As filed with the Securities and Exchange Commission on January 5, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4449 13-3542736
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
11200 RICHMOND AVENUE, 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
NEW YORK, NEW YORK 10019
(212) 307-6633
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
DAVID E. ZELTNER, ESQ.
ROD D. MILLER, 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 the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Amount to be Proposed maximum Proposed maximum Amount of registration
to be Registered registered offering price per aggregate offering fee(1)
unit(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,000,000 shares 53.38 53,380,000 $13,345
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of the Registrant's
common stock, as reported on the composite tape of the New York Stock
Exchange Inc., on January 4, 2001.
NY2:\990666\05\73293.0004
<PAGE>
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 OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 5, 2001
PROSPECTUS
1,000,000 SHARES
SECOR SMIT INC. LOGO
COMMON STOCK
This prospectus is part of a registration statement that we filed with
the SEC utilizing a shelf registration process. Under this shelf process we may
offer, issue and sell, from time to time, up to 1,000,000 shares of our common
stock in connection with acquisitions of or investments in other businesses or
assets. These acquisitions of or investments in businesses or assets will be
made at negotiated prices. The total number of shares issued to consummate any
of these acquisitions or investments will depend on the prevailing market price
of our common stock at the time of the acquisition or investment.
Specific terms of these securities will be provided in supplements to
this prospectus. The consideration for acquisitions and investments that we may
make may consist of shares of equity securities, cash, indebtedness, assumption
of liabilities or other interests or any combination thereof.
This prospectus may be used by persons who receive shares of common
stock in connection with acquisitions and investments by us who want to resell
those shares. We have not authorized any person to use this prospectus in
connection with resales of securities without our prior written consent. Our
common stock trades on the New York Stock Exchange under the symbol "CKH". On
January 2, 2001, the closing market price of our common stock was $54.00 per
share.
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Investing in these securities involves certain risk. See "Risk Factors"
beginning on page 2.
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These securities have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC") or any state securities
commission nor has the SEC or any state securities commission determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal defense.
The date of this prospectus is , 2001.
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TABLE OF CONTENTS
<TABLE>
Page Page
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<S> <C> <C> <C>
PROSPECTUS SUMMARY...................... 1 USE OF PROCEEDS ........................ 7
RISK FACTORS............................ 2 PLAN OF DISTRIBUTION.................... 7
FORWARD-LOOKING STATEMENTS.............. 5 OFFERED SECURITIES...................... 9
INCORPORATION OF DOCUMENTS BY LEGAL MATTERS........................... 10
REFERENCE............................. 6 EXPERTS................................. 10
WHERE YOU CAN FIND MORE
INFORMATION............................ 6
</TABLE>
You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
<PAGE>
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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important
to you. You should read the entire prospectus, including the additional
documents to which we refer you, before making an investment decision. See
"Incorporation of Documents by Reference" and "Where You Can Find More
Information." In this prospectus "we," "our," "us," and "SEACOR" refer to SEACOR
SMIT Inc., its consolidated subsidiaries and its equity interest in Chiles
Offshore 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 substantial minority equity
interest in a company that owns and operates mobile offshore jackup drilling
rigs.
We may offer and sell the common stock described in this prospectus
from time to time in connection with one or more acquisitions of or investments
in other businesses or assets. This prospectus provides you with a general
description of the securities we may offer. Each time we issue and sell common
stock using this shelf prospectus, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus.
This prospectus has also been prepared for use by persons who receive
securities in connection with acquisitions or investments by us. In connection
with resales, a prospectus supplement, if required, will disclose the name of
the selling stockholder as well as the specific terms of the resale.
We encourage you to read this prospectus and any prospectus supplement
that accompanies it, along with the additional information regarding SEACOR,
including our audited financial statements and a description of our business,
contained in the documents incorporated by reference in this prospectus. See
"Incorporation of Documents by Reference" and "Where You Can Find More
Information" on page 6.
Our executive offices are located at 11200 Richmond Avenue, Suite 400,
Houston, Texas 77082, and our telephone number is (713) 782-5990.
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RISK FACTORS
We encourage you to 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.
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 Inc., a drilling rig company in which we hold an
approximate 27% equity interest. 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. 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.
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.
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
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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 Chiles' rigs.
Substantially all of Chiles' 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
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 CHILES' DRILLING SERVICES
AND TO ITS 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, Chiles 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 and environmental response 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
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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.
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 September 30, 2000, the average age of vessels we owned was
approximately 14.0 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
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.
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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.
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).
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.
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.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
certain information we file with it, 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
additional 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-4 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 (SEC file number 1-12289):
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 Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, (filed on May 15, 2000), June 30, 2000
(filed August 14, 2000), and September 30, 2000 (filed on
November 14, 2000);
3. our Current Report on Form 8-K filed on June 16, 2000; and
4. 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 or report
filed for the purpose 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, NY 10019, Attention: Corporate Secretary.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any of the documents we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. 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 Internet site at http://www.sec.gov.
Our Internet site is http://www.seacormarine.com. Our common stock is traded on
the New York Stock Exchange traded under the symbol "CKH".
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USE OF PROCEEDS
This prospectus relates to common stock of SEACOR which may be offered
and issued by us from time to time by us in connection with acquisitions of or
investments in other businesses or assets. Other than the businesses or assets
acquired, there will be no proceeds to SEACOR from these offerings.
PLAN OF DISTRIBUTION
We are registering the shares of our common stock described in this
prospectus for the selling stockholders. Subject to the limitations on the use
of this prospectus described below, the "selling stockholders" also include
persons who receive shares as a gift from a selling stockholder, commonly known
as donees, and persons who receive shares from a selling stockholder as
collateral to secure a loan, commonly known as pledgees, who are selling shares
received from a named selling stockholder 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 stockholders, however, will pay
shares offered by this prospectus. The selling stockholders, 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
stockholders 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 stockholders
have advised us that they have not entered into any agreements, understandings
or arrangements with any underwriters of 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 stockholders.
The selling stockholders 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 stockholders 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 stockholders 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
stockholder, including in connection with distributions of the common stock by
the broker-dealers. The selling stockholders 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 stockholders may also loan or pledge their shares to a broker-dealer and
the broker-dealer may sell the shares so loaned or, upon a default, may sell or
otherwise transfer the pledged shares.
The selling stockholders 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 commission under the Securities Act. We have agreed to
indemnify each of the selling stockholders for liabilities they incur for
selling their shares using this prospectus, including liabilities arising under
the Securities Act. The selling stockholders, however, have indemnified us for
any liabilities arising out of information furnished to us on behalf of the
selling stockholder for use in this prospectus. The selling stockholders 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 stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the selling stockholders that the anti-manipulative rules under
the Securities Exchange Act of 1934, including Regulation M, may apply to their
sales in the market.
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Selling stockholders 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 stockholder notifies us that it has entered into a
material arrangement with a broker-dealer for the sale of that selling
stockholder'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
stockholders 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(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 stockholder notifies us that a donee or pledgee intends
to sell more than [20,000] shares, we will file a supplement to this prospectus,
the cost of which will be borne by the selling stockholder.
Sales of a substantial number of shares of the common stock in the
public market by the selling stockholders 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
stockholder.
8
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OFFERED SECURITIES
We propose to issue and sell the securities in connection with
acquisitions of and investments in other businesses and assets. The securities
or any combination of the securities, either individually or as units consisting
of one or more of the securities, shall be offered each on terms to be
determined at the time of sale. The securities may be issued in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other entities, in exchange for assets used in
or related to the business of such entities or otherwise pursuant to agreements
providing for such acquisitions or investments, as well as additional shares of
common stock which may be issuable upon conversion of any convertible securities
covered by this prospectus. The consideration for these acquisitions or
investments may consist of equity securities, cash, indebtedness, assumption of
liabilities or a combination thereof. The terms of these acquisitions and
investments and of the issuance of any securities in connection therewith will
generally be determined by direct negotiations with the owners of the business
or assets to be acquired or invested in or, in the case of entities which are
more widely held, through exchange offers to stockholders or documents
soliciting the approval or statutory mergers, consolidations or sales of assets.
Underwriting discounts or commissions will generally not be paid by us. However,
under certain circumstances, we may issue securities covered by this prospectus
to pay broker's commissions incurred in connection with acquisitions or
investments. For a description of our common stock see "Incorporation of
Documents by Reference".
This prospectus, as amended or supplemented if appropriate, has also
been prepared for use by persons who receive our securities in acquisitions or
investments, including securities sold hereunder and shares of common stock
("selling stockholders"); provided, however, that no selling stockholder is
authorized to reoffer any such securities without first obtaining our prior
written consent. Resales may be made in the manner described in this prospectus,
as amended or supplemented, in the manner permitted by Rule 145(d) under the
Securities Act or pursuant to exemption from the Securities Act. Profits
realized on resales by selling stockholders under certain circumstances may be
regarded as underwriting compensation under the Securities Act.
Resales by selling stockholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the selling stockholder's agent in the sale of the securities
by such selling stockholder, or the securities firm may purchase securities from
the selling stockholders as principal and thereafter resell such securities from
time to time. The fees earned by or paid to such securities firm may be the
normal stock exchange commission or negotiated commissions or underwriting
discounts to the extend permissible. In addition, such securities firm may
effect resales through other securities dealers, and customary commissions or
concessions to such other dealers may be allowed. Sales of securities may be at
a negotiated prices then prevailing, Any such sales may be made on The New York
Stock Exchange or other exchange on which such securities are traded, in the
over-the-counter-market, by block trade, in special or other offerings, directly
to investors or through a securities firm acting as agent or principal, or a
combination of such methods. Any participating securities firm may be
indemnified against certain liabilities, including liabilities under the
Securities Act. Any participating securities firm may be deemed to be and
underwriter within the meaning of the Securities Act, and any commission earned
by such firm may be deemed to be underwriting discounts or commissions under the
Securities Act.
A prospectus supplement, if required, will be filed under Rule 424(b)
under the Securities Act, disclosing the name of the selling stockholder, the
participating securities firm, if any, the number and kind of securities
involved and other details of such resale to the extend appropriate.
9
<PAGE>
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.
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.
10
<PAGE>
SEACOR SMIT INC. LOGO
----------
PROSPECTUS
----------
JANUARY , 2001
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION 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 will 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
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 application 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.
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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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 Restated Certificate of Incorporation of SEACOR
SMIT Inc. (incorporated herein by reference to
Exhibit 3.1(a) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30,
1997, and filed with the SEC on August 14, 1997).
3.2 Certificate of Amendment to the Restated
Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit
3.1(b) to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1997,
and filed with the SEC on August 14, 1997).
3.3 Amended and Restated By-laws of SEACOR Holdings,
Inc. (incorporated herein by reference to Exhibit
4.2 to the Company's Registration Statement on
Form S-8 (No. 333-12637) of SEACOR Holdings, Inc.
filed with the SEC on September 25, 1996).
5.1* Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Arthur Andersen LLP.
23.2* Consent of Weil, Gotshal & Manges LLP (included as
part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page to
the Registration Statement).
* To be filed by amendment.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
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(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 the 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 the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
(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 which remain unsold at the termination of
the offering;
(d) 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 Securities Exchange Act that of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(e) that prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form;
(f) that every prospectus (i) that is filed pursuant to paragraph (e)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is issued in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment of the Registration
Statement and will not be used until such amendment is effective, and that, for
purposes 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;
(g) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
iii
<PAGE>
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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue;
(h) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request; and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request; and
(i) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the
registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on January 5, 2001.
SEACOR SMIT Inc.
By:/s/ Randall Blank
-------------------------------
Randall Blank
Executive Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or either of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the SEC, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Charles Fabrikant Chairman of the Board of January 5, 2001
---------------------------- Directors, President and
Charles Fabrikant Chief Executive Officer
(Principal Executive Officer)
/s/ Randall Blank Executive Vice President, Chief January 5, 2001
---------------------------- Financial Officer and Secretary
Randall Blank (Principal Financial Officer)
/s/ Lenny P. Dantin Vice President January 5, 2001
---------------------------- (Principal Accounting Officer
Lenny P. Dantin and Controller)
/s/ Granville E. Conway Director January 5, 2001
----------------------------
Granville E. Conway
/s/ Pierre de Demandolx Director January 5, 2001
----------------------------
Pierre de Demandolx
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<PAGE>
/s/ Richard M. Fairbanks III Director January 5, 2001
----------------------------
Richard M. Fairbanks III
/s/ Michael E. Gellert Director January 5, 2001
----------------------------
Michael E. Gellert
/s/ John Hadjipateras Director January 5, 2001
----------------------------
John Hadjipateras
/s/ Antoon Kienhuis Director January 5, 2001
----------------------------
Antoon Kienhuis
/s/ Andrew R. Morse Director January 5, 2001
----------------------------
Andrew R. Morse
/s/ Stephen Stamas Director January 5, 2001
----------------------------
Stephen Stamas
</TABLE>
vi
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
23.1 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page to
the Registration Statement).
* To be filed by amendment.
vii
