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As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-86325
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
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LOUISIANA 72-1212563
<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
8000 GLOBAL DRIVE RUSSELL J. ROBICHEAUX
CARLYSS, LOUISIANA 70665 VICE PRESIDENT & GENERAL COUNSEL
(337) 583-5000 8000 GLOBAL DRIVE
(Address, including zip code, and telephone number, CARLYSS, LOUISIANA 70665
including area code, of registrant's principal executive offices) (337) 583-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
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 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 we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS (Subject To Completion, Dated June 2, 2000)
$500,000,000
Global Industries, Ltd.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
Global Industries, Ltd. may offer from time to time debt securities, preferred
stock, depositary shares, common stock or warrants. The specific terms of any
securities offered will be included in a supplement to this prospectus. The
prospectus supplement will also describe the manner in which the securities will
be offered. You should read this prospectus and any prospectus supplement
carefully before you invest.
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The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
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, 2000
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TABLE OF CONTENTS
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Page
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About This Prospectus..............................................2
Where You Can Find More Information................................2
Cautionary Statement About Forward-Looking Statements..............3
The Company........................................................4
Use of Proceeds....................................................5
Ratios of Earnings to Fixed Charges................................5
Description of Debt Securities.....................................5
Description of Capital Stock......................................10
Description of Depositary Shares..................................13
Description of Warrants...........................................15
Plan of Distribution..............................................16
Legal Matters.....................................................17
Experts...........................................................17
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $500 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of the offering and the securities to be sold. The prospectus
supplement may also add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by our company in a prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with the additional information described in the following section.
As used in this prospectus, "Global," "we," "us," and "our" refer to Global
Industries, Ltd. and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.
Our common stock is listed on the Nasdaq National Market System under the
symbol "GLBL." Our reports, proxy statements and other information may be read
and copied at the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
This prospectus constitutes part of a registration statement on Form S-3
filed with the SEC under the Securities Act of 1933. It omits some of the
information contained in the registration statement, and reference is made to
the registration statement for further information with respect to us and the
securities we are offering. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.
The SEC allows our company to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update
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and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities or until we terminate this registration statement:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
o The description of our common stock contained in our Form 8-A
registration statement filed on January 8, 1993, including any
amendment or report filed before or after the date of this prospectus
for the purpose of updating the description.
You may request a copy of these filings at no cost, by writing our company
at the following address or telephoning our company at the following number:
Global Industries, Ltd.
Attention: Chief Financial Officer
8000 Global Drive
Carlyss, Louisiana 70665
Telephone: (337) 583-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, any prospectus
supplement or any document incorporated by reference is accurate as of any date
other than the date of those documents.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These statements appear in a number of places in this prospectus and the
documents we incorporate by reference and include statements regarding our
plans, beliefs or current expectations, including the plans, beliefs and
expectations of our officers and directors.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, such forward-looking statements are not assurances of
future performance and involve risks and uncertainties. Actual results may
differ materially from anticipated results for a number of reasons, including:
o fluctuations in the prices or demand for oil and gas;
o the level of offshore drilling activity;
o operating hazards;
o industry conditions;
o foreign exchange and currency fluctuations;
o changes in laws or regulations;
o acquisition or divestitures;
o environmental matters; and
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o the availability of capital resources.
The information contained in this prospectus, and the documents
incorporated by reference into this prospectus, identify additional factors that
could affect our operating results and performance. Additional risks and
uncertainties may be included in any prospectus supplement. We urge you to
carefully consider those factors.
All forward-looking statements attributable to our company are expressly
qualified in their entirety by this cautionary statement. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, you are cautioned that the forward-looking
events discussed in this prospectus or any supplement to this prospectus might
not occur.
THE COMPANY
Global Industries, Ltd., directly and through its subsidiaries, provides
construction services to the offshore oil and gas industry in the Gulf of Mexico
and in selected international areas. Our construction services include pipeline
construction, platform installation and removal, diving services, and
construction support. We began as a provider of diving services to the offshore
oil and gas industry over 25 years ago and have expanded our business through
acquisitions, new construction, and upgrades of vessels. The Company's fleet
currently includes 72 manned vessels available for service. We have the largest
number of offshore construction vessels currently available in the Gulf of
Mexico, and our worldwide fleet includes 23 barges that have various
combinations of pipelay, pipebury, and derrick capabilities.
Our executive offices are located at 8000 Global Drive, Carlyss, Louisiana
70665, and our telephone number at our offices is (337) 583-5000.
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USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for general corporate purposes, which may include
repayment of indebtedness, the financing of capital expenditures, future
acquisitions and additions to our working capital. The net proceeds may be
invested temporarily until they are used for their stated purpose.
RATIOS OF EARNINGS TO
FIXED CHARGES
The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
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YEAR ENDED NINE MONTHS
MARCH 31, ENDED YEAR ENDED THREE MONTHS
--------------------- DECEMBER 31, DECEMBER 31, ENDED MARCH 31,
1996 1997 1998 1998(1) 1999 2000
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Ratio of earnings to
fixed charges(2)..... 14.5x 11.9x 14.0x 6.8x .4 x(3) (3)
Ratio of earnings to
fixed charges plus
dividends(2)......... 14.5x 11.9x 14.0x 6.8x .4 x(3) (3)
</TABLE>
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(1) Effective December 31, 1998, we changed our fiscal year-end to December 31
of each year.
(2) For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends: (1) earnings consist of income
before income taxes plus fixed charges, excluding capitalized interest, and
(2) fixed charges consist of interest expense (including capitalized
interest) and the estimated interest component of rent expense (one-third
of total rent expense). There were no dividends paid or accrued during the
periods presented above.
For various periods set forth, we guaranteed certain indebtedness of an
unconsolidated affiliate. The associated fixed charges related to such
indebtedness approximated $2.1 million, $1.5 million and $.9 million for
the periods ended March 31, 1998, and December 31, 1998 and 1999,
respectively, and have not been included in the computation of the ratios.
(3) Earnings were inadequate to cover fixed charges by $11.8 million for the
year ended December 31, 1999 and $10.8 million for the three months ended
March 31, 2000.
DESCRIPTION OF DEBT SECURITIES
Any debt securities issued using this prospectus ("Debt Securities") will
be our direct unsecured general obligations. The Debt Securities will be either
senior debt securities ("Senior Debt Securities") or subordinated debt
securities ("Subordinated Debt Securities").
The Senior Debt Securities and the Subordinated Debt Securities will be
issued under separate indentures between our company and a U.S. banking
institution (a "Trustee"). The Trustee for each series of Debt Securities will
be identified in the applicable prospectus supplement. Senior Debt Securities
will be issued under a "Senior Indenture" and Subordinated Debt Securities will
be issued under a "Subordinated Indenture." Together the Senior Indenture and
the Subordinated Indenture are called "Indentures."
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series that is offered by a prospectus supplement
will be described in the prospectus supplement.
We have summarized selected provisions of the Indentures below. The summary
is not complete. The forms of the Indentures have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below, we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indentures, such sections or
defined terms are incorporated by reference herein or therein, as applicable.
Capitalized terms used in this summary have the meanings specified in the
Indentures.
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GENERAL
The Indentures provide that Debt Securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the Debt Securities of any
series. (Section 301) We will determine the terms and conditions of the Debt
Securities, including the maturity, principal and interest, but those terms must
be consistent with the applicable Indenture.
The Senior Debt Securities will rank equally with all of our other senior
unsecured and unsubordinated debt ("Senior Debt"). The Subordinated Debt
Securities will be subordinated in right of payment to the prior payment in full
of all of our Senior Debt as described under "--Subordination of Subordinated
Debt Securities" and in the prospectus supplement applicable to any Subordinated
Debt Securities.
A prospectus supplement and a supplemental indenture or Board Resolutions
relating to any series of Debt Securities being offered will include specific
terms related to the offering, including the price or prices at which the Debt
Securities to be offered will be issued. These terms will include some or all of
the following:
o the title of the Debt Securities;
o whether the Debt Securities are Senior Debt Securities or Subordinated
Debt Securities;
o the total principal amount of the Debt Securities;
o the dates on which the principal of the Debt Securities will be
payable;
o the interest rate of the Debt Securities and the interest payment dates
for the Debt Securities;
o the places where payments on the Debt Securities will be payable;
o any terms upon which the Debt Securities may be redeemed at our option;
o any sinking fund or other provisions that would obligate our company to
repurchase or otherwise redeem the Debt Securities;
o whether the Debt Securities are defeasible;
o any addition to or change in the Events of Default;
o if convertible into our common stock or any of our other securities,
the terms on which such Debt Securities are convertible;
o any addition to or change in the covenants in the applicable Indenture;
and
o any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture. (Section 301)
The Indentures do not limit the amount of Debt Securities that may be
issued. Each Indenture allows Debt Securities to be issued up to the principal
amount that may be authorized by our company and may be in any currency or
currency unit designated by us.
If so provided in the applicable prospectus supplement, we may issue the
Debt Securities at a discount to their principal amount and pay less than the
entire principal amount of the Debt Securities upon declaration of acceleration
of their maturity ("Original Issue Discount Securities"). The applicable
prospectus supplement will describe all material U.S. federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities.
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SENIOR DEBT SECURITIES
The Senior Debt Securities will be unsecured senior obligations and will
rank equally with all other senior unsecured and unsubordinated debt. The Senior
Debt Securities will, however, be subordinated in right of payment to all our
secured indebtedness to the extent of the value of the assets securing such
indebtedness. Except as provided in the applicable Senior Indenture or specified
in any authorizing resolution or supplemental indenture relating to a series of
Senior Debt Securities to be issued, the Senior Indenture will not limit the
amount of additional indebtedness that may rank equally with the Senior Debt
Securities or the amount of indebtedness, secured or otherwise, that may be
incurred or preferred stock that may be issued by any of our subsidiaries.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Under the Subordinated Indenture, payment of the principal, interest and
any premium on the Subordinated Debt Securities will generally be subordinated
in right of payment to the prior payment in full of all of our Senior Debt,
including any Senior Debt Securities. The prospectus supplement relating to any
Subordinated Debt Securities will summarize the subordination provisions of the
Subordinated Indenture applicable to that series, including:
o the applicability and effect of such provisions upon any payment or
distribution of our assets to creditors upon any liquidation,
bankruptcy, insolvency or similar proceedings;
o the applicability and effect of such provisions in the event of
specified defaults with respect to Senior Debt, including the
circumstances under which and the periods in which we will be
prohibited from making payments on the Subordinated Debt Securities;
and
o the definition of Senior Debt applicable to the Subordinated Debt
Securities of that series.
The inability to make any payment due on any of the Subordinated Debt
Securities as a result of the subordination provisions of the Subordinated
Indenture described in the prospectus supplement will not prevent the occurrence
of an Event of Default under the Subordinated Debt Securities.
CONVERSION RIGHTS
The Debt Securities may be converted into other securities of our company,
if at all, according to the terms and conditions of an applicable prospectus
supplement. Such terms will include the conversion price, the conversion period,
provisions as to whether conversion will be at the option of the holders of such
series of Debt Securities or at the option of our company, the events requiring
an adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such series of Debt Securities.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons. Unless otherwise indicated in the applicable
prospectus supplement, the securities will be issued in denominations of $1,000
each or multiples thereof. (Section 302)
Subject to the terms of the applicable Indenture and the limitations
applicable to global securities, Debt Securities may be transferred or exchanged
at the corporate trust office of the Trustee or at any other office or agency
maintained by our company for such purpose, without the payment of any service
charge except for any tax or governmental charge. (Sections 305 and 1002)
GLOBAL SECURITIES
The Debt Securities of any series may be issued, in whole or in part, by
one or more global certificates that will be deposited with a depositary
identified in the applicable prospectus supplement.
No global security may be exchanged in whole or in part for Debt Securities
registered in the name of any person other than the depositary for such global
security or any nominee of such depositary unless:
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o the depositary is unwilling or unable to continue as depositary;
o an Event of Default has occurred and is continuing; or
o as otherwise provided in a prospectus supplement.
Unless otherwise stated in any prospectus supplement, The Depository Trust
Company ("DTC") will act as depository. Beneficial interests in global
certificates will be shown on, and transfers of global certificates will be
affected only through records maintained by DTC and its participants.
PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on Debt Securities on any interest payment date will be made to the
persons in whose names such Debt Securities are registered at the close of
business on the regular record date for such interest payment. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and any premium on the Debt Securities will be paid at
designated places. However, at our option, payment may be made by check mailed
to the persons in whose names the Debt Securities are registered on days
specified in the Indenture or any prospectus supplement. (Sections 1002 and
1003)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may consolidate with or merge into, or sell or lease substantially all
of our properties to any person if:
o the successor person (if any) is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any
United States jurisdiction and assumes our obligations on the Debt
Securities and under the Indentures;
o immediately after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be
continuing; and
o any other conditions specified in the applicable prospectus supplement
are met. (Section 801)
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an event of default ("Event of Default") under the
Indentures:
o failure to pay principal or premium on any Debt Securities of that
series when due;
o failure to pay any interest on any Debt Securities of that series when
due that continues for 30 days;
o failure to deposit any sinking fund payment, when due, on any Debt
Securities of that series;
o failure to perform any other covenant or the breach of any warranty in
the Indenture for 90 days after being given written notice;
o certain events of bankruptcy, insolvency or reorganization affecting
us; and
o any other Event of Default included in the applicable Indenture,
supplemental indenture or Board Resolution. (Section 501)
If an Event of Default (other than as a result of bankruptcy, insolvency or
reorganization) for any series of Debt Securities occurs and continues, the
Trustee or the holders of at least 25% in aggregate principal amount of the
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outstanding Debt Securities of that series may declare the principal amount of
the Debt Securities of that series (or, such portion of the principal amount of
such Debt Securities, as may be specified in a prospectus supplement) to be due
and payable immediately. If an Event of Default results from bankruptcy,
insolvency or reorganization, the principal amount of all the Debt Securities of
a series (or, such portion of the principal amount of such Debt Securities as
may be specified in a prospectus supplement) will automatically become
immediately due and payable. If an acceleration occurs, subject to certain
conditions, the holders of a majority of the aggregate principal amount of the
Debt Securities of that series can rescind the acceleration. (Section 502)
Other than its duties in case of an Event of Default, a Trustee is not
obligated to exercise any of its rights or powers under the applicable Indenture
at the request of any of the holders of Debt Securities, unless the holders
offer the Trustee reasonable indemnity. (Section 603) Subject to the
indemnification of the Trustees, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series. (Section 512)
The holders of Debt Securities of any series will not have any right to
institute any proceeding with respect to the applicable Indenture, unless:
o the holders have given written notice to the Trustee of an Event of
Default;
o the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series have made written request,
and have offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee; and
o the Trustee fails to institute such proceeding, and has not received
from the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of that series a direction inconsistent
with such request, within 60 days after such notice, request and offer.
(Section 507)
Such limitations do not apply, however, to a suit instituted by a holder of
Debt Securities for the enforcement of payment of the principal, interest or
premium on such Debt Securities on or after the applicable due date. (Section
508)
We will be required to furnish to each Trustee annually within 120 days of
the end of each fiscal year a statement by certain of our officers as to whether
or not we are in default in the performance of any of the terms of the
applicable Indenture. (Section 1004)
MODIFICATION AND WAIVER
Under each Indenture, our rights and obligations and the rights of holders
may be modified with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected by
the modification. No modification of the principal or interest payment terms,
and no modification reducing the percentage required for modifications, however,
is effective against any holder without its consent.
DEFEASANCE AND COVENANT DEFEASANCE
If, and to the extent, indicated in the applicable prospectus supplement,
we may elect, at our option at any time, to have the provisions of the
Indentures, relating to defeasance and discharge of indebtedness and to
defeasance of certain restrictive covenants, applied to the Debt Securities of
any series, or to any specified part of a series. (Section 1301)
Defeasance and Discharge. The Indentures provide that, upon the exercise of
our option (if any), we will be discharged from all our obligations with respect
to the applicable Debt Securities upon the deposit in trust for the benefit of
the holders of such Debt Securities of money or U.S. government obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Debt Securities on the
respective stated maturities in accordance with the terms of the applicable
Indenture and such Debt Securities. Any additional conditions to the discharge
of our obligations with respect to a series of Debt Securities will be described
in an applicable prospectus supplement. (Sections 1302 and 1304)
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Defeasance of Certain Covenants. The Indentures provide that, upon the
exercise of our option (if any), we may omit to comply with certain restrictive
covenants described in an applicable prospectus supplement, the occurrence of
certain Events of Default as described in an applicable prospectus supplement
will not be deemed to either be or result in an Event of Default and, if such
Debt Securities are Subordinated Debt Securities, the provisions of the
Subordinated Indenture relating to subordination will cease to be effective, in
each case with respect to such Debt Securities. In order to exercise such
option, we must deposit, in trust for the benefit of the holders of such Debt
Securities, money or U.S. government obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Debt Securities on the respective stated
maturities in accordance with the terms of the applicable Indenture and such
Debt Securities. Any additional conditions to exercising this option with
respect to a series of Debt Securities will be described in an applicable
prospectus supplement. (Sections 1303 and 1304)
NOTICES
Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they may appear in the security register. (Sections
101 and 106)
TITLE
We, the Trustees and any agent of ours or of a Trustee may treat the person
in whose name a Debt Security is registered as the absolute owner of the Debt
Security, whether or not such Debt Security may be overdue, for the purpose of
making payment and for all other purposes. (Section 308)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)
DESCRIPTION OF CAPITAL STOCK
Pursuant to our articles of incorporation, our authorized capital stock
consists of 150,000,000 shares of common stock and 30,000,000 shares of
preferred stock. As of May 5, 2000, we had 91,849,801 shares of common stock
outstanding, and no shares of preferred stock outstanding.
COMMON STOCK
Our common shareholders are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of our common
shareholders. Our common shareholders do not have cumulative voting, preemptive,
subscription, redemption or conversion rights.
Our common shareholders are entitled to receive ratably any dividends
declared by our board of directors out of funds legally available for the
payment of dividends. Dividends on our common stock are, however, subject to any
preferential dividend rights of outstanding preferred stock. We do not intend to
pay cash dividends on our common stock in the foreseeable future, and certain of
our financing arrangements restrict the payment of cash dividends.
Upon our liquidation, dissolution or winding up, our common shareholders
are entitled to receive ratably our net assets available after payment of all of
our debts and other liabilities. Any payment is, however, subject to the prior
rights of any outstanding preferred stock.
The common stock will, when issued, be fully paid and non-assessable.
Our common stock is admitted for trading on the Nasdaq National Market and
trades under the symbol "GLBL."
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PREFERRED STOCK
The following summary describes certain general terms of our authorized
preferred stock. If we offer preferred stock, a description will be filed with
the SEC and the specific terms of the preferred stock will be described in the
prospectus supplement, including the following terms:
o the series, the number of shares offered and the liquidation value of
the preferred stock;
o the price at which the preferred stock will be issued;
o the dividend rate, the dates on which the dividends will be payable and
other terms relating to the payment of dividends on the preferred
stock;
o the liquidation preference of the preferred stock;
o the voting rights of the preferred stock;
o whether the preferred stock is redeemable or subject to a sinking fund,
and the terms of any such redemption or sinking fund;
o whether the preferred stock is convertible or exchangeable for any
other securities, and the terms of any such conversion; and
o any additional rights, preferences, qualifications, limitations and
restrictions of the preferred stock.
Our articles of incorporation allows our board of directors to issue
preferred stock from time to time in one or more series, without any action
being taken by our shareholders. Subject to the provisions of our articles of
incorporation and limitations prescribed by law, our board of directors may
adopt resolutions to issue shares of a series of our preferred stock, and
establish their terms. These terms may include:
o voting powers;
o designations;
o preferences;
o dividend rights;
o terms of redemption;
o redemption process;
o conversion or exchange rights; and
o any other terms permitted to be established by our articles of
incorporation and by applicable law.
The preferred stock will, when issued, be fully paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
Certain provisions in our articles of incorporation and bylaws may
encourage persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with our board of directors rather than pursue
non-negotiated takeover attempts.
No Written Consent of Shareholders. Our articles of incorporation
provides that any action required or permitted to be taken by our shareholders
must be taken at a duly called annual or special meeting of our shareholders.
Special
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<PAGE> 14
meetings of our shareholders may be called only by the chairman of our board of
directors, the president, a majority of the board of directors or the executive
committee of the board of directors.
Preferred Stock. Our articles of incorporation authorizes preferred
stock. Our board of directors can set the voting, redemption, conversion and
other rights relating to such preferred stock and can issue such stock in either
a private or public transaction. The issuance of preferred stock, while
providing desired flexibility in connection with possible acquisitions and other
corporate purposes, could adversely affect the voting power of holders of common
stock and the likelihood that such holders will receive dividend payments or
payments upon liquidation. In addition, issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in control of our
company.
Foreign Ownership Restrictions. Our articles of incorporation limit foreign
ownership of our capital stock to protect our ability to register our vessels
under U.S. federal law and operate our vessels in United States coastwise trade.
In order to enjoy the benefits of United States registry and United States
coastwise trade, we must maintain United States citizenship as defined in the
Shipping Act of 1916, as amended (the "Shipping Act"), and the regulations
thereunder. Under these regulations, to remain a United States citizen qualified
to engage in coastwise trade, our president or chief executive officer and
chairman of the board of directors must be United States citizens, and a
majority of a quorum of our board of directors must be United States citizens.
Further, at least 75% of the ownership and voting power of our capital stock
must be held by United States citizens, as defined in the Shipping Act and the
regulations thereunder.
Under our articles of incorporation, any transfer of any shares of capital
stock is void and ineffective as against the Company if it would result in one
or more persons who is not a United States citizen for purposes of United States
coastwise domestic shipping (as defined in the Shipping Act) owning or
controlling 23% of our capital stock or voting power (or, if different, 2% less
than the percentage - currently 25% - that would prevent the company from being
a United States citizen for purposes of engaging in United States coastwise
domestic shipping). Moreover, if at any time ownership of capital stock or
voting power (either of record or beneficial) by non-United States citizens
exceeds 23% (or the permitted percentage, if different), we may withhold payment
of dividends on, and may suspend the voting rights of, the shares deemed to be
in excess of the permitted percentage.
Our common stock certificates bear legends concerning these restrictions on
ownership by non-United States citizens. In addition, the bylaws authorize the
board of directors (1) to require, as a condition to any transfer of shares on
the records of the Company, representations and other proof as to the identity
of existing or prospective shareholders and (2) to establish and maintain a dual
stock certificate system under which different forms of certificates may be used
to indicate whether or not the owner is a United States citizen.
Restrictions on Nomination of Directors and Shareholder Proposals. Our
bylaws establish an advance notice procedure for shareholder nominations of
candidates for election as directors as well as for other shareholder proposals
to be considered at shareholders' meetings. Notice of shareholder proposals and
shareholder director nominations must be given in writing to the Company's
secretary prior to the meeting at which such proposals and/or nomination are
being considered and at least 90 days prior to the anniversary date of the last
annual meeting. In the case of an election at a special meeting, notice must be
given not later than the earlier of the tenth day after the day the special
meeting notice was first mailed to shareholders or otherwise publicly disclosed.
Any notice from a shareholder presenting a proposal or nominating a person
to be a director must contain information about the shareholder and, in the case
of director nominations, all information that would be required to be included
in a proxy statement soliciting proxies for the nominee's election (including
the nominee's written consent to serve as a director if elected). If a meeting's
presiding officer determines that a shareholder's proposal or nomination is not
made in accordance with these procedures, the proposal or nomination may be
disregarded.
Business Combinations under Louisiana Law. As permitted by Louisiana law,
our articles of incorporation expressly authorize the board of directors, when
considering a tender offer, exchange offer, merger or consolidation, to
consider, among other factors, the social and economic effects of the proposals
on the company, our subsidiaries and our employees, customers, creditors and
communities.
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<PAGE> 15
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Section 24 of the Louisiana Business Corporation Law authorizes
corporations to limit or eliminate the personal liability of officers and
directors to corporations and their shareholders for monetary damages for breach
of officers' and directors' fiduciary duties, except for:
o any breach of the officer's or director's duty of loyalty to our
company or our shareholders;
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 92D of the Louisiana Business
Corporation Law; or
o any transaction from which the officer or director derived an improper
personal benefit.
Our articles of incorporation limits the liability of our officers and
directors to our company and our shareholders to the fullest extent permitted by
Louisiana law. The inclusion of these provisions in our articles of
incorporation may reduce the likelihood of derivative litigation against our
officers and directors, and may discourage or deter shareholders or management
from bringing a lawsuit against our officers and directors for breach of their
duty of care, even though such an action, if successful, might have otherwise
benefitted our company and our shareholders.
Both our articles of incorporation and bylaws provide indemnification to
our officers and directors and certain other persons with respect to certain
matters to the maximum extent allowed by Louisiana law as it exists now or may
hereafter be amended. The company has entered into indemnification agreements
with each of our directors, which provide for our directors and officers to be
named as insureds under any directors' and officers' liability insurance
policies maintained by the company. The indemnification agreements also provide
that the company will indemnify each director against losses and expenses
resulting from a claim or claims made against such director for any act, failure
to act or neglect or breach of duty, including: (1) any error, misstatement or
misleading statement committed, suffered, permitted or acquiesced in by the
director, or (2) any of the foregoing alleged by any claimant, or any claim
against the director or executive officer solely by reason of such person 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. These provisions,
however, do not alter the liability of officers and directors under federal
securities laws and do not affect the right to sue, nor to recover monetary
damages, under federal securities laws for violations thereof.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock, and
the prospectus supplement will indicate that fraction. The shares of preferred
stock represented by depositary shares will be deposited under a deposit
agreement between our company and a depositary that is a bank or trust company
that meets certain requirements and is selected by us. Each owner of a
depositary share will be entitled to all of the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the deposit agreement.
Depositary receipts will be distributed to those persons purchasing the
fractional shares of preferred stock in accordance with the terms of the
offering.
We have summarized selected provisions of the deposit agreement and the
depositary receipts, but the summary is qualified by reference to the provisions
of the depositary agreement and the depositary receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the depositary will distribute such dividends
to the record holders of such depositary shares. If the distributions are in
property other than cash, the depositary will distribute the property to the
record holders of the depositary shares. If the
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<PAGE> 16
depositary determines, however, that it is not feasible to make the distribution
of property, the depositary may, with our approval, sell such property and
distribute the net proceeds from such sale to the holders of the preferred
stock.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary shares,
the depositary will redeem the depositary shares from the proceeds received by
the depositary in connection with the redemption. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the depositary will
mail the notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares on the record
date, which will be the same date as the record date for the preferred stock,
may instruct the depositary as to how to vote the preferred stock represented by
such holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by such
depositary shares in accordance with such instructions, and we will take all
action that the depositary deems necessary in order to enable the depositary to
do so. The depositary will abstain from voting shares of the preferred stock to
the extent it does not receive specific instructions from the holders of
depositary shares representing such preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between the
depositary and us. Any amendment that materially and adversely alters the rights
of the holders of depositary shares will not, however, be effective unless such
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
the depositary or our company only if (1) all outstanding depositary shares have
been redeemed or (2) there has been a final distribution in respect of the
preferred stock in connection with any liquidation, dissolution or winding up of
our company and such distribution has been distributed to the holders of
depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer fees and other taxes and governmental charges and any other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the deposit
agreement to be for their accounts.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of depositary receipts at the principal office of the
depositary, subject to the terms of the deposit agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the depositary will deliver to such
holder at the same time a new depositary receipt evidencing the excess number of
depositary shares. Holders of preferred stock thus withdrawn may not thereafter
deposit those shares under the deposit agreement or receive depositary receipts
evidencing depositary shares therefor.
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<PAGE> 17
MISCELLANEOUS
The depositary will forward to holders of depositary receipts all reports
and communications from our company that are delivered to the depositary and
that we are required to furnish to the holders of the preferred stock.
Neither the depositary nor our company will be liable if we are prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. The obligations of the depositary and
our company under the deposit agreement will be limited to performance in good
faith of our duties thereunder, and we will not be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. We may rely upon written
advice of counsel or accountants, or upon information provided by persons
presenting preferred stock for deposit, holders of depositary receipts or other
persons believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to our company
of its election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. Such successor depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least
$100 million.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock,
depositary shares or common stock. Warrants may be issued independently or
together with debt securities, preferred stock, depositary shares or common
stock offered by any prospectus supplement and may be attached to or separate
from any such offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between our company and a bank or
trust company, as warrant agent, all as set forth in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely
as an agent of our company in connection with the warrants and will not assume
any obligation or relationship of agency or trust for or with any holders of
warrants or beneficial owners of warrants.
Reference is made to the prospectus supplement relating to the particular
issue of warrants offered thereby for the terms of and information relating to
such warrants, including, where applicable:
o the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon exercise of
warrants to purchase debt securities and the price at which such debt
securities may be purchased upon such exercise;
o the number of shares of common stock purchasable upon the exercise of
warrants to purchase common stock and the price at which such shares of
common stock may be purchased upon such exercise;
o the number of shares and series of preferred stock or depositary shares
purchasable upon the exercise of warrants to purchase preferred stock
and the price at which such shares of such series of preferred stock or
depositary shares may be purchased upon such exercise;
o the designation and number of units of other securities purchasable
upon the exercise of warrants to purchase other securities and the
price at which such other securities may be purchased upon such
exercise;
o the date on which the right to exercise such warrants will commence and
the date on which such right will expire;
o United States federal income tax consequences applicable to such
warrants;
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<PAGE> 18
o the amount of warrants outstanding as of the most recent practicable
date; and
o any other terms of such warrants.
Warrants will be issued in registered form only. The exercise price for warrants
will be subject to adjustment in accordance with the applicable prospectus
supplement.
Each warrant will entitle the holder thereof to purchase such principal
amount of debt securities or such number of shares of preferred stock,
depositary shares, common stock or other securities at such exercise price as
shall in each case be set forth in, or calculable from, the prospectus
supplement relating to the warrants, which exercise price may be subject to
adjustment upon the occurrence of certain events as set forth in such prospectus
supplement. After the close of business on the expiration date, or such later
date to which such expiration date may be extended by us, unexercised warrants
will become void. The place or places where, and the manner in which, warrants
may be exercised shall be specified in the prospectus supplement relating to
such warrants.
Prior to the exercise of any warrants to purchase debt securities,
preferred stock, depositary shares, common stock or other securities, holders of
such warrants will not have any of the rights of holders of debt securities,
preferred stock, depositary shares, common stock or other securities, as the
case may be, purchasable upon such exercise, including the right to receive
payments of principal of, premium, if any, or interest, if any, on the debt
securities purchasable upon such exercise or to enforce covenants in the
applicable Indenture, or to receive payments of dividends, if any, on the
preferred stock, depositary shares or common stock purchasable upon such
exercise, or to exercise any applicable right to vote.
PLAN OF DISTRIBUTION
We may sell the offered securities:
o through underwriters or dealers;
o through agents;
o directly to one or more purchasers, including existing shareholders in
a rights offering; or
o through a combination of any such methods of sale.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless indicated in the prospectus supplement,
the underwriters must purchase all of the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
BY AGENTS
Offered securities may also be sold through agents designated by us. Unless
indicated in the prospectus supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
DIRECT SALES; RIGHTS OFFERINGS
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may also sell offered securities
upon the exercise of rights, which may be issued to our securityholders.
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<PAGE> 19
DELAYED DELIVERY ARRANGEMENTS
We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase offered securities providing for
payment and delivery on a future date specified in the prospectus supplement.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, education and charitable institutions and such other
institutions as may be approved by us. The obligations of any such purchasers
under such delayed delivery and payment arrangements will be subject to the
condition that the purchase of the offered securities will not at the time of
delivery be prohibited under applicable law. The underwriters and such agents
will not have any responsibility with respect to the validity or performance of
such contracts.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
offered securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from our company and any profit on the
resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments that the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, our company or our subsidiaries in the ordinary course of
their businesses.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form
10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated by reference herein, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
periods ended March 31, 2000 and 1999 which is incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as
stated in their report included in the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000 and incorporated by reference herein, they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the
unaudited interim financial information because those reports are not "reports"
or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
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<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by Global
Industries, Ltd. (the "Company") in connection with the issuance and
distribution of the securities covered by this Registration Statement. All
amounts are estimates, except the registration fee.
<TABLE>
<S> <C>
Registration fee............................................ $ 139,000
Fees and expenses of accountants............................ 100,000
Fees and expenses of legal counsel ......................... 200,000
Fees and expenses of Trustee and counsel.................... 25,000
Printing and engraving expenses............................. 100,000
Miscellaneous............................................... 20,000
------------
Total..................................... $ 584,000
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 83 of the Business Corporation Law of the State of Louisiana
(the "LBCL"), a Louisiana corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative, including any action
by or in right of the corporation, brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article VI of the
Company's Amended and Restated Articles of Incorporation (the "Articles of
Incorporation") provides that the Company shall indemnify its officers and
directors to the fullest extent permitted by law. Article VI of the Company's
Bylaws (the "Bylaws") provides for indemnification of each person who is or was
made a party to or was involved in any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding because such person
is, was or has agreed to become an officer or director of the Company or is a
person who is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, sole proprietorship, trust, or other enterprise
(including service with respect to employee benefit plans) to the fullest extent
permitted by the LBCL as it existed at the time the indemnification provisions
of the Articles of Incorporation and Bylaws were adopted or as the LBCL may be
thereafter amended. Article VI of the Bylaws expressly provides that it is not
the exclusive method of indemnification.
The company has entered into indemnification agreements with each of our
directors, which provide for our directors and officers to be named as insureds
under any directors' and officers' liability insurance policies maintained by
the company. The indemnification agreements also provide that the company will
indemnify each director against losses and expenses resulting from a claim or
claims made against such director for any act, failure to act or neglect or
breach of duty, including: (1) any error, misstatement or misleading statement
committed, suffered, permitted or acquiesced in by the director, or (2) any of
the foregoing alleged by any claimant, or any claim against the director or
executive officer solely by reason of such person 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. These provisions, however, do not alter the liability
of officers and directors under federal securities laws and do not affect the
right to sue, nor to recover monetary damages, under federal securities laws for
violations thereof.
Article VI of the Articles of Incorporation and Article VI of the Bylaws
also provide that the Company may maintain insurance, at its own 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 or 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 LBCL.
Section 24 of the LBCL permits the limitation of directors' personal
liability to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director except in certain situations including breach of
a director's duty of loyalty or acts or omissions not made in good faith.
Article VI of the Articles of Incorporation limits directors' personal liability
to the extent permitted by Section 24 of the LBCL.
The Underwriting Agreements that the Company may enter into with respect to
the offer and sale of securities covered by this Registration Statement will
contain certain provisions for the indemnification of the Underwriters against
civil liabilities under the Securities Act.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parentheses:
II-1
<PAGE> 21
EXHIBIT
NO. EXHIBIT
------- -------
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Preferred Stock).
*1.3 -- Form of Underwriting Agreement (Depositary Shares).
*1.4 -- Form of Underwriting Agreement (Common Stock).
*1.5 -- Form of Underwriting Agreement (Warrants).
4.1 -- Form of Common Stock certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 filed by Registrant (Reg. No.
33-56600).
**4.4 -- Form of Senior Debt Indenture.
**4.5 -- Form of Subordinated Debt Indenture.
*4.6 -- Form of Debt Securities.
*4.7 -- Form of Warrants.
*4.8 -- Form of Depositary Agreement.
*4.9 -- Form of Depositary Receipt.
*+5.1 -- Opinion of Vinson & Elkins L.L.P.
*8.1 -- Opinion of Vinson & Elkins L.L.P. relating to certain tax
matters.
II-2
<PAGE> 22
+12.1 -- Calculation of Ratios of Earnings to Fixed Charges.
+15.1 -- Letter regarding unaudited interim financial information.
+23.1 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1
and 8.1).
**24.1 -- Powers of Attorney.
*25.1 -- Form T-1 Statement of Eligibility of Trustee under the Senior
Indenture.
*25.2 -- Form T-1 Statement of Eligibility of Trustee under the
Subordinated Indenture.
---------------------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
form of Debt Securities, Warrant Agreement or Warrants, Depositary Receipts
or Depositary Agreement and any Preferred Stock certificate or certificate
of designations, (ii) any form of underwriting agreement to be used in
connection with an offering of securities, (iii) any opinions of Vinson &
Elkins L.L.P. not previously filed and (iv) any statement of eligibility of
a trustee in connection with an offering of Debt Securities.
+ Filed herewith.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(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 the 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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% 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;
provided, however, that the undertakings set forth in clauses (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 23
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933 shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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) The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d) 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 provisions set forth in Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. If 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 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.
(e) The registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
II-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, Texas on May 31, 2000.
GLOBAL INDUSTRIES, LTD.
By: /s/ WILLIAM J. DORE
------------------------------------------
William J. Dore
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed below by the following
persons in the capacities indicated on the 31st day of May, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ WILLIAM J. DORE Chairman of the Board, President, Chief
----------------------------------- Executive Officer and Director
William J. Dore (Principal Executive Officer)
/s/ PETER S. ATKINSON Vice President and Chief Financial
----------------------------------- Officer (Principal Financial and
Peter S. Atkinson Accounting Officer)
JAMES C. DAY* Director
-----------------------------------
James C. Day
EDWARD P. DJEREJIAN* Director
-----------------------------------
Edward P. Djerejian
EDGAR G. HOTARD* Director
-----------------------------------
Edgar G. Hotard
MICHAEL J. POLLOCK* Director
-----------------------------------
Michael J. Pollock
----------------------------------- Director
R.A. Rich Pattarozzi
*By: PETER S. ATKINSON
-----------------------------------
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
-------- -----------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Preferred Stock).
*1.3 -- Form of Underwriting Agreement (Depositary Shares).
*1.4 -- Form of Underwriting Agreement (Common Stock).
*1.5 -- Form of Underwriting Agreement (Warrants).
4.1 -- Form of Common Stock certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 filed by Registrant (Reg. No.
33-56600).
**4.4 -- Form of Senior Debt Indenture.
**4.5 -- Form of Subordinated Debt Indenture.
*4.6 -- Form of Debt Securities.
*4.7 -- Form of Warrants.
*4.8 -- Form of Depositary Agreement.
*4.9 -- Form of Depositary Receipt.
*+5.1 -- Opinion of Vinson & Elkins L.L.P.
*8.1 -- Opinion of Vinson & Elkins L.L.P. relating to certain tax
matters.
</TABLE>
II-6
<PAGE> 26
<TABLE>
<S> <C> <C>
+12.1 -- Calculation of Ratios of Earnings to Fixed Charges.
+15.1 -- Letter regarding unaudited interim financial information.
+23.1 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1
and 8.1).
**24.1 -- Powers of Attorney.
*25.1 -- Form T-1 Statement of Eligibility of Trustee under the Senior
Indenture.
*25.2 -- Form T-1 Statement of Eligibility of Trustee under the
Subordinated Indenture.
</TABLE>
---------------------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
form of Debt Securities, Warrant Agreement or Warrants, Depositary Receipts
or Depositary Agreement and any Preferred Stock certificate or certificate
of designations, (ii) any form of underwriting agreement to be used in
connection with an offering of securities, (iii) any opinions of Vinson &
Elkins L.L.P. not previously filed and (iv) any statement of eligibility of
a trustee in connection with an offering of Debt Securities.
+ Filed herewith.
** Previously filed.
II-7
