As filed with the Securities and Exchange Commission on June 28, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
TRICO MARINE SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 72- 1252405
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
610 Palm Avenue
Houma, Louisiana 70364
(Address, including zip code, of
Registrant's principal executive offices)
Trico Marine Services, Inc. 1993 Stock Option Plan
Trico Marine Services, Inc. 1996 Incentive Compensation Plan
(Full titles of the Plans)
__________
Victor M. Perez
Vice President, Chief Financial Officer and Treasurer
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)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
(504) 581-8242
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered<F1> Per Share Offering Price Fee
_______________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock ............ 727,509 Shares $ 1.82<F2> $1,324,066.38<F2> $ 456.58<F2>
(.01 par value per share)
Common Stock ............ 103,000 Shares $16.00<F2> $1,648,000.00<F2> $ 568.28<F2>
(.01 par value per share)
Common Stock ............ 97,000 Shares $21.4375<F3> $2,079,437.50<F3> $ 717.05<F3>
(.01 par value per share)
Total Common Stock ...... 927,509 Shares $5,051,503.88 $1,741.91
===============================================================================================
<FN>
<F1> Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of the Registration Statement involving the
Common Stock of the Company, the number of shares thereof registered
shall be automatically increased to cover the additional shares thereof
in accordance with Rule 416(a) under the Securities Act of 1933.
<F2> Computed in accordance with Rule 457, calculated based upon the price at
which currently outstanding options are exercisable.
<F3> 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 bid and asked price per share of the Common Stock
on the NASDAQ System on June 21, 1996.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Trico
Marine Services, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) The Company's Prospectus dated May 16, 1996, and filed
with the Commission on May 16, 1996, pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "1933 Act");
(b) All reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), since December 31, 1995; and
(c) The description of the Common Stock of the Company
included in Item 1 of the Company's Registration Statement on
Form 8-A filed with the Commission on April 25, 1996, pursuant to
Section 12(g) of the 1934 Act, including any amendment or report
filed for the purpose of updating such description.
All reports 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 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.
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify its directors and officers in a
variety of circumstances, which may include liabilities under the
1933 Act. In addition, the Company's bylaws provide for the
indemnification of directors and officers against expenses and
liabilities incurred in connection with defending actions brought
against them for negligence or misconduct in their official
capacities. The Company also has indemnity agreements with each
of its directors, which provide for indemnification of such
directors. The Company has purchased insurance permitted by the
Delaware General Corporation Law on behalf of directors and
officers, which may cover liabilities under the 1933 Act.
<PAGE>
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 Coopers & Lybrand L.L.P.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre (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 amend-
ment 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
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 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 Houma, State of Louisiana, on June 28, 1996.
TRICO MARINE SERVICES, INC.
By: /s/ Thomas E. Fairley
___________________________
Thomas E. Fairley,
Chairman of the Board,
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
Thomas E. Fairley, Ronald O. Palmer and Victor M. Perez, 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, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
__________ ______ _____
/s/ Thomas E. Fairley Director, Chairman of the Board, June 28, 1996
_________________ President and Chief Executive Officer
Thomas E. Fairley (Principal Executive Officer)
/s/ Ronald O. Palmer Director, Executive Vice President June 28, 1996
__________________
Ronald O. Palmer
/s/ Victor M. Perez Vice President, Chief Financial June 28, 1996
_________________ Officer and Treasurer (Principal
Victor M. Perez Financial Officer)
/s/ Kenneth W. Bourgeois Controller June 28, 1996
____________________ (Principal Accounting Officer)
Kenneth W. Bourgeois
/s/ Benjamin F. Bailar Director June 28, 1996
____________________
Benjamin F. Bailar
/s/ Carl Ferenbach Director June 28, 1996
_____________________
Carl Ferenbach
/s/ Garth H. Greimann Director June 28, 1996
_____________________
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director June 28, 1996
_______________________
Edward C. Hutcheson, Jr.
EXHIBIT 5
June 28, 1996
Trico Marine Services, Inc.
610 Palm Avenue
Houma, Louisiana 70364
Gentlemen:
We have acted as counsel for Trico Marine Services, Inc., a
Delaware corporation (the "Company"), in connection with the
Company's registration statement on Form S-8 (the "Registration
Statement") with respect to the offering by the Company of up to
927,509 shares of the common stock of the Company, $.01 par value
per share (the "Common Stock"), to certain of its employees
pursuant to the terms of the Trico Marine Services, Inc. 1993
Stock Option Plan and the Trico Marine Services, Inc. 1996
Incentive Compensation Plan (collectively, the "Plans").
Based upon the foregoing, and upon our examination of such
matters as we deem necessary in order to furnish this opinion, we
are of the opinion that the shares of Common Stock registered
pursuant to the Registration Statement, when issued according to
the terms of the respective Plans, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report 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.
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
June 28, 1996
