As filed with the Securities and Exchange Commission on March 27, 1997.
Registration No.
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. 401(k) Retirement Plan
(Full title of the Plan)
__________
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 Proposed Maximum Amount of
Title of Securities to be Maximum Aggregate Registration
to be Registered Registered(1) Offering Price Offering Fee
Per Share(2) Price(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 25,000 Shares $ 45.25 $ 1,131,250 $342.80
(.01 par value per share)
Participation interests
in the Plan
- ----------------------------------------------------------------------------------------------
</TABLE>
(1)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.
(2)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 March 20, 1997.
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 Annual Report on form 10-K for the year ended
December 31, 1996.
(b) 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 or the Plan 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 and officers, 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.
Item 7.Exemption From Registration Claimed.
Not applicable.
Item 8.Exhibits.
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P.
5.2 Opinion of the Internal Revenue Service dated March 29, 1991
issued to First National Bank of Commerce as to acceptability of
the form of the prototype Plan under Section 401 of the Internal
Revenue Code.
5.3 Opinion of the Internal Revenue Service dated June 17, 1993
issued to First National Bank of Commerce as to the
acceptability of the form of an amendment to the prototype Plan
under Section 401 of the Internal Revenue Code.
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 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
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.
(d) At such time as the Internal Revenue Service will consider the
issuance of a determination letter with respect to the Trico Marine Services,
Inc. 401(k) Retirement Plan (the "Plan"), the registrant will submit the Plan
and any amendments thereto to the Internal Revenue Service (the "IRS") for
qualification under Section 401 of the Internal Revenue Code in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.
SIGNATURES
The Registrant. 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
March 19, 1997.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Thomas E. Fairley Director, Chairman of the Board, March 19, 1997
- --------------------------- President and Chief Executive Officer
Thomas E. Fairley (Principal Executive Officer)
/s/ Ronald O. Palmer Director, Executive Vice President March 19, 1997
- ---------------------------
Ronald O. Palmer
/s/ Victor M. Perez Vice President, Chief Financial March 19, 1997
- --------------------------- Officer and Treasurer (Principal
Victor M. Perez Financial Officer)
/s/ Kenneth W. Bourgeois Vice-President and Controller March 19, 1997
- --------------------------- (Principal Accounting Officer)
Kenneth W. Bourgeois
/s/ Benjamin F. Bailar Director March 19, 1997
- ---------------------------
Benjamin F. Bailar
/s/ H.K. Acord Director March 19, 1997
- ---------------------------
H. K. Acord
/s/ Garth H. Greimann Director March 19, 1997
- ---------------------------
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director March 19, 1997
- ---------------------------
Edward C. Hutcheson, Jr.
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator 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 March 19, 1997.
TRICO MARINE SERVICES, INC.
401(K) RETIREMENT PLAN
/s/ Thomas E. Fairley
------------------------------
By: Thomas E. Fairley
Title: President, Chief Executive
Officer and Chairman of the
Board of Trico Marine
Services, Inc.
Jones, Walker EXHIBIT 5.1
Waechter, Poitevent
Carrere & Denegre, L.L.P.
March 27, 1997
Trico Marine Services, Inc.
610 Palm Avenue
Houma, LA 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
participation interests in the Trico Marine Services, Inc. 401(k)
Retirement Plan (the "Plan") and up to 25,000 shares of the
common stock of the Company, $.01 par value per share (the
"Common Stock") to its employees pursuant to the terms of the
Plan.
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 participation interests in the Plan
and shares of Common Stock referred to herein, when issued
according to the terms of the Plan, 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.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
---------------------------------
Margaret F. Murphy
FIRST NATIONAL BANK OF COMMERCE
FFN: 50224570002-002
Page 1
EXHIBIT 5.2
Internal Revenue Service Department of the Treasury
Plan Description: Prototype Standardized
Profit Sharing Plan
FFN: 50224570002-002 Case: 9003928
EIN: 72-0269760 Washington, DC 20224
BPD: 02 Plan: 002 Letter Serial No. 0257896a
Person to Contact: Mr. Dua
First National Bank of Commerce Telephone Number: (202) 566-4708
210 Baronne Street
New Orleans, LA 70112 Refer Reply to: E:EP:Q:3
Date: 03/29/91
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the
form of the plan under the Internal Revenue Code. It is not an opinion of the
effect of other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for officers, owners, or highly compensated
employees than for other employees. Except as stated below, the Key District
Director will not issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified plan
for one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-6 I.R.B.
14; or (2) after December 31, 1985, the employer maintains a welfare benefit
fund defined in Code section 419(e), which provides postretirement medical
benefits allocated to separate accounts for key employees as defined in Code
section 419A(d)(3). In such situations, the employer should request a
determination as to whether the plan, considered with all related qualified
plans and, if appropriate, welfare benefit funds, satisfies the requirements
of Code section 401(a)(16) as to limitations on benefits and contributions in
Code section 415.
If you, the plan sponsor, have any questions concerning the IRS processing of
this case, please call the above telephone number. This number is only for
use of the plan sponsor. Individual participants and/or adopting employers
with questions concerning the plan should contact the plan sponsor. The
plan's adoption agreement must include the sponsor's address and telephone
number for inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
Chief, Employee Plans
Qualifications Branch
FIRST NATIONAL BANK OF COMMERCE
FFN: 50224570002-002
Page 1
EXHIBIT 5.3
Internal Revenue Service Department of the Treasury
Sponsor Name: First National Bank of Commerce
Plan Description: Washington, DC 20224
Prototype Standardized Profit Sharing Plan
FFN: 50224570002-002 Case: 9307151
EIN: 72-0269760
BPD: 02 Plan: 002 Letter Serial No. 0257896b Person to Contact: Mr. Dua
McGlinchey Stafford Lang Telephone Number:(202) 622-8380
Sandra Mills Feingerts
643 Magazine St. Refer Reply to: E:EP:Q:3
New Orleans, LA 70130
Date: 06/17/93
** COPY FOR AUTHORIZED REPRESENTATIVE **
Dear Applicant:
In our opinion, the amendment to the form of the plan identified above does
not in and of itself adversely affect the plan's acceptability under section
401 of the Internal Revenue Code. This opinion relates only to the amendment
to the form of the plan. It is not an opinion as to the acceptability of any
other amendment or of the form of the plan as a whole, or as to the effect of
other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified plan
for one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B.
780; or (2) after December 31, 1985, the employer maintains a welfare benefit
fund defined in Code section 419(e), which provides postretirement medical
benefits allocated to separate accounts for key employees as defined in Code
section 419(d)(3).
An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to
the plan satisfies the nondiscrimination requirements of section 1.401(a)(4)-
5(a)(5) of the regulations, except with respect to plan amendments granting
past service that meet the safe harbor described in section 1.401(a)(4)-
5(a)(5) and are not part of a pattern of amendments that significantly
discriminates in favor of highly compensated employees; or (2) whether the
plan satisfies the effective availability requirement of section 1.401(a)(4)-
4(c) of the regulations with respect to any benefit, right or feature.
An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.
The employer may request a determination (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code section 401(a)(16) as to
limitations on benefits and contributions in Code section 415; (2) regarding
the nondiscriminatory effect of grants of past service; and (3) with respect
to whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.
Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a)(4), 401(a)(5), 401(a)(17),
401(1), 410(b) and 414(s) of the Code, as amended by the Tax Reform Act of
1986 or subsequent legislation, (a) are made effective retroactively to the
first day of the first plan year beginning after December 31, 1988 (or such
other date on which these requirements first become effective with respect to
this plan); or (b) are made effective no later than the first day on which the
employer is no longer entitled, under regulations, to rely on a reasonable,
good faith interpretation of these requirements, and the prior provisions of
the plan constitute such an interpretation.
This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to
the initial opinion letter issued with respect to the plan.
If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number
is only for use of the sponsoring organization. Individual participants
and/or adopting employers with questions concerning the plan should contact
the sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by
adopting employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Fold Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
Chief, Employee Plans Qualifications
Branch
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 February 12, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Trico
Marine Services, Inc. and Subsidiaries.
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
March 27, 1997
