As filed with the Securities and Exchange Commission on December
30, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
Louisiana 72-1212563
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
107 Global Circle
Lafayette, Louisiana 70503
(Address of principal executive offices, including zip code)
____________________
GLOBAL INDUSTRIES, LTD. NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
(Full title of the plan)
Peter S. Atkinson
Vice President, Chief Financial Officer
107 Global Circle
Lafayette, Louisiana 70503
(Name and address of agent for service)
(318) 989-0000
(Telephone number, including area code, of agent for service)
Copy to:
Jeffery B. Floyd
Vinson & Elkins L.L.P.
2300 First City Tower
Houston, Texas 77002-6760
(713) 758-2222
(713) 758-2346 (Fax)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering aggregate fee
registered price offering
per share* price*
Common
Stock, 25,000 shares $5.28 $132,031 $37
$.01 par
value
*Estimated, solely for purposes of calculating the registration
fee, in accordance with Rule 457(h) on the basis of the price of
securities of the same class, as determined in accordance with
Rule 457(c), using the average of the high and low prices
reported on the New York Stock Exchange for the Common Stock on
December 22, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Securities and Exchange Commission (the "Commission") by Global
Industries, Ltd, a Louisiana corporation (the "Company"), under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(File No. 2-56600) are incorporated herein by reference and made
a part hereof:
(a) Annual Report on Form 10-K for the year ended March
31, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1998 and September 30, 1998; and
(c) description of the Company's Common Stock, par value
$.01 per share ("Common Stock"), contained in the
Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act as declared effective by
the Commission on February 10, 1993.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this Registration Statement, prior to the
filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
The Company will provide without charge to any person to whom
a copy of this Registration Statement has been delivered, upon
written or oral request, a copy of any or all of the foregoing
documents incorporated herein by reference (other than exhibits
to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should
be directed to Global Industries, Ltd., 107 Global Circle,
Lafayette, Louisiana 70503, Attention: Secretary, telephone
(318) 989-0000.
The audited consolidated financial statements of the Company
incorporated by reference in this Registration Statement, to the
extent and for the periods indicated in their reports, have been
audited by Deloitte & Touche LLP, independent public accountants,
and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company has authority under Section 83 of the Business
Corporation Law of the State of Louisiana to indemnify its
officers, directors, employees and agents to the extent provided
in such statute. Article VI of the Company's Bylaws provides for
indemnification of the Company's officers, directors, employees
and agents to the fullest extent permitted by the Business
Corporation Law of the State of Louisiana.
The Company has entered into Indemnification Agreements with
each of its directors. The Indemnification Agreements provide
that, to the extent the Company maintains directors' and
officers' liability insurance policies, each director will be
named as an insured under such policies. The Indemnification
Agreements also provide that the Company will indemnify each
director against losses and expenses as a result of a claim or
claims made against him for any act, failure to act or neglect or
breach of duty, including any error, misstatement or misleading
statement committed, suffered, permitted or acquiesced in by the
director, or any of the foregoing alleged by any claimant, or any
claim against the director or executive officer solely by reason
of him being a director or officer of the Company, subject to
certain exclusions. The Indemnification Agreements also provide
certain procedures regarding the right to indemnification and for
the advancement of expenses.
Section 24 of the Business Corporation Law of the State of
Louisiana permits the limitation of directors' personal liability
to the corporation or its shareholders for monetary damages for
breach of fiduciary duties as a director except in certain
situations including the breach of a director's duty of loyalty
or acts or omissions not made in good faith. Article VI of the
Company's Articles of Incorporation includes such a limitation
and limits directors' personal liability to the extent permitted
by Section 24. Article VI of the Company's Bylaws provides that
the Company may maintain insurance, at its expense, to protect
itself and any of its directors, officers, employees or agents or
any person serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any expense,
liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or
loss under the Louisiana Business Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission,
each of the following exhibits is filed herewith:
4.1 - Global Industries, Ltd. Non-Employee Directors
Compensation Plan.
4.2 - Amended and Restated Articles of Incorporation of
the Company (incorporated by reference to
Exhibits 3.1 and 3.3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-56600)).
4.3 - Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (Registration No. 33-56600)).
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1).
24.1 - Powers of Attorney (included on the signature page
to this Registration Statement).
UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(b) 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 hereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(c) 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 paragraphs (1)(a) and (1)(b) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in 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 thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 30th day of December, 1998.
GLOBAL INDUSTRIES, LTD
By: /s/ Peter S. Atkinson
Peter S. Atkinson
Vice President,Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William J. Dore'
and Peter S. Atkinson, or either of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated as of the 30th day
of December, 1998.
Signature Title
/s/ William J. Dore' Chairman of the Board, President
William J. Dore' and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter S. Atkinson Vice President, Chief Financial
Peter S. Atkinson Officer
(Principal Financial and Accounting
Officer)
/s/ James C. Day Director
James C. Day
/s/ Edward P. Djerejian Director
Edward P. Djerejian
/s/ Myron J. Moreau Director
Myron J. Moreau
/s/ Michael J. Pollock Director
Michael J. Pollock
EXHIBIT INDEX
Exhibit Description
Number
4.1 - Global Industries, Ltd. Non-Employee
Directors Compensation Plan.
4.2 - Amended and Restated Articles of
Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Regis
tration No. 33-56600)).
4.3 - Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1
(Registration No. 33-56600)).
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Vinson & Elkins L.L.P. (included
in Exhibit 5.1).
24.1 - Power of Attorney (included on the signature
page to this Registration Statement).
GLOBAL INDUSTRIES, LTD.
NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
1. Purposes of the Plan
The Global Industries, Ltd. Non-Employee Directors Compensation
Plan (the "Plan") is intended to provide a method for attracting and
retaining qualified outside directors for Global Industries, Ltd.
(the "Company") and to encourage them to devote their best efforts to
the business of the Company, thereby advancing the interests of the
Company and its shareholders. The Plan shall be effective as of
September 1, 1998.
2. Administration of the Plan
The Plan shall be administered by the Board of Directors of the
Company, who is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the provisions
of the Plan, as he or she may deem advisable to carry out the Plan.
All expenses incurred in connection with the administration of the
Plan shall be borne by the Company.
3. Eligibility and Participation in the Plan
(a) Eligibility. Each director of the Company who is not an
employee of the Company or any subsidiary or affiliate of the Company
(a "Non-employee Director") shall participate in the Plan.
(b) Conversion or Deferral of Director's Fees. Each Non-employee
Director may elect with respect to all or any designated portion of
the cash director's fees, whether annual, periodic or special (but
not expense reimbursements) to be earned by such director for
services rendered ("Cash Compensation") to (i) defer receipt of all
or any designated portion of his or her Cash Compensation for the
Service Period (as defined below) or (ii) receive up to $20,000 of
his or her Cash Compensation for the Service Period in shares of
Common Stock of the Company in each case by filing with the Company
an election in accordance with the terms of this Plan; provided that
if any Non-employee Director shall fail to elect for any Service
Period (other than the initial Service Period) to defer to Stock
Units and/or to receive Common Stock in lieu of current Cash
Compensation equal to at least $20,000 in the aggregate, then such
Non-employee Director shall be deemed to have elected to receive
shares of Common Stock in lieu of Cash Compensation to the extent
necessary so that such Non-employee Directors total deferral to Stock
Units and conversions to Common Stock shall equal $20,000.
(c) Time of Making Elections. Any election which may be made
under the Plan shall be made with respect to a twelve consecutive
month period ("Service Period") during which services are rendered by
an eligible director and must be made not later than the date
immediately preceding the first day of such Service Period (or if
later, the date the person is first elected or appointed as a
director). On and after January 1, 1999, the Service Period for each
participant shall commence on January 1 and end on December 31 of
each year. As a result of the timing of the effective date of the
Plan, the Service Period for calendar 1998 shall be for the period
commencing on September 15, 1998 and ending on December 31, 1998.
(d) Manner of Electing. Each Non-employee Director may make
elections by giving written notice to the Company in the manner and
form prescribed by the Secretary. Such notice shall include:
(i) the percentage, if any, of Cash Compensation to be
deferred;
(ii) the percentage of the deferred compensation, if any, that
will be deferred into each of the "Cash Fund" and "Stock
Units;"
(iii)an election of the time and manner of payment of any
deferred compensation in accordance with paragraph 5(a)
of the Plan; and
(iv) the percentage, if any, of Cash Compensation to be paid
in shares of Common Stock.
(e) Nature of Elections. A participant's election for a Service
Period shall continue in effect for future Service Periods until
modified or revoked by written notice to the Company from such partic
ipant. Any such modification or revocation shall be effective
prospectively only from the first day of the Service Period following
the giving of such notice. A modification or revocation of an
existing election shall be made in the manner and form prescribed by
the Secretary.
4. Deferred Compensation Accounts
(a) Establishment of Deferral Accounts. The Company shall
establish a deferred compensation bookkeeping account (the "Deferral
Account") for each Non-employee Director.
(b) Amounts Deferred to Cash Fund. For Cash Compensation deferred
to the Cash Fund, the Deferral Account will be credited (i) at the
time such amount would otherwise be payable, with the amount of any
Cash Compensation receipt of which the participant has elected to
defer to the Cash Fund, and (ii) at the end of each calendar quarter
(or the date of any valuation in the event of a payment prior to the
end of a quarter), as additional deferred fees, a dollar amount equal
to simple interest calculated based upon the prime rate published in
The Wall Street Journal on the last business day of such quarter (or
of the last preceding quarter in the event of a payment prior to the
end of a quarter) ("Interest Equivalents") on the average daily
balance during such quarter of such Deferral Account deferred to the
Cash Fund.
(c) Amounts Deferred to Stock Units. (1) For Cash Compensation
deferred to Stock Units, the Deferral Account will be credited (i) at
the time such amount would otherwise be payable, with a number of
Stock Units equal to the number of shares of Common Stock of the
Company which theoretically could have been purchased with such Cash
Compensation receipt of which the participant has elected to defer to
Stock Units, based upon the average of the closing prices of the
Common Stock of the Company on the twenty trading days preceding such
date, and (ii) on each date on which a cash dividend is paid on the
Common Stock of the Company, with a number of Stock Units equal to
the number of shares of Common Stock of the Company which
theoretically could have been purchased with the amount of dividends
payable on a number of shares equal to the number of Stock Units in
the participant's Deferral Account on the day preceding the payment
of such dividend, based upon the average of the closing prices of the
Common Stock of the Company on the twenty trading days preceding the
date of payment of the dividend. (2) If, and whenever, the Company
shall effect a subdivision or consolidation of the Common Stock of
the Company or the payment of a stock dividend on the Common Stock of
the Company, (i) in the event of an increase in the number of
outstanding shares of the Common Stock of the Company, the number of
Stock Units credited to each participant's Deferral Account shall be
proportionately increased and (ii) in the event of a reduction in the
number of outstanding shares of Common Stock of the Company, the
number of Stock Units credited to each participant's Deferral Account
shall be proportionately reduced. In the event of stock dividends,
spin offs of assets or other extraordinary dividends, stock splits,
recapitalizations, mergers, consolidations, reorganizations,
liquidations, combinations, exchanges, issuances of rights or
warrants and similar transactions or events not otherwise provided
for in the preceding sentence, any outstanding Stock Units shall be
subject to adjustment by the Board of Directors of the Company in its
discretion as to the number of shares of Common Stock or other
consideration comprising a Stock Unit. Subject to adjustment as
provided in the preceding sentence, each Stock Unit shall be the
equivalent of one share of Common Stock of the Company for all
purposes under the Plan. Stock Units shall exist only for purposes
of the Plan and matters related thereto, and in no event shall any
participant have any right to receive any actual share of Common (or
other security) of the Company by reason thereof or have any right as
a stockholder of the Company by reason thereof.
(d) Annual Statement. As promptly as practicable following the
close of each calendar year, a statement will be provided to each
participant showing the balance of such participant's Deferral
Account as of the most recent December 31.
5. Payment of Deferred Fees
(a) Payment Election Generally. Prior to the first day of each
Service Period, a participant shall elect, subject to the provisions
of Paragraphs (b), (c) and (d) below, the time (which may not be
prior to the date which is six months after he or she ceases to be a
member of the Board) and the manner (which may either be a lump sum
payment or semi-annual installment payments over a specified term not
to exceed 10 years) for payment of amounts credited to his or her
Deferral Account during such Service Period. Any such elections
regarding the time and manner of payment of amounts credited to a
participant's Deferral Account shall be irrevocable once made. In
the absence of direction by a participant regarding the time or
manner of payment of amounts credited to his or her Deferral Account
during a particular Service Period, such amounts shall be distributed
in accordance with the election made in the most recent written
notice provided pursuant to paragraph 3(d) for a prior Service
Period.
(b) Payment Upon Death. In the event of a participant's death or
termination of service due to illness or disability, the balance of
such participant's Deferral Account, computed as of the date of his
or her death or termination of service due to illness or disability,
shall be paid in one lump sum to the participant or his or her
designated beneficiary, as the case may be, as soon as reasonably
possible. A participant, by written instrument filed with the
Company in such manner and form as it may prescribe, may designate
one or more beneficiaries to receive payment of the amounts credited
to his or her Deferral Account in the event of his or her death. Any
such beneficiary designation may be changed from time to time prior
to the death of the participant. In the absence of a beneficiary
designation on file with the Company at the time of a participant's
death, the executors or administrator of the participant's estate
shall be deemed to be his or her designated beneficiary.
(c) Payment Upon Plan Termination. In the event the Plan is
terminated by the Company, the balance of each participant's Deferral
Account, computed as of the day immediately following the six-month
anniversary of the date of such Plan termination, shall be paid to
such participant in one lump sum as soon as practicable after such
date.
(d) Payment Upon Change of Control. With respect to any
participant that ceases to be a director of the Company (or any
successor) as a result of or in connection with a change of control
that is not approved, recommended and supported by at least two-
thirds of the directors that were also directors prior to the occur
rence of any such change of control, the balance of such
participant's Deferral Account, computed as of the later of the date
such participant ceases to be a director of the Company or the date
of such change of control, shall be paid to such participant in one
lump sum as soon as practicable, but no later than thirty days
following such date. For purposes of the Plan, "change of control"
shall be deemed to have occurred if:
(1) any person (within the meaning of Section 13(d) or 14(d)
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any group (within the meaning of
Section 13(d)(3) under the Exchange Act), a "Person"), becomes the
"beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company (such person being referred to as an
"Acquiring Person") representing 50% or more of the total number of
votes that may be cast for the election of directors other than
beneficial ownership by (i) the Company or any subsidiary of the
Company, (ii) any employee benefit plan of the Company or any
person organized, appointed or established pursuant to the terms of
any such employee benefit plan (unless such plan or person is a
party to or is utilized in connection with a transaction led by
Outside Persons), or (iii) William J. Dore' or any person
controlling, controlled by or under common control with William J.
Dore'; or
(2) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election of directors or any combination of the
foregoing transactions (a "Transaction"), the persons who were
directors before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any successor
thereto.
For purposes of clause (1) above, the term "Outside Persons"
means any persons other than Persons described in clauses (1) (i)
or (iii) above or members of senior management of the Company in
office immediately prior to the time the Acquiring Person acquires
the beneficial ownership described in clause (1).
The determination of whether a change of control has occurred,
whether such change of control was approved, recommended or supported
by two-thirds of the directors prior to, and with respect to, such
change of control and whether any participant ceased to be a director
of the Company as a result of or in connection with such change of
control shall be made by the Board of Directors as existing at least
six months prior to the occurrence of such change of control and its
determination shall be final.
(e) Conversion of Deferral Accounts for Purposes of Payment. If a
participant has elected to receive payment of his or her Deferral
Account in a lump sum pursuant to Paragraph (a) above, the value of
his or her Deferral Account shall be determined as of the last day of
the month preceding the time which he or she has elected to receive
such payment and an amount equal to such value shall be paid to the
participant. If such participant has elected to have any portion of
his or her Deferral Account credited based on Stock Units pursuant to
Paragraph 4(c), the value of such portion of his or her Deferral
Account shall be based upon the average of the closing prices of Com
mon Stock of the Company on the twenty trading days preceding the
date of the valuation. If a participant has elected to receive
payment of his or her Deferral Account in installments pursuant to
paragraph (a) above (i) with respect to any portion of his or her
Deferral Account deferred to the Cash Fund pursuant to paragraph
4(b), the value of such portion of his or her Deferral Account shall
be determined as of the last day of the month preceding the time
which he or she has elected to commence receiving such payments and
an amount equal to the value of such portion of his or her Deferral
Account multiplied by a fraction, the numerator of which is one and
the denominator of which is the aggregate number of payments which
the participant elected, shall be paid as of each semi-annual
payment; provided, however, that any balance credited to such portion
of such participant's Deferral Account shall continue to be credited
with Interest Equivalents pursuant to paragraph 4(b), except that the
Interest Equivalents so credited shall be paid directly to the
participant, and (ii) with respect to any portion of his or her
Deferral Account credited based on Stock Units pursuant to paragraph
4(c), the number of Stock Units credited to his or her Deferral
Account shall be determined as of the last day of the month preceding
the time which he or she has elected to commence receiving such
payments and each subsequent time for payment thereafter, and such
number shall be multiplied by a fraction, the numerator of which is
one and the denominator of which is the remaining number of payments
which the participant elected, and an amount equal to the value of
the resulting number of Stock Units, based upon the average of the
closing prices of Common Stock of the Company on the twenty trading
days preceding such date, shall be paid to such participant. If
Paragraphs (b), (c) or (d) above apply, the value of a participant's
Deferral Account shall be determined as of the date specified in the
applicable paragraph and the value of any portion of his or her
Deferral Account deferred to Stock Units shall be based upon the
average of the closing prices of Common Stock of the Company on the
twenty trading days preceding such date and an amount equal to such
aggregate value of his or her Deferral Account shall be paid to the
participant or his or her designated beneficiary.
(f) Form of Payment. All payments under the Plan shall be solely
in the form of cash. Without limiting the generality of the
foregoing, nothing in the Plan shall be construed as giving any
participant any rights as a holder of common stock or any other equi
ty security of the Company as a result of such participant's
participation in this Plan or his or her election to credit his or
her Deferral Account with Stock Units.
(g) Debiting of Deferral Accounts. Once an amount has been paid
to a participant or his or her beneficiary, such amount or the Stock
Units equivalent thereof shall be debited from the participant's
Deferral Account.
6. Unforeseeable Financial Emergencies
(a) Unforeseeable Financial Emergencies. For purposes of this
paragraph 6, an "Unforeseeable Financial Emergency" shall mean an
unexpected need of a participant for cash that (i) arises from a
sudden and unexpected illness or accident of the participant or of a
dependent of a participant, loss of the participant's property due to
casualty, or similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of such participant,
(ii) would result in severe financial hardship to such participant if
his deferral election was not canceled pursuant to paragraph 6(b)
and/or if a benefit payment pursuant to paragraph 6(c) was not
permitted, and (iii) is not reasonably satisfiable from other
resources of such participant. Cash needs arising from foreseeable
events, such as the purchase of a house or education expenses for
children, shall not be considered to be the result of an
Unforeseeable Financial Emergency. Further, cash needs which may be
relieved (1) through reimbursement or compensation by insurance or
otherwise, (2) by liquidation of the participant's assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship or (3) by cessation of deferrals under the Plan
shall not be considered to be Unforeseeable Financial Emergencies.
The Board of Directors of the Company shall have the authority to
require a participant to provide such proof as it deems necessary to
establish the existence of such participant's Unforeseeable Financial
Emergency.
(b) Suspension of Deferrals. In the event that the Board of
Directors of the Company, upon written petition of a participant,
determines in its sole discretion that such participant has suffered
an Unforeseeable Financial Emergency or that such participant will,
absent termination of such participant's deferral election then in
effect under the Plan, suffer an Unforeseeable Financial Emergency,
then such participant's deferral election then in effect, if any,
shall be terminated as soon as administratively practicable after
such determination. A participant whose deferral election has been
so terminated may again elect to defer a portion of his cash
director's fees, effective as of any subsequent Service Period that
begins at lest six months after the effective date of such
termination, by executing and delivering to the Company a new
deferral election prior to the start of such Service Period.
(c) Emergency Benefit Payment. In the event that the Board of
Directors of the Company, upon written petition of a participant,
determines in its sole discretion that such participant has suffered
an Unforeseeable Financial Emergency, such participant shall be
entitled to a benefit in an amount not to exceed the lesser of (i)
the amount determined by the Board of Directors of the Company as
necessary to meet such participant's needs created by the
Unforeseeable Financial Emergency, or (ii) the then value of such
participant's Deferral Account that is deferred to the Cash Fund.
Such benefit shall be paid in a single lump sum, cash payment as soon
as administratively practicable after the Board of Directors of the
Company has made its determinations with respect to the availability
and amount of such benefit. If a participant's Deferral Account
contains more than one election with respect to the time and manner
in which amounts credited thereto will be paid to such participant,
such benefit shall be considered to have been distributed, first,
from amounts with respect to which the earliest distribution would be
made pursuant to paragraph 5(a), then, from amounts with respect to
which the next earliest distribution would be made pursuant to
paragraph 5(a), and continuing in such manner until all available
amounts have been exhausted.
7. Stock Acquisitions in Lieu of Cash Compensation
(a) Shares Subject to the Plan. The maximum number of shares of
Common Stock that may be issued under the Plan is 25,000 subject to
adjustment as provided in paragraph (c) below. Shares of Common
Stock issued pursuant to the Plan may be shares of original issuance
or treasury shares or a combination of the foregoing, as the Board of
Directors, in its discretion, shall from time to time determine;
provided, however, that if the rules of any stock exchange or stock
market on which the shares of Common Stock are listed require
stockholder approval of the Plan as a prerequisite for listing on
such stock exchange or stock market shares of Common Stock issuable
under the Plan, then, unless and until such stockholder approval is
obtained, all shares of Common Stock issued pursuant to the Plan
shall be treasury shares.
(b) The percentage of the Cash Compensation to be paid in shares
of Common Stock shall not be paid in cash, but in lieu thereof shall
be paid by the transfer of shares of Common Stock to such
Non-employee Director. On the last day of each Service Period, each
Non-employee Director who has elected to receive a portion of the
Cash Compensation in shares pursuant to the terms of this section
shall automatically and without necessity of any action by the
Company, be entitled to receive shares of Common Stock for such
percentage of the Cash Compensation pursuant to the terms and
conditions of the Plan. For purposes of the Plan, the number of
Shares shall be determined by dividing (A) the amount of the Cash
Compensation to be paid in shares by (B) the average of the closing
prices of the Common Stock on the twenty trading days preceding the
last day of the applicable Service Period. If on the last day of any
Service Period the number of shares otherwise issuable to the
Non-employee Directors hereunder would exceed the number of shares
then remaining available under the Plan, the available shares shall
be allocated among the Non-employee Directors in proportion to the
number of shares they would otherwise be entitled to receive, and the
remainder of the Cash Compensation shall be payable in cash. No
fraction of a share shall be issued by the Company pursuant to this
paragraph (b), but in lieu thereof each Non-employee Director who
would otherwise be entitled to a fraction of a share of Common Stock
shall be paid an amount in cash equal to the value of such fraction
of a share based upon the average of the closing prices of the Common
Stock on the twenty trading days preceding the last day of the
applicable Service Period.
(c) Capital Adjustments. The maximum number of shares of Common
Stock subject to the Plan shall be proportionately adjusted to
reflect any dividend or other distribution on the Company's
outstanding shares of Common Stock payable in shares of Common Stock
or any split or consolidation of the outstanding shares of Common
Stock. If the Company's outstanding shares of Common Stock shall, in
whole or in part, be changed into or exchangeable for a different
class or classes of securities of the Company or securities of
another corporation, whether through recapitalization, merger,
consolidation, reorganization or otherwise, then (subject to the
powers of the Board to amend the Plan in whole or in part the shares
which each Non-employee Director is entitled to receive on the last
day of any Service Period pursuant to paragraph (b) shall thereafter
be paid in the class, or proportionately in the classes, of
securities into which the outstanding shares of Common Stock shall
have been converted or for which they are exchangeable, and the
maximum amount of securities issuable under the Plan shall be the
number of securities into or for which such number of shares of
Common Stock would be changed or exchangeable.
(d) Rights as a Stockholder. Prior to the issue date, the
Non-employee Director shall have no rights as a stockholder with
respect to shares of Common Stock to be issued hereunder. Shares
issued to Non-employee Directors hereunder shall be fully vested on
the issue date notwithstanding any subsequent cessation of the status
of the participant as a Non-employee Director.
(e) Issuance of Certificates and Withholding. As promptly as
practicable following the last day of each Service Period, the
Company shall issue stock certificates registered in the name of each
Non-employee Director who is entitled to receive the shares
representing the number of whole shares determined pursuant to
paragraph (b), and shall deliver such certificates to the
Non-employee Director or his or her beneficiary.
The Company may make such provisions as it may deem appropriate for
the withholding of any federal, state or local taxes which the
Company determines it is required to withhold.
(f) Compliance with the Securities Act of 1933. The Company has
no obligation to register the shares of Common Stock issued hereunder
under the Securities Act of 1933. Each recipient of shares by
accepting such shares acknowledges that he or she is acquiring the
shares for investment and not with a view to distribution and in
addition to any other restriction on transfer provided hereunder, the
shares may not be transferred except pursuant to the requirements of
Rule 144 including the holding period thereunder, other available
exemption from registration, or an effective registration statement.
8. Prohibition Against Assignment or Encumbrance
No right, title, interest or benefit hereunder shall ever be liable
for or charged with any of the torts or obligations of a participant
or a person claiming under a participant, or be subject to seizure by
any creditor of a participant or any person claiming under a
participant. No participant or any person claiming under a
participant shall have the power to anticipate or dispose of any
right, title, interest or benefit hereunder in any manner until same
shall have been actually distributed free and clear of the terms of
the Plan.
9. Nature of the Plan
The Plan and any election agreements executed thereunder constitute
an unfunded, unsecured liability of the Company to make payments in
accordance with the provisions hereof, and neither a participant nor
any person claiming under the participant shall have any security or
other interest in any specific assets of the Company by virtue of the
Plan. Neither the establishment of the Plan, the crediting of
amounts to Deferral Account nor the setting aside of any funds shall
be deemed to create a trust. The Company at its election may fund
the payment of benefits under the Plan by setting aside and
investing, in an account on the Company's books, such funds as the
Company may from time to time determine. Legal and equitable title
to any funds so set aside shall remain in the Company, and no
participant shall have any security or other interest in such funds.
Any funds so set aside shall remain subject to the claims of the
creditors of the Company, present and future.
10. Amendment and Termination of Plan
The Company shall have the right to alter or amend the Plan or any
part thereof from time to time, except the Company shall not make any
alteration or amendment which would impair the rights of a
participant with respect to amounts theretofore credited to that
participant's Deferral Accounts. The Company may terminate the Plan
at any time. If not sooner terminated under the provisions of this
paragraph, the Plan shall terminate as of the date on which all
amounts theretofore credited to Deferral Accounts have been paid.
11. Laws Governing
The Plan and any documents executed in connection therewith shall
be construed in accordance with and governed by the laws of the State
of Texas.
Exhibit 5.1
Vinson & Elkins
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
WRITER'S TELEPHONE WRITER'S FAX
(713) 758-2194 (713) 615-5660
December 28, 1998
Global Industries, Ltd.
107 Global Circle
Lafayette, Louisiana 70503
Gentlemen:
We have acted as counsel for Global Industries, Ltd., a Louisiana
corporation (the "Company") in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), relating
to the issuance of up to 25,000 shares of the Company's Common
Stock, $.01 par value per share (the "Shares"), which may be issued
under the Global Industries, Ltd. Non-Employee Directors
Compensation Plan (the "Directors Plan").
In connection with the opinion expressed herein, we have examined
such certificates, instruments and documents and reviewed such
questions of law as we have considered necessary or appropriate.
In rendering this opinion we have relied, as to factual maters, on
such certificates and other communications of public officials and
officers of the Company as we have deemed necessary or appropriate.
Based upon the foregoing examination and review, we are of the
opinion that the Shares to be issued pursuant to the Directors
Plan, have been duly authorized for issuance and, when (a) the
Registration Statement has become effective under the Act, and
(b) the pertinent provisions of any state securities laws, as may
be applicable, have been complied with, and (c) the Shares are
issued in accordance with the terms of the Directors' Plan such
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not
hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act and the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Global Industries, Ltd. on Form S-8 of our report dated June 12, 1998,
appearing in the Annual Report on Form 10-K of Global Industries, Ltd. for
the year ended March 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
December 29, 1998
