As filed with the Securities and Exchange Commission on June 26, 1998.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
CEANIC CORPORATION
(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)
Ceanic Corporation Amended and Restated Incentive
Compensation Plan
(Full title of the plan)
__________
Kevin C. Peterson
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>
==============================================================================================
Amount Proposed maximum Proposed maximum Amount of Amount of
Title of Securities to be offering price aggregate registration
to be registered registered<F1> per unit offering price fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(no par value per 376,750 shares $15.56<F2> $5,862,230<F2> $ 1,729.36
share) 10,000 shares 12.06<F2> 120,600<F2> 35.58
4,000 shares 10.50<F2> 42,000<F2> 12.39
16,000 shares 9.75<F2> 156,000<F2> 46.02
4,000 shares 14.438<F2> 57,752<F2> 17.04
8,000 shares 14.75<F2> 118,000<F2> 34.81
10,000 shares 15.00<F2> 150,000<F2> 44.25
18,000 shares 15.50<F2> 279,000<F2> 82.31
4,000 shares 14.875<F2> 59,500<F2> 17.56
8,000 shares 14.8125<F2> 118,500<F2> 34.96
41,250 shares 17.94<F3> 740,025<F3> 218.31
______________ ___________ _____________ ____________
500,000 shares $7,703,607 $2,272.57
=============== ============= ============
================================================================================================
<F1> 500,000 shares were previously registered on Form S-8
Registration Statement No. 33-66702 and 700,000 shares were
previously registered on Form S-8 Registration Statement No.
333-31401 for issuance through this plan, formerly known as
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.
<F2> Calculated based upon the exercise price of currently
outstanding stock options, in accordance with Rule 457.
<F3> 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 June 22, 1998.
</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, 1997 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, 1998;
(c) The Company's Current Report on Form 8-K dated
February 24, 1998;
(d) The Company's Current Report on Form 8-K dated May
14, 1998;
(e) All other reports filed by the Company with the
Commission pursuant to Section 13 of the 1934 Act since
December 31, 1997; and
(f) 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 June 24, 1998.
CEANIC CORPORATION
By: /s/ Kevin C. Peterson
------------------------
Kevin C. Peterson
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
Kevin C. Peterson, Bradley M. Parro 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 June 23, 1998
- ------------------------
George C. Yax
/s/ Kevin C. Peterson Director, President and June 23, 1998
- ------------------------ Chief Executive Officer
Kevin C. Peterson (Principal Executive Officer)
/s/ Stephen A. Lasher Director June 23, 1998
- ------------------------
Stephen A. Lasher
/s/ William C. O'Malley Director June 23, 1998
- -----------------------
William C. O'Malley
/s/ Bradley M. Parro Vice President - Finance and June 23, 1998
- ------------------------ Chief Financial Officer
Bradley M. Parro (Principal Financial Officer and
Principal Accounting Officer)
Exhibit 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
June 23, 1998
Ceanic Corporation
900 Town & Country Lane
Suite 400
Houston, Texas 77024
Gentlemen:
We have acted as counsel for Ceanic Corporation, 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 500,000 shares (the "Shares") of common stock, no par value for each
share, pursuant to the terms of the Ceanic Corporation 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 19, 1998 appearing on
page K-38 of Ceanic Corporation's (formerly American Oilfield Divers, Inc.)
Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
------------------------
Price Waterhouse LLP
Houston, Texas
June 26, 1998
