As filed with the Securities and Exchange Commission on July 16, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
AMERICAN OILFIELD DIVERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0918249
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
900 Town & Country Lane
Suite 400
Houston, Texas 77024
(Address, including zip code, of
registrant's principal executive offices)
American Oilfield Divers, Inc.
Amended and Restated Incentive Compensation Plan
(Full title of the plan)
__________
Rodney W. Stanley
President and Chief Executive Officer
900 Town & Country Lane
Suite 400
Houston, Texas 77024
(713) 430-1100
(Name, address, including zip code, and 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Proposed
Amount Proposed maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1) per unit offering price fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(no par value per
share) 700,000 shares $13.6875(2) $9,581,250.00(2) $2,903.41(2)
- ------------------------------------------------------------------------------------------
(1) 500,000 shares were previously registered on Form S-8 Registration
Statement No. 33-66702 for issuance through the American Oilfield
Divers, Inc. Amended and Restated Incentive Compensation Plan, formerly
the American Oilfield Divers, Inc. 1993 Incentive Compensation Plan.
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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) 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 July 10, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by American Oilfield
Divers, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Current Report on Form 8-K dated February 25, 1997;
(d) The Company's Current Report on Form 8-K dated April 10, 1997;
(e) The Company's Current Report on Form 8-K dated May 1, 1997;
(f) The Company's Current Report on Form 8-K dated May 21, 1997;
(g) All other reports filed by the Company with the Commission
pursuant to Section 13 of the 1934 Act since December 31, 1996; and
(h) The description of the Company's Common Stock included in Item 1
of the Company's Registration Statement on Form 8-A dated July 1, 1993
(File No. 0-22032) filed July 6, 1993 pursuant to Section 13 of the
1934 Act by incorporation by reference from pages 40 through 44 of the
Company's Registration Statement on Form S-1 (Registration No. 33-
63910).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities offered have
been sold or that 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 Louisiana Business Corporation Law (the "LBCL"), Section 83, gives
Louisiana corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by
reason of being or having been such directors or officers; subject to
specific conditions and exclusions gives a director or officer who
successfully defends an action the right to be so indemnified; and
authorizes Louisiana corporations to buy directors' and officers' liability
insurance. Such indemnification is not exclusive of any other rights to
which those indemnified may be entitled under any by-law, agreement,
authorization of shareholders or otherwise.
The Company's By-laws make mandatory the indemnification of directors
and officers permitted by the LBCL. The standard to be applied in evaluating
any claim for indemnification (excluding claims for expenses incurred in
connection with the successful defense of any proceeding or matter therein
for which indemnification is mandatory without reference to any such
standard) is whether the claimant acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interests of the
Company. With respect to any criminal action or proceeding, the standard is
that the claimant had no reasonable cause to believe the conduct was
unlawful. No indemnification is permitted in respect of any claim, issue or
matter as to which a director or officer shall have been adjudged by a court
of competent jurisdiction to be liable for willful or intentional misconduct
or to have obtained an improper personal benefit, unless, and only to the
extent that the court shall determine upon application that, in view of all
the circumstances of the case, he is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper.
The Company maintains liability policies to indemnify its officers and
directors against loss arising from claims by reason of their legal
liability for acts as officers and directors, subject to limitations and
conditions to be set forth in the policies.
Each of the Company's directors and executive officers has entered into
an indemnity agreement with the Company, pursuant to which the Company has
agreed under certain circumstances to purchase and maintain directors' and
officers' liability insurance. The agreements also provide that the Company
will indemnify the directors and executive officers against any costs and
expenses, judgments, settlements and fines incurred in connection with any
claim involving a director or executive officer by reason of his position as
director or officer that are in excess of the coverage provided by any such
insurance, provided that the director or officer meets certain standards of
conduct. Under the indemnity agreements, the Company is not required to
purchase and maintain directors' and officers' liability insurance if it is
not reasonably available or, in the reasonable judgment of the Board of
Directors, there is insufficient benefit to the Company from the insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in Exhibit 5).
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 foregoing
provisions, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas,
on July 15, 1997.
AMERICAN OILFIELD DIVERS, INC.
By: /s/ Rodney W. Stanley
-----------------------------
Rodney W. Stanley
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Rodney W. Stanley, Cathy M.
Green, and Quinn J. Hebert, and each of them acting individually, his
true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ------ ------
/s/ George C. Yax Director and Chairman of the Board July 2, 1997
__________________
George C. Yax
/s/ Rodney W. Stanley
_____________________ Director, President and July 15, 1997
Rodney W. Stanley Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin C. Peterson
- ---------------------- Director and Executive Vice July 15, 1997
Kevin C. Peterson President
/s/ Stephen A. Lasher
______________________ Director July 7, 1997
Stephen A. Lasher
/s/ Willam C. O'Malley
- ----------------------- Director July 15, 1997
William C. O'Malley
/s/ Cathy M. Green
- ----------------------- Vice President - Finance and July 15, 1997
Cathy M. Green Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in Exhibit 5).
Exhibit 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
July 15, 1997
American Oilfield Divers, Inc.
900 Town & Country Lane
Suite 400
Houston, Texas 77024
Gentlemen:
We have acted as counsel for American Oilfield
Divers, Inc., a Louisiana corporation (the "Company"), in
connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to
be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended,
relating to the offering by the Company of 700,000 shares
(the "Shares") of common stock, no par value for each
share, pursuant to the terms of the American Oilfield
Divers, Inc. Amended and Restated Incentive Compensation
Plan (the "Plan").
Based upon the foregoing and upon our examination of
such matters as we deem necessary to furnish this
opinion, we are of the opinion that the Shares have been
duly authorized and, when issued upon the terms described
in the Plan and the Registration Statement, will be
validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
________________________________
Margaret F. Murphy, Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 17, 1997 appearing on
page K-35 of American Oilfield Divers, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
_________________________
PRICE WATERHOUSE LLP
New Orleans, Louisiana
July 15, 1997
