As filed with the Securities and Exchange Commission on January 9, 1998.
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 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
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1) per unit offering price fee
Common Stock
($.01 par value 250,000 shares $23.69(2) $5,922,500(2) $1,748(2)
per share)
(1)200,000 shares were previously registered on Form S-8 Registration
Statement No. 333-07149 for issuance through the Trico Marine Services,
Inc. 1996 Incentive Compensation Plan. Upon a stock split, stock
dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving Common Stock of
the Company, the number of shares registered shall be automatically
increased to cover the additional shares 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) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on January 8, 1998.
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).
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 regis-
tration statement to include any material information with re-
spect 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 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Houma, State of Louisiana, on January 9, 1998.
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,
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 Board, January 9, 1998
Thomas E. Fairley President and Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald O. Palmer Director and Executive Vice President January 9, 1998
Ronald O. Palmer
/s/ Victor M. Perez Vice President, Chief Financial January 9, 1998
Victor M. Perez Officer and Treasurer
(Principal Financial Officer)
Vice President and January __, 1998
Kenneth W. Bourgeois Controller (Principal Accounting
Officer)
/s/ H.K. Acord Director January 9, 1998
H.K. Acord
Director January __, 1998
Benjamin F. Bailar
/s/ Garth H. Greimann Director January 9, 1998
Garth H. Greimann
/s/ Edward C. Hutcheson, Jr. Director January 9, 1998
Edward C. Hutcheson, Jr.
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
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).
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Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
January 9, 1998
Trico Marine Services, Inc.
610 Palm Street
Houma, Louisiana 70364
Gentlemen:
We have acted as counsel for Trico Marine Services, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the offering by the Company of
250,000 additional shares (the "Shares") of common stock, $.01
par value for each share, pursuant to the terms of the Amended
and Restated Trico Marine Services, Inc. 1996 Incentive
Compensation Plan (the "Plan").
Based upon the foregoing and upon our examination of such
matters as we deem necessary to furnish this opinion, we are of
the opinion that the Shares have been duly authorized and, when
issued for at least par value upon the terms described in the
Plan and 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.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By:/s/ Margaret F. Murphy, Partner
Margaret F. Murphy, Partner
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Trico Marine Services, Inc. on Form S-8 of our reports dated February 12,
1997, except for the third paragraph of Note 15 to which the date is June 9,
1997, on our audits of the consolidated financial statements and financial
statement schedule of Trico Marine Services, Inc. and Subsidiaries, as of
December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995
and 1994, appearing in the Company's Form 8-K/A dated December 2, 1997.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New Orleans, Louisiana
January 8, 1998
The Board of Directors
Saevik Supply ASA
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on Form S-8 of our
report dated March 6, 1997, with respect to the consolidated balance sheet of
Saevik Supply ASA and subsidiaries as of December 31, 1996 and the related
statements of earnings and cash flows for the year then ended, appearing in the
Form 8-K/A of Trico Marine Services, Inc. dated December 2, 1997.
We also consent to the reference to our firm under the caption "Experts".
Aalesund, Norway
January 8, 1998
KPMG as
/s/ Gerd Leira
Gerd Leira
State Authorised Public Accountant (Norway)
[Deloitte & Touche Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on Form S-8 of our
report dated November 4, 1997, on our audit of the statements of assets
acquired and liabilities assumed for the fleet of vessels acquired by Saevik
Supply ASA from Viking Supply Ships AS (Viking Vessels) for the year ended
December 31, 1996 and the statement of revenue less direct operating expenses
for the years ended December 31, 1996, 1995 and 1994, appearing in the Form
8-K/A of Trico Marine Services, Inc. dated December 2.
We also consent to the reference to our firm under the caption "Experts".
DELOITTE & TOUCHE
Norway, January 8, 1998
/s/ Roar Skuland
Roar Skuland
State Authorized Public Accountant Norway
