As filed with the Securities and Exchange Commission
on March 12, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
STOLT COMEX SEAWAY S.A.
(Exact name of registrant as specified in its charter)
LUXEMBOURG NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
C/O STOLT COMEX SEAWAY M.S. LTD.
BUCKSBURN HOUSE
HOWES ROAD
BUCKSBURN
ABERDEEN, SCOTLAND AB219RQ
(Address of Registrant's (Zip Code)
principal executive offices)
STOLT COMEX SEAWAY INC. 401(K) PROFIT SHARING PLAN
(Full title of the Plan)
__________
ALAN B. WINSOR, ESQ
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
STOLT-NIELSEN INC.
8 SOUND SHORE DRIVE, P. O. BOX 2300
GREENWICH, CONNECTICUT 06836
(Name and address of agent for service)
(203) 625-3667
(Telephone number, including area code,
of agent for service)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered{(2)} Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Class A Shares 500,000 $6.34375{(3)} $3,171,875{(3)} $881.79
($2.00 par value per share)
represented by American
Depositary Shares{(1)}
Participation interests in the $ 0
401(k) Profit Sharing Plan
</TABLE>
(1)A separate registration statement on Form F-6 (No. 333-8848) has been
declared effective with respect to the American Depositary Shares,
represented by American Depositary Receipts, issuable on the basis of one
American Depositary Share for each Class A Share.
(2)Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933.
(3 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
the average of the high and low price per share of the Common Stock on the
Nasdaq Stock Market on March 9, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Stolt Comex Seaway S.A.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended November 30, 1997.
(b) The Registrant's Report on Form 6-K filed with the Commission on
December 5, 1997;
(c) The Registrant's Report on Form 6-K filed with the Commission on
February 24, 1998;
(d) The Registrant's Report on Form 6-K filed the Commission on March
16, 1998;
(e) The Registrant's Report on Form 6-K for the fiscal year ended April
7, 1998;
(f) The Registrant's Report on Form 6-K filed with the Commission on May
22, 1998;
(g) The Registrant's Report on Form 6-K filed with the Commission on
July 21, 1998;
(h) The Registrant's Report on Form 6-K filed with the Commission on
October 16, 1998;
(i) The Registrant's Report on Form 6-K filed with the Commission on
February 23, 1999; and
(j) The description of the Registrant's Class A Shares contained in its
registration statement on Form 8-A filed with the Commission under
the Exchange Act on June 11, 1998 and all reports filed for the
purpose of updating that description.
All reports filed by the Registrant or the Stolt Comex Seaway Inc. 401(k)
Profit Sharing Plan with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall, except to the extent otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify any present or former director or officers to the fullest
extent permitted by law against liability and all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding
(whether civil, criminal, or otherwise, including appeals), actual or
threatened, in which he becomes involved as a party or otherwise, by virtue of
his being or having been such director or officer, and against amounts paid or
incurred by him in the settlement thereof; provided, however, that the
Registrant is not obligated to provide such indemnification or reimbursement;
(i) against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; (ii) with respect to any matter
as to which he shall have been finally adjudicated to have acted in bad faith
and not in the interest of the Registrant; or (iii) in the event of a
settlement, unless the settlement has been approved by the court or by the
Board of Directors. Such indemnification includes, without limitation,
attorneys' fees, costs, judgment, and amounts paid in settlement.
In each case, the enforceability of the Registrant's obligation to
indemnify, pay or reimburse a director or officer would be limited by the laws
of Luxembourg. The Registrant has been advised by Elvinger, Hoss & Prussen,
its Luxembourg counsel, that under Luxembourg law indemnification of directors
and officers is a matter of contract, and that the Articles of Incorporation
would be enforceable as such as a contract.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Deposit Agreement dated as of June 25, 1998 among the Registrant,
Citibank, N.A., as depositary, and all holders and beneficial owners
from time to time of American Depositary Receipts issued thereunder
(incorporated by reference from Exhibit A to the Registrant's
Registration Statement on Form F-6 (No. 333-8848) filed with the
Commission on May 29, 1998).
5 In lieu of filing an opinion of counsel as to compliance with ERISA
or an Internal Revenue Service determination letter that the 401(k)
Profit Sharing Plan is qualified under Section 401 of the Internal
Revenue Code, the undertaking permitted by Item 8.(b) of Form S-8 is
included in Item 9.(d) of this Registration Statement.
23.1 Consent of Arthur Andersen
23.2 Consent of Elvinger, Hoss & Prussen
II-11
<PAGE>
24.1 Power of Attorney for Jacob Stolt-Nielsen, Jr.
24.2 Power of Attorney for Christopher J. Wright
24.3 Power of Attorney for J. Frithjof Skouveroe
24.4 Power of Attorney for John P. Laborde
24.5 Power of Attorney for Fernand Poimboeuf
24.6 Power of Attorney for Mark Woolveridge
__________
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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.
(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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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.
(c) 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 described in Item 6, 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. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The registrant will submit the Stolt Comex Seaway Inc. 401(k) Profit
Sharing Plan, as amended (the "Plan"), to the Internal Revenue Service (the
"IRS") for qualification under Section 401 of the Internal Revenue Code in a
timely manner and will make all changes required by the IRS in order to
qualify the Plan.
II-22
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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, Texas, on this 10th day of March,
1999.
STOLT COMEX SEAWAY S.A.
By: /S/ BERNARD VOSSIER
Bernard Vossier
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ BERNARD VOSSIER Principal Executive Officer March 10, 1999
Bernard Vossier and Chief Executive Officer
/S/ PAUL FRIKSTAD Principal Financial Officer and March 10, 1999
Paul Frikstad Principal Accounting Officer
* Chairman of the Board of Directors March 10, 1999
Jacob Stolt-Nielsen, Jr.
* Deputy Chairman of the March 10, 1999
Christopher J. Wright Board of Directors
* Director March 10, 1999
J. Frithjof Skouveroe
* Director March 10, 1999
John P. Laborde
* Director March 10, 1999
Fernand Poimboeuf
* Director March 10, 1999
Mark Woolveridge
*By: /S/ ALAN B. WINSOR
Alan B. Winsor
Attorney-in-Fact
S-11
<PAGE>
STOLT-NIELSEN INC.
duly authorized representative in the
United States of each foreign person
signing this Registration Statement
By: /S/ ALAN B. WINSOR
Name: Alan B. Winsor
Title: Senior Vice President, Secretary
and General Counsel
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 March 10, 1999.
STOLT COMEX SEAWAY INC.
401(K) PROFIT SHARING PLAN
By: /S/ MARK A. WADDELL
Title: Human Resources Director/Trustee
of Stolt Comex Seaway Inc.,
the Plan Administrator
S-22
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation
by reference in this registration of our report dated February 20, 1998
included in Stolt Comex Seaway S.A.'s Form 20-F for the year ended
November 30, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen
Glasgow, Scotland
March 11, 1999
EXHIBIT 23.2
[LETTERHEAD OF
ELVINGER, HOSS & PRUSSEN]
23rd December 1998
To: Mr. Johan Rasmussen, Stolt Comex Seaways
From: Jean Hoss
Dear Sirs,
I refer to the Form S-8 Registration Statement filed by Stolt Comex
Seaway S.A., a company incorporated under Luxembourg law with the
Securities and Exchange Commission of the United States of America in
connection with the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan.
We consent to be named therein and confirm the statements made on our
behalf.
We also agree that this consent be filed as Exhibit 23.2 of such Form S-
8.
Sincerely,
/s/ Patrick Santer
for Jean Hoss
Patrick Santer
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ JACOB STOLT-NIELSON, JR.
Jacob Stolt-Nielson, Jr.
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ CHRISTOPHER J. WRIGHT
Christopher J. Wright
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ K. FRITHJOF SKOUVEROE
K. Frithjof Skouveroe
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ JOHN P. LABORDE
John P. Laborde
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ FERNAND POIMBOEUF
Fernand Poimboeuf
EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stolt Comex Seaway S.A. (the "Company"), does hereby make, constitute,
and appoint Bernard Vossier, Paul Frikstad and Alan B. Winsor, and each of
them acting individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be sold under, and participation interests
in, the Stolt Comex Seaway Inc. 401(k) Profit Sharing Plan, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 3rd day of March, 1999.
/S/ MARK WOOLVERIDGE
Mark Woolveridge
