As filed with the Securities and Exchange Commission on May 16, 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 organization) Industrial Classification Identification No.)
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. 333-2990.
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
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of securities Amount to be offering price aggregate registration
to be registered registered<F1> per unit<F2> offering price<F2> fee
_________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 460,000 shares $17.00 7,820,000 $2,697
=================================================================================================================
<FN>
<F1> Includes an aggregate of 60,000 shares which the Underwriters have the option to purchase to cover
over-allotments, if any.
<F2> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
The contents of the Registration Statement on Form S-1
(Registration No. 333-2990), registering 4,025,000 shares
of common stock, $0.01 par value, of Trico Marine Services, Inc.,
are hereby incorporated by reference herein. Filed as exhibits
hereto are the following opinions and consents.
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 is has duly caused this
Registration Statement to be signed on its behalf by the
undersigned in the City of Houma, State of Louisiana on May 15,
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 May 15, 1996
Thomas E. Fairley the Board, President
and Chief Executive Officer
/s/ Ronald O. Palmer Director, Executive May 15, 1996
Ronald O. Palmer Vice President
/s/ Victor M. Perez Vice President, May 15, 1996
Victor M. Perez Treasurer (Principal
Financial Officer)
/s/ Kenneth W. Bourgeois Controller (Principal May 15, 1996
Kenneth W. Bourgeois Accounting Officer)
/s/ Benjamin F. Bailar Director May 15, 1996
Benjamin F. Bailar
/s/ Carl Ferenbach Directo May 15, 1996
Carl Ferenbach
/s/ Garth H. Greimann Director May 15, 1996
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director May 15, 1996
Edward C. Hutcheson, Jr.
EXHIBIT 5
Jones, Walker,
Waechter, Poitevent,
Carrere & Denegre, L.L.P.
May 16, 1996
Trico Marine Services, Inc.
610 Palm Avenue
Houma, Louisiana 70364
Dear Sirs:
We have acted as your counsel in connection with the
preparation of the Registration Statement on Form S-1 filed in
pursuant to Rule 462(b) under the Securities Act, (the
"Registration Statement"), by Trico Marine Services, Inc.
(the "Company") with the Securities and Exchange Commission
relating to the registration of the sale of 460,000 shares
of Common Stock, $0.01 par value per share (the "Shares") of the
Company. In so acting, we have examined original, 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. In delivering the opinion set forth below we
have assumed and relied upon the matters of fact set forth in
such documents.
Based upon the foregoing, we are of the opinion that the
Shares, when issued, if not already outstanding, and sold upon the
terms described in the Registration Statement, will be validly
issued and outstanding, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference to us
under the caption "Legal Matters" as counsel for the Company. 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.
Very truly yours,
/s/ Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 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.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
May 16, 1996
