As filed with the Securities and Exchange Commission on August 7, 2000
Registration No. 333-37492
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------
SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3542736
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
11200 RICHMOND AVE., SUITE 400
HOUSTON, TEXAS 77082
(713) 782-5990
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------------------
RANDALL BLANK
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
1370 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NEW YORK 10019
(212) 307-6633
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
COPY TO:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earliest effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------- ------------------------- ----------------------- ------------------------ ---------------------------
Title of Security Amount to be Offering Price Aggregate Offering
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee (3)
---------------------- ------------------------- ----------------------- ------------------------ ---------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 125,414 shares $41.771 $5,238,668 $1,384.00
---------------------- ------------------------- ----------------------- ------------------------ ---------------------------
</TABLE>
NY2/905457/08/73293.0004
<PAGE>
(1) Share amount adjusted from the Registration Statement on Form S-3 filed on
May 19, 2000 to reflect a 3-for-2 stock split effected on June 15, 2000 (the
"Stock Split").
(2) Estimated solely for purposes of calculating the amount of the registration
fee. This estimate, as amended to reflect the Stock Split, has been calculated
in accordance with Rule 457 under the Securities Act of 1933, based on the
average of the high and low sales prices per share reported on the New York
Stock Exchange on May 12, 2000.
(3) Amount already paid in connection with the initial filing of the
Registration Statement on Form S-3 filed on May 19, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell any shares of the common stock until our
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities in any state
where the offer or sale is not permitted.
Subject to completion, dated August 7, 2000
PROSPECTUS
SEACOR SMIT INC.
125,414 Shares
of
Common Stock
---------------------
o The selling shareholders named on page 8 are selling 125,414
shares of our common stock.
o Our common stock is listed on the New York Stock Exchange
under the symbol "CKH." On August 4, 2000, the last reported
sale price of the common stock was $40.94 per share.
INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 1.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
OTHERWISE.
---------------
The date of this prospectus is August , 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
About SEACOR SMIT Inc. .............................................. 1
Risk Factors......................................................... 1
Where You Can Find
More Information................................................... 6
Incorporation of
Documents by Reference............................................. 6
Forward-Looking Statements........................................... 7
Use of Proceeds...................................................... 7
Selling Shareholders................................................. 7
Plan of Distribution................................................. 9
Legal Matters........................................................ 10
Experts.............................................................. 11
i
<PAGE>
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the oil and
gas exploration and production industry. We are also one of the leading
providers of oil spill response services to owners of tank vessels and oil
storage, processing, and handling facilities, and own a majority equity interest
in companies that own and operate mobile offshore jackup drilling rigs.
Additional information regarding SEACOR, including our audited
financial statements and descriptions of our business, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" on page 6 and "Incorporation of Documents by Reference" on
page 6.
Our executive offices are located at 11200 Richmond Ave, Suite 400,
Houston, Texas 77082 and our telephone number is (713) 782-5990.
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE
INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS BEFORE YOU
DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK. THIS SECTION INCLUDES SOME
FORWARD-LOOKING STATEMENTS.
A SIGNIFICANT OR PROLONGED DECLINE IN OIL AND GAS PRICES WOULD LIKELY REDUCE THE
LEVEL OF EXPLORATION AND DEVELOPMENT OF OFFSHORE AREAS, WHICH WOULD RESULT IN A
LOWER DEMAND FOR OUR OFFSHORE MARINE SERVICES AND DRILLING RIGS.
Activity in the offshore oil and gas exploration and production
industry has a significant impact on our offshore vessel operations and the
operations of Chiles Offshore LLC, our 55% owned drilling rig subsidiary.
Factors that affect the level of exploration and development of offshore areas
include both short-term and long-term trends in oil and gas prices and local
policies that influence drilling activities. In recent years, oil and gas prices
have been extremely volatile and, as a result, the level of offshore exploration
and drilling activity also has been extremely volatile. Reductions in oil and
gas prices generally result in decreased drilling and production and
corresponding decreases in demand for our offshore vessel services and Chiles'
drilling rigs. Decreased demand for these services and drilling rigs would
reduce our revenue and profitability.
WE RELY ON SEVERAL CUSTOMERS FOR A SIGNIFICANT SHARE OF OUR REVENUES. THE LOSS
OF ANY OF THESE CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS AND OPERATING
RESULTS.
Customers of our offshore marine services are primarily the major oil
companies and large independent oil and gas exploration and production
companies. The portion of our revenues attributable to any single customer
changes over time, depending on the level of relevant activity by the customer,
our ability to meet the customer's needs, and other factors, many of which are
beyond our control. During 1999, we received approximately 10% of our offshore
marine service operating revenues from Chevron Corporation. During 1999,
National Response Corporation, our oil spill response service subsidiary,
received approximately 25% of its environmental retainer revenue from Coastal
Refining and Marketing, Inc. and 13% from Citgo Petroleum Corporation, its two
largest customers.
1
<PAGE>
WE MAY INCUR SIGNIFICANT COSTS, LIABILITIES AND PENALTIES IN COMPLYING WITH
GOVERNMENT REGULATIONS.
Government regulation, such as international conventions, federal and
state laws and regulations in jurisdictions where our vessels operate or are
registered, have a significant impact on our offshore marine and environmental
response businesses. These regulations relate to worker health and safety, the
manning, construction and operation of vessels, oil spills and other aspects of
environmental protection. We believe that we are in material compliance with the
laws and regulations applicable to our operations.
Risks of incurring substantial compliance costs and liabilities and
penalties for non-compliance, particularly with respect to environmental laws
and regulations, are inherent in our business. If this happens, it could have a
substantial negative impact on our profitability and financial position. We
cannot predict whether we will incur such costs or penalties in the future.
WE FACE INTENSE COMPETITION, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
INCREASE OUR MARKET SHARE AND OUR REVENUES.
Our businesses operate in highly competitive industries. High levels
of competition could reduce our revenues, increase our expenses and reduce our
profitability.
In addition to price, service and reputation, important competitive
factors for offshore supply fleets include: customers' national flag preference,
operating conditions and intended use (all of which determine the suitability of
available vessels), complexity of logistical support needs and presence of
equipment in the appropriate geographical locations.
The important competitive factors in the environmental services
business are price, service, reputation, experience and operating capabilities.
In addition, we believe that the absence of uniform environmental regulation and
enforcement on international, federal and state levels has lowered barriers to
entry in several market segments and increased the number of competitors. Our
oil spill response business faces competition from the Marine Spill Response
Corporation (a non-profit corporation funded by the major integrated oil
companies), other industry cooperatives and smaller contractors who target
specific market niches.
In the contract drilling business, customers generally award
contracts on a competitive bid basis and contractors can move rigs from areas of
low utilization and day rates to areas of greater activity and higher day rates.
We believe that, as a result, competition for drilling contracts will continue
to be intense for the foreseeable future. Decreases in drilling activity in a
major market could depress day rates and could reduce utilization of our rigs.
Substantially all of our competitors in the business of providing jackup
drilling services have substantially larger fleets and are more established as
drilling contractors.
AN INCREASE IN SUPPLY OF OFFSHORE MARINE VESSELS WOULD LIKELY HAVE A NEGATIVE
EFFECT ON THE CHARTER RATES FOR OUR VESSELS, WHICH COULD REDUCE OUR EARNINGS.
Expansion of the worldwide offshore marine fleet would increase
competition in the markets where we operate. Increased refurbishment of disused
or "mothballed" vessels, conversion of vessels from uses other than oil support
and related activities or construction of new vessels could all add vessel
capacity to current worldwide levels. A significant increase in vessel capacity
2
<PAGE>
would lower charter rates and result in a corresponding reduction in our
revenues and profitability.
MARINE-RELATED RISKS COULD LEAD TO THE DISRUPTION OF OUR OFFSHORE MARINE
SERVICES AND TO OUR INCURRENCE OF LIABILITY.
The operation of offshore support vessels is subject to various
risks, including catastrophic marine disaster, adverse weather and sea
conditions, capsizing, grounding, mechanical failure, collision, oil and
hazardous substance spills and navigation errors. These risks could endanger the
safety of our personnel, vessels, cargo, equipment under tow and other property,
as well as the environment. If any of these events were to occur, we could be
held liable for resulting damages. In addition, the affected vessels could be
removed from service and would not be available to generate revenue.
DRILLING-RELATED RISKS COULD LEAD TO THE DISRUPTION OF OUR DRILLING SERVICES AND
TO OUR INCURRENCE OF LIABILITY.
The operation of offshore jackup drilling rigs by Chiles is subject
to various risks, including blowouts, craterings, fires, collisions, groundings
of drilling equipment and adverse weather and sea conditions. These hazards
could damage the environment, cause personal injury or loss of life and damage
or destroy the property and equipment involved. In addition, the rigs face many
of the marine-related risks associated with our offshore support vessels. If any
of these events were to occur, we could incur substantial liability for oil
spills, reservoir damage and other accidents. In addition, the affected rigs
could be removed from service and would not be available to generate revenue.
INSURANCE COVERAGE MAY NOT PROTECT US FROM ALL OF THE LIABILITIES THAT COULD
ARISE FROM THE RISKS INHERENT IN OUR BUSINESSES.
We maintain insurance coverage against the risks related to our
offshore marine, environmental response and drilling services, which we consider
adequate. We have not in the past experienced a loss in excess of policy limits.
There can be no assurance, however, that our existing insurance coverage can be
renewed at commercially reasonable rates or that available coverage will be
adequate to cover future claims. If a loss occurs that is partially or
completely uninsured, we could be exposed to substantial liability.
OUR SIGNIFICANT INTERNATIONAL OPERATIONS ARE SUBJECT TO CURRENCY EXCHANGE RISKS.
To minimize the financial impact of currency fluctuations and risks
arising from fluctuations in currency exchange rates, we attempt to contract the
majority of our services in U.S. dollars. However, in some of our foreign
businesses, we collect revenues and pay expenses in local currency. Because we
conduct substantially all of our operations in U.S. dollars, if the value of
local currencies decline against the U.S. dollar, our operating revenues in
these foreign countries would effectively be reduced. To date, currency
fluctuations have not had a material impact on our financial condition or
profitability. We engage in certain currency hedging arrangements designed to
minimize the effect of fluctuation in pounds sterling, the currency in the
United Kingdom, where most of our currency exchange risk arises. There can be no
assurance, however, that we will not incur losses in the future as a result of
currency exchange rate fluctuations.
3
<PAGE>
MUCH OF OUR OFFSHORE MARINE OPERATIONS ARE CONDUCTED IN FOREIGN COUNTRIES.
UNSTABLE POLITICAL, MILITARY AND ECONOMIC CONDITIONS IN THOSE COUNTRIES COULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
During 1999, approximately 39% of our offshore marine revenues were
derived from foreign operations. These operations are subject to risks, among
other things, of political instability, potential vessel seizure,
nationalization of assets, currency restrictions, import-export quotas and other
forms of public and governmental regulation, all of which are beyond our
control. Economic sanctions or an oil embargo in Nigeria, for example, could
have a significant negative impact on activity in the oil and gas industry in
offshore West Africa, a region in which we operate vessels. Although,
historically, our operations have not been affected materially by such
conditions or events, it is impossible to predict whether any such conditions or
events might develop in the future.
AS OUR VESSELS BECOME OLDER, WE MAY NOT BE ABLE TO MAINTAIN OR REPLACE OUR
VESSELS.
As of December 31, 1999, the average age of vessels we owned was
approximately 14.1 years. We believe that after an offshore supply vessel has
been in service for approximately 25 years, the expense (which typically
increases with age) necessary to satisfy required marine certification standards
may not be economically justifiable. There can be no assurance that we can
maintain our fleet by extending the economic life of existing vessels, or that
our financial resources will be sufficient to enable us to make expenditures
necessary for these purposes or to acquire or build replacement vessels.
SPILL RESPONSE REVENUE IS DEPENDENT UPON THE MAGNITUDE AND NUMBER OF SPILL
RESPONSES.
National Response's spill response revenue can vary greatly between
comparable fiscal periods based on the number and magnitude of spill responses
in any given period. As a result, our revenue and profitability attributable to
this business may vary greatly from period to period.
A RELAXATION OF OIL SPILL REGULATION OR ENFORCEMENT COULD REDUCE DEMAND FOR OUR
SERVICES.
Our environmental response business is dependent upon the enforcement
of regulations promulgated under the federal Oil Pollution Act of 1990 and, to a
lesser extent, upon state regulations. Less stringent oil spill regulations or
less aggressive enforcement of these regulations would decrease demand for
National Response's services. We cannot assure you that oil spill regulation
will not be relaxed or enforcement of existing or future regulation will not
become less stringent. If this happens, the demand for our oil spill response
services could be reduced, which could have a negative impact on our
profitability.
NATIONAL RESPONSE RELIES ON BEING CLASSIFIED AS AN "OIL SPILL REMOVAL
ORGANIZATION." A CHANGE IN, OR REVOCATION OF, THIS CLASSIFICATION WOULD RESULT
IN A LOSS OF BUSINESS.
National Response is a classified Oil Spill Removal Organization, or
an "OSRO." OSRO classification is a voluntary process conducted by the United
States Coast Guard. The Coast Guard classifies OSROs based on their overall
ability to respond to various types and sizes of oil spills in different
operating environments, such as rivers/canals, inland waters and oceans. Coast
Guard classified OSROs have a competitive advantage over non-classified service
providers. Customers of a classified OSRO are exempt from regulations that would
4
<PAGE>
otherwise require them to list their oil spill response resources in filings
with the Coast Guard. A loss of National Response's classification or changes in
the requirements could eliminate or diminish National Response's ability to
provide customers with this exemption. If this happens, we could lose customers,
in which case our revenues and profitability could be reduced.
IF A COURT OR OTHER APPLICABLE AUTHORITY DETERMINES THAT WE ACTED WITH GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING SPILL RESPONSE SERVICES, WE COULD
BE LIABLE FOR SIGNIFICANT DAMAGES, INCLUDING DAMAGE CAUSED BY OTHERS.
In providing spill response services, National Response is subject to
the federal responder immunity doctrine, otherwise known as the "Good Samaritan"
doctrine. Under that doctrine, National Response is held harmless from liability
for any spills that result from its response efforts unless it is found to be
grossly negligent or to have engaged in willful misconduct. While most of the
U.S. states in which National Response provides service have adopted the Good
Samaritan doctrine, several states have not. If a court or other applicable
authority determines that National Response did not meet the applicable legal
standard of conduct in providing spill response services, we could be liable
together with the local contractor and the responsible party for any resulting
damages.
WE HAVE NOT PAID AND DO NOT INTEND TO PAY DIVIDENDS.
We have not paid any cash dividends to holders of our common stock
since our inception in December 1989 and do not intend to pay any such dividends
in the foreseeable future. Instead, we intend to retain earnings for working
capital and to finance the expansion of our business operations. In addition, as
a holding company, our ability to pay any cash dividends is dependent on the
earnings and cash flows of our operating subsidiaries and their ability to make
funds available to us.
IF WE DO NOT RESTRICT THE AMOUNT OF FOREIGN OWNERSHIP OF OUR COMMON STOCK, WE
COULD BE PROHIBITED FROM OPERATING OUR VESSELS IN PARTS OF THE U.S., WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
We are subject to the Shipping Act, 1916 and the Merchant Marine Act
of 1920. These Acts govern, among other things, the ownership and operation of
vessels used to carry cargo between U.S. ports. The Acts require that vessels
engaged in the "U.S. coastwise trade" be owned by U.S. citizens and built in the
United States. For a corporation engaged in the U.S. coastwise trade to be
deemed a citizen of the U.S.:
o the corporation must be organized under the laws of the U.S.
or of a state, territory or possession thereof,
o each of the chief executive officer and the chairman of the
board of directors must be a U.S. citizen (and no officer who
is not a U.S. citizen may act in such person's absence),
o no more than a minority of the number of directors of such
corporation necessary to constitute a quorum for the
transaction of business can be non-U.S. citizens and
o at least 75% of the interest in such corporation must be owned
by U.S. "citizens" (as defined in the Acts).
5
<PAGE>
We would be prohibited from operating our vessels in the U.S.
coastwise trade during any period in which we did not comply with these
regulations. To facilitate compliance, our certificate of incorporation:
o limits ownership by foreigners of any class of our capital
stock (including our common stock) to 22.5%, so that foreign
ownership will not exceed the 25.0% permitted. Under certain
circumstances our board of directors may increase this
percentage to 24.0%,
o requires a stock certification system with two types of
certificates to aid tracking of ownership, and
o permits our board of directors to make such determinations to
ascertain ownership and implement such limitations as
reasonably may be necessary.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Copies of these reports, proxy statements and
other information may be read and copied at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may request copies of these
documents by writing to the SEC and paying a fee for the copying costs. You may
also call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. Our common stock is traded on the New
York Stock Exchange.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our
publicly filed documents into this prospectus, which means that we may disclose
material information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and any
later information that we file with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below and any additional documents we file with the SEC until the offering of
the common stock is terminated. This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC and does not contain all of the
information set forth in the registration statement.
The following documents that we previously filed with the SEC are
incorporated by reference:
(1) our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (as amended on Form 10-K/A
filed on April 6, 2000);
(2) our Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed on May 15, 2000
and our Current Report on Form 8-K filed on June 16,
2000; and
(3) the description of our common stock contained in our
registration statements on Form 8-A filed on November
30, 1992 and October 9, 1996, including any amendment
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<PAGE>
or report filed for the purposes of updating such
description.
We will provide any person to whom a copy of this prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference, other than exhibits to those documents unless
specifically incorporated by reference. You should direct any requests for
documents to SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019, Attention: Corporate Secretary.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus, including without limitation, statements containing the words
"believes," "anticipates," "hopes," "intends," "expects," "will," "plans," and
other similar words may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results to differ materially from
expectations, including those in the section entitled "Risk Factors." Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. We disclaim any obligation to
update any of those statements or to publicly announce any updates or revisions
to any of the forward-looking statements contained in this prospectus to reflect
any change in our expectations with regard thereto or any change in events,
conditions, circumstances or assumptions underlying the statements.
USE OF PROCEEDS
The shares of common stock are being offered solely for the accounts
of the selling shareholders. We will not receive any proceeds from the sale of
the shares.
SELLING SHAREHOLDERS
The following table sets forth the name and the number of shares of
common stock owned by each selling shareholder. We issued the shares of common
stock to the selling shareholders in a private transaction on April 19, 2000 in
connection with our acquisition of Putford Enterprises Limited.
Messrs. S. J. Hashim, N. I. Palmer, R.F. Catchpole, J. K. Cowan and
Mrs. P. G. Watson, who were employed by Putford and certain of its subsidiaries
as directors prior to such acquisition, continue to be affiliated with Putford
after the acquisition. Messrs. Hashim and Palmer continue service on the board
of directors of Putford and one of its subsidiaries, Mr. Catchpole serves on the
board of Putford and each of these selling shareholders serve on the board of a
second Putford subsidiary. Mrs. Watson serves as secretary of each of these
companies.
Because the selling shareholders may sell all, a portion or none of
their shares, no estimate can be made of the aggregate number of shares that
each selling shareholder may actually sell or that each selling shareholder will
own upon completion of this offering. The amounts identified as "Total Shares to
be Sold" assume the selling shareholders dispose of all shares of common stock
that they own.
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<PAGE>
The shares offered by this prospectus may be offered from time to
time by the selling shareholders named below or by any of their pledgees,
donees, transferees or other successors in interest. The amounts set forth below
are based upon information provided by the selling shareholders and are accurate
to the best of our knowledge. It is possible, however, that the selling
shareholders may acquire or dispose of additional shares of common stock from
time to time after the date of this prospectus.
<TABLE>
<CAPTION>
COMMON STOCK OWNED BEFORE COMMON STOCK OWNED
SELLING SHAREHOLDER THE OFFERING TOTAL SHARES TO BE SOLD AFTER THE OFFERING
------------------- ------------ ----------------------- ------------------
<S> <C> <C> <C>
John R. Hashim 193 193 0
Simon J. Hashim 25,735 25,735 0
Paul R. Hashim 16,537 16,537 0
Dorothy Rainey Settlement (1) 13,597 13,597 0
Luke W. Rainey (1) 9,277 9,277 0
Louisa V. L. Rainey (1) 9,258 9,258 0
George A. Catchpole (2), (9) 5,364 5,364 0
Robert F. Catchpole (10) 7,288 7,288 0
Richard G. Catchpole (9) 7,288 7,288 0
Helen M. Catchpole (2), (10) 963 963 0
Peter F. Catchpole (3) 7,072 7,072 0
Claire Catchpole Settlement (4) 4,116 4,116 0
Andrew Catchpole Settlement (5) 4,119 4,119 0
Nick Reeve Settlement (6) 1,498 1,498 0
Neville E. Stangroom (7) 2,062 2,062 0
David J. Stangroom (8) 2,496 2,496 0
Ian Palmer 1,588 1,588 0
Pauline G. Watson 699 699 0
Keith Cowan 699 699 0
Audrey Catchpole (3) 1,060 1,060 0
G. A. Catchpole Trust (9) 963 963 0
H. M. Catchpole Trust (10) 963 963 0
Sara K. Stangroom (7) 549 549 0
Lucy A. Stangroom (7) 595 595 0
Diana M. Stangroom (7) 361 361 0
Janet A. Stangroom (8) 361 361 0
Nigel D. Stangroom 148 148 0
Alison J. Gribbon 565 565 0
------------------------------------
</TABLE>
(1) David Sprake, Luke Rainey and Louisa Rainey are trustees of
the Dorothy Rainey Settlement and, as a result, each could be
deemed to beneficially own all of the 13,597 shares owned
directly by this Settlement.
(2) George A. Catchpole and Helen M. Catchpole are married. As a
result, each could be deemed to beneficially own the 5,364
shares owned directly by Mr. Catchpole and the 963 shares
owned by Mrs. Catchpole.
(3) Peter F. Catchpole and Audrey Catchpole are married. As a
result, each could be deemed to beneficially own the 7,072
shares owned directly by Mr. Catchpole and the 1,060 shares
owned by Mrs. Catchpole.
(4) Michael Orr and Juliet Orr are trustees of the Claire
Catchpole Settlement and, as a result, each could be deemed to
beneficially own all of the 4,116 shares owned directly by
this Settlement.
(5) Michael Orr and Juliet Orr are trustees of the Andrew
Catchpole Settlement and, as a result, each could be deemed to
beneficially own all of the 4,119 shares owned directly by
this Settlement.
8
<PAGE>
(6) Michael Orr and Juliet Orr are trustees of the Nick Reeve
Settlement and, as a result, each could be deemed to
beneficially own all of the 1,498 shares owned directly by
this Settlement.
(7) Neville Stangroom and Diana Stangroom are married. Mr. and
Mrs. Stangroom are also the parents of Sara Stangroom and Lucy
Stangroom, who reside with Mr. and Mrs. Stangroom. As a
result, Mr. Stangroom and Mrs. Stangroom could each be deemed
to beneficially own the 2,062 shares owned directly by Mr.
Stangroom, the 361 shares owned directly by Mrs. Stangroom,
the 549 shares owned directly by Sara Stangroom and the 595
shares owned directly by Lucy Stangroom.
(8) David Stangroom and Janet Stangroom are married. As a result,
each could be deemed to beneficially own the 2,496 shares
owned directly by Mr. Stangroom and the 361 shares owned by
Mrs. Stangroom.
(9) Richard Catchpole and George Catchpole are trustees of the G.
A. Catchpole Trust and, as a result, each could be deemed to
beneficially own all of the 963 shares owned directly by this
trust.
(10) Helen Catchpole and Robert Catchpole are trustees of the H. M.
Catchpole Trust and, as a result, each could be deemed to
beneficially own all of the 963 shares owned directly by this
trust.
PLAN OF DISTRIBUTION
We are registering the shares of our common stock described in this
prospectus for the selling shareholders. Subject to the limitations on the use
of this prospectus described below, the "selling shareholders" also include
persons who receive shares as a gift from a selling shareholder, commonly known
as donees, and persons who receive shares from a selling shareholder as
collateral to secure a loan, commonly known as pledgees, who are selling shares
received from a named selling shareholder after the date of this prospectus. We
will pay all costs, expenses and fees in connection with the registration of the
shares offered by this prospectus. The selling shareholders, however, will pay
for any brokerage commissions and similar selling expenses, if any, attributable
to the sale of their shares. Sales of the shares may be made by selling
shareholders from time to time in one or more types of transactions, which may
include block transactions, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the shares,
through short sales of the shares, or a combination of these methods of sale, at
market prices prevailing at the time of sale, or at negotiated prices. These
transactions may or may not involve brokers or dealers. The selling shareholders
have advised us that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities. They also have advised us that there is no underwriter or
coordinating broker acting in connection with the proposed sale of the shares by
the selling shareholders.
The selling shareholders may sell their shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers of the shares for
whom the broker-dealers may act as agents or to whom they sell as principal, or
both. The compensation as to a particular broker-dealer might be in excess of
customary commissions.
The selling shareholders may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the selling
shareholder, including in connection with distributions of the common stock by
the broker-dealers. The selling shareholders may enter into option or other
transactions with broker-dealers that involve the delivery of their shares to
the broker-dealers, who may then resell or otherwise transfer the shares. The
selling shareholders may also loan or pledge their shares to a broker-dealer and
9
<PAGE>
the broker-dealer may sell the shares so loaned or, upon a default, may sell or
otherwise transfer the pledged shares.
The selling shareholders and any broker-dealers that act in
connection with the sale of their shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933. In that
event, any commissions received by the broker-dealers and any profit on the
resale of the shares sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. We have
agreed to indemnify each of the selling shareholders for liabilities they incur
for selling their shares using this prospectus, including liabilities arising
under the Securities Act. The selling shareholders, however, have indemnified us
for any liabilities arising out of information furnished to us on behalf of the
selling shareholder for use in this prospectus. The selling shareholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of their shares against certain liabilities,
including liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling shareholders that the
anti-manipulative rules under the Securities Exchange Act of 1934, including
Regulation M, may apply to their sales in the market.
Selling shareholders may also resell all or a portion of their common
stock in open market transactions in reliance upon the SEC's Rule 144 without
delivering this prospectus, provided they meet the criteria and conform to the
requirements of that rule.
If a selling shareholder notifies us that it has entered into a
material arrangement with a broker-dealer for the sale of that selling
shareholder's shares of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, we will, if required, file a supplement or an amendment to this
prospectus. Any such supplement would disclose the name of each of those selling
shareholders and of the participating broker-dealer(s), the number of shares
involved, the price at which the shares were sold, the commissions paid or
discounts or concessions allowed to the broker-dealer(s), where applicable, that
the broker-dealer(s) did not conduct any investigation to verify the information
set out in this prospectus, and the other facts material to the transaction. In
addition, if a selling shareholder notifies us that a donee or pledgee intends
to sell more than 500 shares, we will file a supplement to this prospectus.
Sales of a substantial number of shares of the common stock in the
public market by the selling shareholders or even the potential of such sales
could adversely affect the market price for our common stock, which could have a
direct impact on the value of the shares being offered by the selling
shareholder.
LEGAL MATTERS
The validity of the shares of common stock has been passed upon for
us by Weil, Gotshal & Manges LLP, New York, New York.
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<PAGE>
EXPERTS
The financial statements and schedule incorporated by reference in
this prospectus from our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (as amended on Form 10-K/A filed on April 6, 2000) have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their reports with respect thereto, which are incorporated herein by reference,
and have been so incorporated herein in reliance upon the authority of such firm
as experts in accounting and auditing in giving said reports.
11
<PAGE>
================================================================================
We have not authorized any dealer,
salesperson or other person to give any
information or to make any representations
other than those contained in this
prospectus. You must not rely on any
unauthorized information. This prospectus
does not offer to sell or buy any securities
in any jurisdiction where it is unlawful.
The information in this prospectus is
current as of August , 2000.
____________________ SEACOR SMIT Inc.
125,414 Shares
of
Common Stock
------------------
P R O S P E C T U S
------------------
August , 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the various costs and
expenses payable by the Registrant in connection with the sale of the shares
being registered hereby:
SEC registration fee.................................... $1,384
Legal fees and expenses................................. 25,000
Accounting fees and expenses............................ 1,500
Miscellaneous........................................... 500
-------------
Total........................................$ 28,384
=============
Item 15. Indemnification and Limitation of Liability of Directors and Officers.
As more fully described below, Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL") permits Delaware corporations to
indemnify each of their present and former directors or officers under certain
circumstances, provided that such persons acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interests
of the corporation. Article III of our Amended and Restated By-laws provides
that we shall indemnify, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended from time to time, all persons whom we may
indemnify pursuant thereto and in the manner prescribed thereby.
Specifically, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that the person's conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation or is or was serving at the request of
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<PAGE>
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon adjudication that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth above.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
Section 102(b) of the DGCL enables a Delaware corporation to include
a provision in its certificate of incorporation limiting a director's liability
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Our certificate of incorporation contains
provisions that limit the personal liability of each of our directors or our
stockholders for monetary damages for breach of the fiduciary duty of care as a
director. These provisions eliminate personal liability to the fullest extent
permitted by the DGCL.
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<PAGE>
Item 16. Exhibits.
Number Description
2.1* Share Purchase Agreement, dated as of April 19, 2000,
among SEACOR SMIT Inc. and the other parties thereto.
4.1* Investment and Registration Rights Agreement, dated
as of April 19, 2000, among SEACOR SMIT Inc. and the
other parties thereto
5.1* Opinion of Weil, Gotshal & Manges LLP
23.1** Consent of Arthur Andersen LLP
23.2* Consent of Weil, Gotshal & Manges LLP (included as
part of Exhibit 5.1)
24.1* Power of Attorney (included on signature page to the
Registration Statement)
----------------------
* Previously filed as an exhibit to the initial Registration Statement on Form
S-3 filed on May 19, 2000.
** Filed as an exhibit herewith.
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in this registration statement;
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that the undertakings set forth in
paragraphs (a)(i) and (a)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
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<PAGE>
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered hereby which remain unsold at the termination of
the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering there.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions in Item 14 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director or officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on August 7, 2000.
SEACOR SMIT INC.
By: /s/ Randall Blank
--------------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors, August 7, 2000
--------------------------- President and Chief Executive Officer
Charles Fabrikant (Principal Executive Officer)
/s/ Randall Blank Executive Vice President, Chief August 7, 2000
--------------------------- Financial Officer and Secretary
Randall Blank (Principal Financial Officer )
* Director August 7, 2000
---------------------------
Michael E. Gellert
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<PAGE>
Director
---------------------------
Andrew R. Morse
* Director August 7, 2000
---------------------------
Granville E. Conway
* Director August 7, 2000
---------------------------
Stephen Stamas
* Director August 7, 2000
---------------------------
Richard M. Fairbanks III
* Director August 7, 2000
---------------------------
Pierre de Demandolx
* Director August 7, 2000
---------------------------
Antoon Kienhuis
* Vice President August 7, 2000
--------------------------- (Principal Accounting Officer and
Lenny P. Dantin Controller)
*By: /s/ Randall Blank
---------------------------
Randall Blank
Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
23.1 Consent of Arthur Andersen LLP
II-7
