As filed with the Securities and Exchange Commission on January 15, 1998.
Registration No. 333-44221
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Post-Effective Amendment No. 1 to
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
250 North American Court
Houma, Louisiana 70364
(Address, including zip code, of
registrant's principal executive offices)
Amended and Restated Trico Marine Services, Inc.
1996 Incentive Compensation Plan
(Full title of the plan)
__________
Victor M. Perez
Vice President, Chief Financial Officer and Treasurer
Trico Marine Services, Inc.
2401 Fountainview Drive, Suite 920
Houston, Texas 77057
(713) 780-9926
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William B. Masters
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 fiscal
year ended December 31, 1996 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997;
(c) The Company's Current Reports on Form 8-K dated
February 15, 1997, August 1, 1997, November 14, 1997, and
December 2, 1997 (as amended by the Company's Form 8-K/A dated
December 2, 1997);
(d) All other reports filed by the Company with the
Commission pursuant to Section 13 of the 1934 Act since December
31, 1996; and
(e) 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 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.
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
Securities Act of 1933 (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.
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 KPMG as Gerd Leira.*
23.3 Consent of Deloitte & Touche as Roar Skuland.*
23.4 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. included in Exhibit 5).*
_________________
* Previously filed.
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.
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 Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on January
15, 1998.
TRICO MARINE SERVICES,INC.
By: /s/ Victor M. Perez
Victor M. Perez
Vice President, Chief
Financial Officer
and Treasurer
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, as amended, 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 January 15, 1998
Thomas E. Fairley Board, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Ronald O. Palmer Director and Executive Vice January 15, 1998
Ronald O. Palmer President
/s/ Victor M. Perez Vice President, Chief Financial January 15, 1998
Victor M. Perez Officer and Treasurer
(Principal Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and January 9, 1998
Kenneth W. Bourgeois Controller
(Principal Accounting Officer)
/s/ H. K. Acord Director January 15, 1998
H.K. Acord
/s/ Benjamin F. Bailar Director January 15, 1998
Benjamin F. Bailar
/s/ Garth H. Greimann Director January 15, 1998
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director January 15, 1998
Edward C. Hutcheson, Jr.
By:/s/ Victor M. Perez
Victor M. Perez
Attorney-in-Fact
