As filed with the Securities and Exchange Commission on November 21, 1996.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 4424 72-1252405
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code)
610 Palm Street
Houma, Louisiana 70364
(504) 851-3833
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Victor M. Perez
Vice President and Chief Financial Officer
Trico Marine Services, Inc.
2401 Fountainview Drive, Suite 626
Houston, Texas 77057
(713) 780-9926
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William B. Masters, Esq. T. Mark Kelly, Esq.
Jones, Walker, Waechter, Poitevent, Vinson & Elkins, L.L.P.
Carrere & Denegre, L.L.P. 2300 First City Tower
201 St. Charles Avenue 1001 Fannin Street
New Orleans, Louisiana 70170 Houston, Texas 77002
Approximate date of commencement of proposed sale to the public:
As soon as practical after this Registration Statement becomes effective.
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, check the following box. [ ]
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. [x]
Registration Statement No. 333-14871
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. [x]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed
maximum Amount of
Title of each class of aggregate registration
securities to be registered offering price(1)(2) fee
___________________________________________________________________________________________________
<S> <C> <C>
Common Stock, par value $0.01 per share $8,767,982 $2,657
===================================================================================================
(1) Includes shares which the Underwriters have the option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457
(o) under the Securities Act of 1933.
</TABLE>
<PAGE>
Explanatory Note
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1, Registration No. 333-14871, filed by Trico Marine
Services, Inc. with the Securities and Exchange Commission (the "Commission")
on October 25, 1996 as amended, including the exhibits thereto and declared
effective by the Commission on November 20, 1996, are incorporated herein
by reference.
Exhibits
5. Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P. (included in Exhibit 5)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned in the City of Houma,
State of Louisiana, on November 21, 1996.
TRICO MARINE SERVICES, INC.
By: /s/ Thomas E. Fairley
Thomas E. Fairley,
Chairman of the Board and
Chief Executive Officer
Signature Title Date
/s/ Thomas E. Fairley Director, Chairman of November 21, 1996
Thomas E. Fairley the Board, President and
Chief Executive Officer
/s/ Ronald O. Palmer Director, Executive Vice November 21, 1996
Ronald O. Palmer President
/s/ Victor M. Perez Vice President, November 21, 1996
Victor M. Perez Treasurer (Principal
Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and November 21, 1996
Kenneth W. Bourgeois Controller (Principal
Accounting Officer)
/s/ Benjamin F. Bailar Director November 21, 1996
Benjamin F. Bailar
/s/ Carl Ferenbach Director November 21, 1996
Carl Ferenbach
/s/ Garth H. Greimann Director November 21, 1996
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director November 21, 1996
Edward C. Hutcheson, Jr.
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
November 21, 1996
Trico Marine Services, Inc.
610 Palm Street
Houma, Louisiana 70364
RE: Trico Marine Services, Inc.
Registration Statement on Form S-1
$8,767,982 of Common Stock
Gentlemen:
We have acted as your counsel in connection
with the preparation of the registration statement
on Form S-1 (the "Registration Statement") filed by
Trico Marine Services, Inc. (the "Company")
pursuant to Rule 462(b) under the Securities Act of
1933, as amended, with the Securities and Exchange
Commission (the "Commission"), on the date hereof,
with respect to the registration of $8,767,982
of shares of Common Stock, $.01 par value per share
(the "Shares"), of the Company.
In so acting, we have examined originals, or
photostatic or certified copies, of such records of
the Company, certificates of officers of the Company
and of public officials, and such other documents as
we have deemed relevant. In such examination, we
have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as
originals, the conformity to original documents of
all documents submitted to us as certified or
photostatic copies and the authenticity of the
originals of such documents.
Based upon the foregoing, we are of the opinion
that the Shares, when issued and sold upon the terms
described in the Registration Statement, will be
validly issued and outstanding, fully paid and non-
assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the
reference to us in the prospectus included therein
under the caption "Legal Matters." In giving this
consent, we do not admit that we are within the
category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended,
or the general rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-1
of our reports dated March 27, 1996, except for Note 14 as to which
the date is April 29, 1996 on our audits of the consolidated financial
statements and financial statement schedule of Trico Marine Services,
Inc. and Subsidiaries and the statement of revenues less direct
operating expenses of the Acquired Vessels. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
November 20, 1996
