. Participation in the Plan is voluntary with
respect to each Offering. To participate in an Offering, you must be eligible
and must complete a written enrollment form provided by the Company
("Participation Agreement") authorizing payroll deductions from your paycheck.
Your Participation Agreement will remain in effect through each consecutive
Offering unless you choose to revise or revoke it, or you become ineligible to
participate in the Plan.
2.04 Termination of Your Participation. You may withdraw at any time from any
Offering by written notice to the Committee in such form as it may require. Your
participation will also end upon your termination of employment with the Company
and its parent and subsidiary corporations or when you become ineligible to
participate (including by reason of the Company or any Participating Subsidiary
terminating its participation in the Plan).
2.05 Designation of Beneficiary. You shall, by written notice to the Committee,
designate a person or persons to receive the value of your Account in the event
of your death. You may, by written notice to the Committee during employment,
alter or revoke such designation, subject always to any applicable law governing
the designation of beneficiaries. Such written notice shall be in such form and
shall be executed in such manner as the Committee may determine. If upon your
death you have not designated a beneficiary under the Plan or such beneficiary
does not survive you, the value of your Account shall be paid to your estate.
ARTICLE III CONTRIBUTIONS
3.01 Payroll Deductions. You may accumulate savings to purchase Shares in an
Offering by authorizing payroll deductions pursuant to a Participation
Agreement, subject to such minimum and maximum limits (expressed in dollars or
as a percentage of wages) as the Committee may impose. Such savings shall be
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credited to your Account with respect to the Offering to which they relate.
Payroll deductions for an Offering shall commence with the first paycheck you
receive during such Offering and shall end with the last paycheck you receive
during such Offering. Paychecks will be treated as having been received when
they are sent out or otherwise distributed.
3.02 Change in Rate of Contributions. You may reduce (but not increase) your
rate of payroll deduction during an Offering by written notice to the Committee
in such form and manner as it requires. Such reduction shall be effective as of
the first pay period thereafter by which the Company is able to process the
change.
3.03 Possession of Contributions. All payroll deductions made pursuant to the
Plan shall be held for your benefit and on your behalf by the Company or any
custodian selected by the Committee. Such payroll deductions shall constitute
your property notwithstanding that they may be commingled with the general
assets of the Company or such custodian.
ARTICLE IV OPTIONS TO ACQUIRE SHARES
4.01 Maximum Number of Shares. The number of shares of common stock of the
Company ("Shares") available for issuance under the Plan shall be 200,000 Shares
with respect to the ten years following the adoption of the Plan. Any Shares
that are not actually purchased under the Plan for any reason shall remain
available for purchase hereunder.
4.02 Offerings. The Company will offer Shares for purchase under the Plan
("Offering") for six-month periods beginning on January 1 and July 1 of each
calendar year, commencing on July 1, 2000. The Company may make additional
Offerings for different periods, provided that no Offering shall extend for more
than 27 months.
4.03 Options. Each Offering shall constitute an option to purchase whole Shares
at a price per Share equal to 85% of the lesser of (i) the fair market value of
a Share on the first day of such Offering or (ii) the fair market value of a
Share on the last day of such Offering. The fair market value of a Share on any
date shall be its closing price reported by the principal stock exchange on
which Shares are traded for such date or for the next earliest date on which
Shares were traded.
4.04 Individual Limit on Options. No Participant shall be granted or otherwise
permitted to have one or more options to purchase during any calendar year
shares of stock of the Company or any of its parent or subsidiary corporations
under the Plan or other plans qualifying under Section 423 of the Code having a
fair market value (as of the applicable date of grant) of more than $25,000 in
the aggregate for all such options.
4.05 Purchase of Shares. Unless you have withdrawn or become ineligible prior to
the end of an Offering, your accumulated savings shall be automatically applied
on the last day of the Offering to purchase whole Shares to the extent feasible
in accordance with the Offering. Such purchase shall be treated as the exercise
of an option represented by the Offering. Any amount remaining in your Account
after such purchase shall be applied to the next Offering. You are not entitled
or permitted to make cash payments in lieu of payroll deductions to acquire
Shares in an Offering. In no event shall any Shares be purchased pursuant to an
Offering more than 27 months after the commencement of the Offering.
4.06 Source of Shares. Shares may be purchased directly from the Company or by
the Broker pursuant to directions from the Committee. If the Broker acquires
Shares pursuant to an open market transaction, such purchase shall be made at
the market price prevailing on the applicable exchange.
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4.07 Restriction on 5% Owners. No employee shall be permitted to purchase Shares
under the Plan if, immediately after such purchase, such employee would possess
stock having 5% or more of the total combined voting power of all classes of
stock of the Company or any of its parent or subsidiary corporations, determined
by applying the stock ownership rules of section 424(d) of the Code.
4.08 Prohibition Against Assignment. Your right to purchase Shares under the
Plan are exercisable only by you and may not be sold, pledged, assigned,
surrendered or transferred in any manner other than by will or the laws of
descent and distribution. Any attempt to sell, pledge, assign, surrender or
transfer such rights shall be void and shall automatically cause any purchase
rights held by you to be terminated. In such event, the Committee may refund in
cash, without interest, all contributions credited to your Account
ARTICLE V ACCOUNTS
5.01 Establishment of Accounts. The Committee shall cause to be maintained a
separate account for each participant ("Account") to record the amount of
payroll deductions with respect to each Offering, and the purchase price for and
the number of Shares, credited to such participant. No interest or other
earnings shall be credited to any contributions under the Plan.
5.02 Custody of Shares. The Committee shall select a broker ("Broker") which
shall hold and act as custodian of Shares purchased pursuant to the Plan. Absent
instructions to the contrary from a Participant, certificates for Shares
purchased will not be issued by the Broker to a participant.
5.03 Voting of Shares. You shall direct the Broker as to how to vote the full
Shares credited to your Account.
ARTICLE VI DISBURSEMENTS FROM ACCOUNT
6.01 Withdrawal of Contributions. Upon your withdrawal from any Offering, all or
any designated portion of the contributions credited to your Account with
respect to such Offering shall be disbursed, without interest, to you.
6.02 Withdrawal of Shares. You may at any time withdraw all or any number of
whole Shares credited to your Account under the Plan by directing the Broker to
cause your Shares to be (i) issued as certificates in your name, (ii)
transferred to another brokerage account of yours or (iii) sold and the net
proceeds (less applicable commissions and other charges) distributed in cash to
you.
6.03 Distribution Upon Termination. Upon termination of your participation in
the Plan as a whole prior to the expiration of all Offerings thereunder, all
contributions and Shares credited to your Account shall be disbursed to and as
directed by you in accordance with the Plan. All contributions credited to your
Account that have not been applied to the purchase of Shares shall be returned
to you without interest, unless such termination coincides with the expiration
of an Offering and Shares are purchased accordingly. Shares credited to your
Account shall, in accordance with instructions to the Broker from you and at
your expense, be distributed in the same manner as permitted upon any
withdrawal.
6.04 Failure to Provide Directions. If within ninety (90) days after you have
withdrawn from the Plan you have not notified the Broker of your instructions as
set forth herein, the Committee shall direct the Broker to issue Shares in your
name and deliver the same to you at your last known address.
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6.05 Sale of Shares. If you elect to receive the proceeds from the sale of your
Shares, the amount payable shall be determined by the Broker based upon the
proceeds of the sale of your Shares at the market price prevailing on the New
York Stock Exchange, less any applicable commissions, fees and charges. The
Broker, acting on your behalf, shall take such action as soon as practicable,
but in no event later than five (5) business days after receipt of notification
from you. The Company assumes no responsibility in connection with such
transactions, and all commissions, fees or other charges arising in connection
therewith shall be borne directly by you. The amount thus determined shall be
paid in a lump sum to you.
ARTICLE VII ADMINISTRATION AND EXPENSES
7.01 The Plan shall be administered by a Committee, which shall consist of such
members as determined by the Company ("Company"). The Committee shall interpret
and apply the provisions of the Plan in its good faith discretion, and the
Committee's decision is final and binding. The Committee may establish rules for
the administration of the Plan.
7.02 Expenses for Purchase of Shares. The Company shall pay brokerage
commissions, fees and other charges, if any, incurred for purchases of Shares
with payroll deductions made under the Plan.
7.03 Expenses to Sell or Transfer Shares. All brokerage commissions, fees or
other charges in connection with any sale or other transfer of your Shares shall
be paid by you. In addition, any charges by the Broker in connection with your
request to have certificates representing Shares registered in your name shall
be paid by you.
7.04 Post-Termination Expenses. Upon your termination of employment or your
withdrawal from the Plan for any other reason, all commissions, fees and other
charges thereafter relating to your Account will be your responsibility.
ARTICLE VIII MERGERS AND OTHER SHARE ADJUSTMENTS
8.01 Mergers or Other Consolidations. In the event that the Company is a party
to a merger or consolidation, outstanding options under the Plan shall be
subject to the agreement of merger or consolidation. Such agreement, without the
consent of any Participant, may provide for:
(a) the continuation of such outstanding options by the
Company (if the Company is the surviving corporation);
(b) the assumption of the Plan and such outstanding options by
the surviving corporation or its parent;
(c) the substitution by the surviving corporation or its
parent of options with substantially the same terms for
such outstanding options, including the substitution of
shares of common stock of the surviving corporation with
such appropriate adjustments so as not to enlarge or
diminish the rights of Participants; or
(d) the cancellation of such outstanding Options without
payment of any consideration other than the return of
contributions credited to Participants' Accounts, without
interest.
8.02 Adjustments to Shares or Options. In the event of a subdivision of the
outstanding common stock, a declaration of a dividend payable in Shares, a
declaration of an extraordinary dividend payable in a form other than Shares in
an amount that has a material effect on the fair market value of the Shares, a
combination or consolidation of the outstanding Shares into a lesser number of
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Shares, a recapitalization, a spin-off, a reclassification or a similar
occurrence, the Board of Directors shall make appropriate adjustments so as not
to enlarge or diminish the rights of Participants, in one or more of (i) the
number of Shares available for purchase under the Plan, (ii) the number of
Shares subject to purchase under outstanding options or (iii) the purchase price
per Share under each outstanding option.
ARTICLE IX AMENDMENT AND TERMINATION
9.01 The Board of Directors of the Company may at any time terminate or amend
the Plan in any respect, including, but not limited to, terminating the Plan
prior to the end of an Offering Period or reducing the term of an Offering
Period; provided, however, that the number of Shares subject to purchase under
the Plan shall not be increased without approval of the Company's shareholders.
9.02 The Plan and all rights of Participants to purchase any Shares hereunder
shall terminate at the earlier of the conclusion of the last Offering Period
authorized herein, or as otherwise determined by and at the discretion of the
Company.
9.03 Upon termination of the Plan at the end of an Offering Period, Shares shall
be issued to Participants, and cash, if any, remaining in the Accounts of the
Participants, shall be refunded to them, as if the Plan were terminated at the
end of an Offering Period. Upon termination of the Plan prior to the end of an
Offering Period, all amounts not previously applied to the purchase of Shares
shall be distributed to you.
9.04 No amendments to the Plan which affects the responsibilities or duties of
the Broker shall be effective without the agreement and approval of the Broker.
ARTICLE X MISCELLANEOUS
10.01 Joint Ownership. Shares may be registered in the name of the Participant,
or, if he or she so designates, in his or her name jointly with his or her
spouse, with a right of survivorship.
10.02 No Employment Rights. The Plan shall not be deemed to constitute a
contract of employment between the Company and you, nor shall it interfere with
the right of the Company to terminate you and treat you without regard to the
effect which such treatment might have upon you under the Plan.
10.03 Tax Withholding. The Company shall withhold from amounts to be paid to you
as wages, any applicable Federal, state or local withholding or other taxes
which it is from time to time required by law to withhold.
10.04 Compliance with Laws. The Company may direct the Broker to delay the
issuance of any certificate in the name of any person or the delivery of Shares
to any person if it determines that listing, registration or qualification of
such Shares upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of Shares under the Plan, until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Company.
10.05 Governing Law. The Plan shall be governed by, and construed in accordance
with, the laws of the State of New York and without regard to the conflict of
laws principles of such state.
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EXHIBIT B
SEACOR SMIT INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
<PAGE>
SEACOR SMIT INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I PURPOSES
1.01. Retention. SEACOR SMIT Inc. (the "Company") desires to attract and retain
the services of outstanding non-employee directors by affording them an
opportunity to acquire a proprietary interest in the Company through automatic,
non-discretionary awards of options ("Options") exercisable to purchase shares
of Common Stock (as defined below), and thus to create in such directors an
increased interest in and a greater concern for the welfare of the Company and
its subsidiaries.
1.02. Not in Lieu of Compensation. The Options offered pursuant to this SEACOR
SMIT Inc. Stock Option Plan for Non-Employee Directors (the "Plan") are a matter
of separate inducement and are not in lieu of any other compensation for the
services of any director.
1.03. Not Incentive Stock Options. The Options granted under the Plan are
intended to be options that do not meet the requirements for incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
1.04. Certain Definitions. As used in the Plan, the term "parent corporation"
and "subsidiary corporation" shall mean a corporation coming within the
definition of such terms contained in Sections 424(e) and 424(f) of the Code,
respectively.
ARTICLE II AMOUNT OF STOCK SUBJECT TO THE PLAN
2.01. Common Stock Options. Options granted under the Plan shall be exercisable
for shares of the Company's common stock, par value $.01 per share ("Common
Stock").
2.02. Authorized Shares. The total number of shares of Common Stock authorized
for issuance under the Plan upon the exercise of Options (the "Shares"), shall
not exceed, in the aggregate, 100,000 of the currently authorized shares of
Common Stock of the Company, such number to be subject to adjustment in
accordance with Section 13.01 of the Plan.
2.03. Shares Acquired Under Plan. Shares that may be acquired under the Plan may
be either authorized but unissued Shares, Shares of issued stock held in the
Company's treasury, or both. If and to the extent that Options granted under the
Plan expire or terminate without having been exercised, the Shares covered by
such expired or terminated Options may again be subject to a later-granted
Option under the Plan.
ARTICLE III EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective at 5:00 p.m., New York City time, on
the date of the Company's 2000 Annual Meeting of Stockholders (the "Effective
Date"), which meeting is currently scheduled for May 23, 2000, if the Plan is
approved by a vote of the stockholders of the Company at such annual meeting. If
the Plan is not so approved, the Plan shall be of no force or effect. If so
approved, the Plan shall terminate at the close of business on the date of the
Company's 2004 Annual Meeting of Stockholders (the "Termination Date"), unless
sooner terminated in accordance with its terms.
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ARTICLE IV ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company (the "Board of Directors"), which may designate from among its members a
committee to exercise all power and authority of the Board of Directors at any
time and from time to time to administer the Plan. References herein to the
Board of Directors shall be deemed to include references to any such committee,
except as the context otherwise requires. Subject to the express provisions of
the Plan, the Board of Directors shall have authority to construe the Plan and
the Options granted hereunder, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other ministerial
determinations necessary or advisable for administering the Plan. However, the
timing of grants of Options under the Plan and the determination of the amounts
and prices of such Options shall be effected automatically in accordance with
the terms and provisions of the Plan without further action by the Board of
Directors. The determination of the Board of Directors on matters referred to in
this Article IV shall be conclusive.
ARTICLE V ELIGIBILITY
Each member of the Board of Directors who is not an employee of the
Company or any subsidiary corporation or parent corporation of the Company shall
be eligible to be granted Options under the Plan ("Eligible Directors"). The
Plan does not create a right in any person to participate in, or be granted
Options under, the Plan.
ARTICLE VI OPTION GRANTS; VESTING
6.01. Option Grants. On the Effective Date, each Eligible Director then in
office shall automatically be granted an Option to purchase 2,000 Shares
(subject to adjustment as provided in Article XIII). Thereafter, effective on
the date of each subsequent annual meeting of stockholders of the Company
through and including the Company's 2004 Annual Meeting of Stockholders, each
Eligible Director in office immediately following each such annual meeting shall
automatically be granted an Option to purchase 2,000 Shares (subject to
adjustment as provided in Section 13.01). Each Option granted to an Eligible
Director pursuant to the Plan shall be evidenced by a written agreement between
the Company and such Eligible Director. Any Eligible Director entitled to
receive an Option grant pursuant to the Plan may elect to decline the Option.
6.02. Vesting. Subject to Articles VIII, IX and X hereof, Options granted
pursuant to Section 6.01 will be exercisable for all Shares subject thereto at
any time following the earlier to occur of (a) the first anniversary of the date
of grant and (b) the date of the first annual meeting of the Company's
stockholders that occurs after the date of grant. Notwithstanding the foregoing,
the vesting of Options granted pursuant to Section 6.01 shall automatically
accelerate and the Options shall be exercisable in full upon (i) the Eligible
Director's death, (ii) the Eligible Director's termination of service as a
director as a result of disability (as described in Section 22(c)(3) of the
Code) or (iii) the occurrence of a Change in Control (as hereinafter defined).
The determination of the Board of Directors that any of the foregoing conditions
has been met shall be binding and conclusive on all parties.
ARTICLE VII OPTION PRICE AND PAYMENT
7.01. Option Price. The price for each Share purchasable upon exercise of any
Option granted hereunder shall be an amount equal to the fair market value per
Share on the date of grant. For purposes of the Plan, fair market value per
Share shall be the closing price for Common Stock on the date of determination
(or on the last preceding trading date if Common Stock was not traded on such
date) if the Common Stock is readily tradable on a national securities exchange
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or other market system, and if the Common Stock is not readily tradable, fair
market value per Share shall be determined in good faith by the Board of
Directors.
7.02. Payment. Upon the exercise of an Option granted hereunder, the Company
shall cause the purchased Shares to be issued when it shall have received the
full purchase price for the Shares in cash. In lieu of cash, the holder of an
Option may, to the extent permitted by applicable law, exercise an Option in
whole or in part, by delivering to the Company shares of Common Stock (in proper
form for transfer and accompanied by all requisite stock transfer tax stamps or
cash in lieu thereof) owned by such holder having a fair market value equal to
the cash exercise price applicable to that portion of the Option being exercised
by the delivery of such shares. In lieu of the actual delivery to the Company of
such shares of Common Stock, the holder of an Option may exercise an Option by
providing the Company with a notarized statement attesting to the number of
shares of Common Stock owned which are intended to be exchanged and, if the
stock certificates representing such shares are held by the option holder, with
such certificate numbers, and upon receipt of such notarized statement and upon
verification of the existence of such shares, the Company shall cause to be
issued to the option holder only the number of incremental Shares to which the
option holder is entitled upon exercise of the Option. The fair market value per
Share of shares so delivered by the option holder to the Company shall be
determined as of the date immediately preceding the date on which the Option is
exercised in accordance with Section 7.01, or as may be required in order to
comply with or to conform to the requirements of any applicable laws or
regulations. The Board of Directors may prescribe any other method of paying the
exercise price that it determines to be consistent with applicable law and the
purposes of the Plan.
ARTICLE VIII TERMS OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
8.01. Expiration. To the extent that an Option is not exercised within the
period of exercisability specified therein, it shall expire as to the then
unexercised part.
8.02. Quantity of Shares. In no event shall an Option granted hereunder be
exercised for a fraction of a Share or for less than one hundred Shares (unless
the number purchased is the total balance for which the Option is then
exercisable).
8.03. No Rights as Shareholder. A person entitled to receive Shares upon the
exercise of an Option shall not have the rights of a shareholder with respect to
such Shares until the date of issuance of a stock certificate to him or her for
such Shares; provided, however, that until such stock certificate is issued, any
holder of an Option using previously acquired shares of Common Stock in payment
of an option exercise price shall continue to have the rights of a shareholder
with respect to such previously acquired shares of Common Stock.
ARTICLE IX OPTION PERIOD AND EXERCISE OF OPTIONS
9.01. Exercisability. Any Option granted to an Eligible Director shall be
exercisable for a period beginning on the date of grant and ending ten (10)
years from the date of grant of such Option, except to the extent such exercise
is further limited or restricted pursuant to the provisions hereof.
9.02. Method of Exercise. Subject to the express provisions of the Plan, Options
granted under the Plan shall be exercised by the optionee as to all or part of
the Shares covered thereby by the giving of written notice of the exercise
thereof to the Corporate Secretary of the Company at the principal business
office of the Company, specifying the number of Shares to be purchased, the
proposed form of payment and specifying a business day not more than ten (10)
days from the date such notice is given for the payment of the purchase price
against delivery of the Shares being purchased. Subject to the terms of Articles
XV, XVI and XVII hereof, the Company shall cause certificates for the Shares so
purchased to be delivered at the principal business office of the Company,
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against payment of the full purchase price, on the date specified in the notice
of exercise.
ARTICLE X TERMINATION OF DIRECTORSHIP
10.01. Options Terminate. If an Eligible Director's service as a director of the
Company is terminated, any Option previously granted to such Eligible Director
shall, to the extent not theretofore exercised, terminate and become null and
void; provided, however, that:
(a) if an Eligible Director holding an outstanding Option dies
(including during either the three (3) month or one (1)
year period, whichever is applicable, specified in clause
(b) immediately below), such Option shall, to the extent
not theretofore exercised, remain exercisable for one (1)
year after such Eligible Director's death, by such
Eligible Director's legatee, distributee, guardian or
legal or personal representative; and
(b) if the service of an Eligible Director holding an
outstanding Option is terminated by reason of (i) such
Eligible Director's disability (as described in Section
22(e)(3) of the Code), (ii) voluntary retirement from
service as a director of the Company, (iii) failure of the
Company to nominate for re-election such Eligible Director
who is otherwise eligible, except if such failure to
nominate for re-election is due to any act of (A) fraud or
intentional misrepresentation or (B) embezzlement,
misappropriation or conversion of assets or opportunities
of the Company or any subsidiary corporation or parent
corporation of the Company (in which case, such Option
shall terminate and no longer be exercisable), or (iv) the
failure of such Eligible Director to be re-elected by
stockholders following nomination by the Company, such
Option shall, to the extent not previously exercised,
remain exercisable at any time up to and including (X)
three (3) months after the date of such termination of
service in the case of termination by reason of voluntary
retirement, failure of the Company to nominate for
re-election such Eligible Director who is otherwise
eligible (subject to the above exceptions thereto stated
in this clause (b)), or failure of such Eligible Director
to be re-elected by stockholders following nomination by
the Company, and (Y) one (1) year after the date of
termination of service in the case of termination by
reason of disability.
10.02. Exercise by Legal Representative. If an Option granted hereunder shall be
exercised by the legal representative of a deceased Eligible Director or former
Eligible Director, or by a person who acquired an Option granted hereunder by
bequest or inheritance or by reason of the death of any Eligible Director or
former Eligible Director, written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.
10.03. No Exercise After Expiration. Notwithstanding anything to the contrary
contained in this Article X, in no event shall any person be entitled to
exercise any Option after the expiration of the period of exercisability of such
Option, as specified therein.
ARTICLE XI USE OF PROCEEDS
The cash proceeds of the sale of Shares subject to the Options
granted hereunder are to be added to the general funds of the Company and used
for its general corporate purposes as the Board of Directors shall determine.
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ARTICLE XII NON-TRANSFERABILITY OF OPTIONS
An Option granted hereunder shall not be transferable, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution. Except to the extent provided above, Options also may not be
assigned, transferred, pledged, hypothecated or disposed of in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process.
ARTICLE XIII ADJUSTMENT OF SHARES; CHANGE IN CONTROL
13.01. Shares Subject to Options. Notwithstanding any other provision contained
herein, in the event of any change in the Shares subject to the Plan or to any
Option granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or other like change in the capital
structure of the Company), an adjustment shall be made to each outstanding
Option such that each such Option shall thereafter be exercisable for such
securities, cash and/or other property as would have been received in respect of
the Shares subject to such Option had such Option been exercised in full
immediately prior to such change, and such an adjustment shall be made
successively each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities, cash and/or property then receivable
upon exercise of an Option. In addition, in the event of any such change, the
Board of Directors shall make any further adjustment to the maximum number of
Shares which may be acquired under the Plan pursuant to the exercise of Options,
the maximum number of shares for which Options may be granted to any one
Eligible Director and the number of Shares and price per Share subject to
outstanding Options as shall be equitable to prevent dilution or enlargement of
rights under such Options, and the determination of the Board of Directors as to
these matters shall be conclusive and binding on the optionee.
13.02. Change in Control. Notwithstanding any other provision of this Plan, if
there is a Change in Control of the Company, all then outstanding Options shall
immediately become exercisable. For purposes of this Section 13.02, a "Change in
Control" of the Company shall be deemed to have occurred upon any of the
following events:
(a) A change in control of the direction and administration of
the Company's business of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); or
(b) During any period of two (2) consecutive years, the
individuals who at the beginning of such period constitute
the Board of Directors or any individuals who would be
"Continuing Directors" (as hereinafter defined) cease for
any reason to constitute at least a majority thereof; or
(c) The Common Stock shall cease to be publicly traded; or
(d) The Board of Directors shall approve a sale of all or
substantially all of the assets of the Company, and such
transaction shall have been consummated; or
(e) The Board of Directors shall approve any merger,
consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
Section 13.02(b) or (c) above, and such transaction shall
have been consummated.
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Notwithstanding the foregoing, any spin-off of a division or subsidiary of the
Company to its shareholders shall not constitute a Change in Control of the
Company.
13.03. Continuing Directors. For purposes of Section 13.02, "Continuing
Directors" shall mean the directors of the Company in office on the Effective
Date and any successor to any such director and any additional director who
after the date of such effectiveness (i) was nominated or selected by a majority
of the Continuing Directors in office at the time of his nomination or selection
and (ii) is not an "affiliate" or "associate" (as defined in Regulation 12B
under the Exchange Act) at the time of his nomination or selection of any person
who is the beneficial owner, directly or indirectly, of securities representing
ten percent (10%) or more of the combined voting power of the Company's
outstanding securities then ordinarily entitled to vote for the election of
directors.
ARTICLE XIV RIGHT TO TERMINATE SERVICE
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the service of
any Eligible Director holding Options and shall not impose any obligation on the
part of any Eligible Director holding Options to remain in the service of the
Company or of any subsidiary corporation or parent corporation thereof.
ARTICLE XV PURCHASE FOR INVESTMENT
15.01. Written Statement. Except as hereinafter provided, the Board of Directors
may require the holder of an Option granted hereunder, as a condition to
exercise of such Option in the event the Shares subject to such Option are not
registered pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), and applicable state securities
laws, to execute and deliver to the Company a written statement, in form
satisfactory to the Board of Directors, in which such holder (a) represents and
warrants that such holder is purchasing or acquiring the Shares acquired
thereunder for such holder's own account for investment only and not with a view
to the resale or distribution thereof in violation of any federal or state
securities laws and (b) agrees that any subsequent resale or distribution of any
of such Shares shall be made only pursuant to either (i) an effective
registration statement covering such Shares under the Securities Act and
applicable state securities laws or (ii) specific exemptions from the
registration requirements of the Securities Act and any applicable state
securities laws, based on a written opinion of counsel, in form and substance
satisfactory to counsel for the Company, as to the application thereto of any
such exemptions.
15.02. No Obligation to Register. Nothing herein shall be construed as requiring
the Company to register Shares subject to any Option under the Securities Act or
any state securities law and, to the extent deemed necessary by the Company,
Shares issued upon exercise of an Option may contain a legend to the effect that
registration rights have not been granted with respect to such Shares.
ARTICLE XVI ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES
16.01. Legend and Transfer Restrictions. The Company may endorse such legend or
legends upon the certificates for Shares issued upon exercise of Options granted
pursuant to the Plan and may issue such "stop transfer" instructions to its
transfer agent in respect of such Shares as the Board of Directors, in its
discretion, determines to be necessary or appropriate to (a) prevent a violation
of, or to perfect an exemption from, the registration requirements of the
Securities Act or (b) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares.
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16.02. Payment of Expenses. The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses that may be necessitated by the filing or
amending of a registration statement under the Securities Act, which fees and
expenses shall be borne by the recipient of the Shares unless such registration
statement has been filed by the Company for its own corporate purpose (and the
Company so states) in which event the recipient of the Shares shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
an optionee receives in the registration statement.
16.03. Shares Fully Paid and Nonassessable. All Shares issued as provided herein
shall be fully paid and nonassessable to the extent permitted by law.
ARTICLE XVII LISTING OF SHARES AND RELATED MATTERS
If at any time the listing, registration or qualification of the
Shares subject to such Option on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with, the granting of an Option,
or the issuance of Shares thereunder, such Option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained.
ARTICLE XVIII MISCELLANEOUS
18.01. Amendment, Suspension or Termination of the Plan. The Board of Directors
may at any time amend, suspend or terminate the Plan. Options may not be granted
while the Plan is suspended or after it is terminated. Rights and obligations
under any Option granted while the Plan is in effect shall not be altered or
impaired by amendment, suspension or termination of the Plan, except upon the
consent of the person to whom the Option was granted. The ministerial power of
the Board of Directors to construe and administer any Options under Article IV
that are granted prior to the termination or the suspension of the Plan shall
continue after such termination or during such suspension.
18.02. Governing Law. The Plan, such Options as may be granted hereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York from time to time in effect.
18.03. Partial Invalidity. The invalidity or illegality of any provision herein
shall not be deemed to affect the validity of any other provision.
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PROXY PROXY
SEACOR SMIT INC., 11200 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77082
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 23, 2000
The undersigned having received the Notice of Meeting and Proxy
Statement of SEACOR SMIT Inc. (the "Company") dated April 3, 2000 and Annual
Report for the fiscal year ended December 31, 1999, hereby appoints and
constitutes Messrs. Charles Fabrikant and Randall Blank, and each of them,
proxies with full power of substitution to vote for the undersigned at the
Company's Annual Meeting of Stockholders to be held on May 23, 2000, and at any
adjournments thereof (the "Annual Meeting"), as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SEACOR SMIT INC.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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<PAGE>
<TABLE>
<CAPTION>
SEACOR SMIT INC.
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
The Board of Directors recommends a vote FOR items 1, 2, 3, and 4. If no
direction is made, this proxy will be voted FOR all management nominees listed
and FOR items 2, 3, and 4.
<S> <C> <C> <C> <C>
For Withhold For All
All All Except
1. ELECTION OF DIRECTORS--
Nominees: 01-Charles Fabrikant, 02-Granville E. Conway, 03-Michael E. [ ] [ ] [ ]
Gellert, 04-Stephen Stamas, 05-Richard M. Fairbanks, III, 06-Pierre de
Demandolx, 07-Antoon Kienhuis, 08-Andrew R. Morse
INSTRUCTIONS: To withhold authority to vote for any one or more management
nominee, write the nominee's name.
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For Against Abstain
2. Ratification of the appointment of Arthur Andersen LLP [ ] [ ] [ ]
3. Approval of The 2000 Employee Stock Purchase Plan. [ ] [ ] [ ]
4. Approval of The 2000 Stock Option Plan for Non-Employee Directors. [ ] [ ] [ ]
In their discretion, upon any other matters which may properly come
before the Annual Meeting or any adjournments thereof, hereby
revoking any proxy heretofore given by the undersigned for the Annual
Meeting.
P Dated: , 2000
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R Signature(s)
---------------------------------
---------------------------------------------
O Please sign name as it appears hereon. When
signed as attorney, executor, trustee or
X guardian, please add capacity in which signed.
For joint- or co-owner, each owner should
Y sign.
This Proxy, when properly executed, will be
voted by the manner directed therein by the
undersigned. If no direction is made, this
Proxy will be voted FOR all management
nominees listed and FOR Proposals 2, 3 and 4.
</TABLE>
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
