As filed with the Securities and Exchange Commission on June 2, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HVIDE MARINE INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0524593
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, Florida 33316
(Address of Principal Executive Offices)
Amended and Restated
Board of Directors Stock Compensation Plan
(Full Title of the Plan)
Robert B. Lamm, Esq.
Senior Vice President, General Counsel and Secretary
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, Florida 33316
(954) 523-2200
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Joseph S. Carlin, Esq.
Dyer Ellis & Joseph
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price aggregate offering registration fee
per share(1) price(1)
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Class A Common Stock, par value
$.001 per share................... 60,000 $1.01 $60,600 $16.85
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(1) Pursuant to Rule 457(c) and (h), the proposed maximum aggregate offering
price per share and the proposed maximum aggregate offering price are
estimated solely for purposes of calculating the registration fee, and are
based upon the average high and low prices of the Class A Common Stock as
reported by the Nasdaq Stock Market on June 1, 1999.
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INTRODUCTION
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed by Hvide Marine
Incorporated, a Florida corporation (the "Company"), to register an additional
60,000 shares of the Company's Class A Common Stock, par value $.001 per share,
issuable from time to time under the Company's Amended and Restated Board of
Directors Stock Compensation Plan and consists of only those items required by
General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the general instructions for registration statements on Form
S-8, Part 1 (information required in the Section 10(a) Prospectus) is not filed
as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the general instructions for registration statements on Form
S-8, the contents of the Registration Statement on Form S-8 of the Company,
relating to the Board of Directors Stock Compensation Plan, Registration Number
333-28949, filed with the Securities and Exchange Commission on June 9, 1997,
are incorporated herein by reference.
Item 8. Exhibits.
5.1 Opinion of counsel as to the legality of securities being
registered
10.1 Amended and Restated Board of Directors Stock Compensation Plan
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
24.1 Power of Attorney
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Washington, D.C. on the 2nd day of
June, 1999.
HVIDE MARINE INCORPORATED
By: *
Jean Fitzgerald
President and Chief Executive Officer
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.
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SIGNATURE TITLE DATE
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* Chairman of the Board, President, Chief June 2, 1999
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Jean Fitzgerald Executive Officer and Director (principal
executive officer)
* Executive Vice President, Chief Financial June 2, 1999
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John H. Blankley Officer and Director (principal financial
officer)
* Controller (principal accounting officer) June 2, 1999
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John J. Krumenacker
* Executive Vice President, Chief Operating June 2, 1999
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Eugene F. Sweeney Officer and Director
* Director June 2, 1999
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Robert B. Calhoun, Jr.
* Director June 2, 1999
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Gerald Farmer
* Director June 2, 1999
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J. Erik Hvide
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* Director June 2, 1999
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John J. Lee
* Director June 2, 1999
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Walter C. Mink
* Director June 2, 1999
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Robert Rice
* Director June 2, 1999
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Raymond B. Vickers
* Director June 2, 1999
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Josiah O. Low III
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*By: /s/ JOSEPH S. CARLIN
Joseph S. Carlin
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Document Numbered Page
5.1 Opinion of counsel as to the legality of securities being registered
10.1 Amended and Restated Board of Directors Stock Compensation Plan
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
June 2, 1999
Hvide Marine Incorporated
2200 Eller Drive
Ft. Lauderdale, FL 33316
Ladies and Gentlemen:
We have acted as counsel for Hvide Marine Incorporated, a Florida corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement"), which is to be filed with the
Securities and Exchange Commission pursuant to General Instruction E of Form
S-8, to register an additional 60,000 shares of the Company's Class A Common
Stock, par value $0.001 per share (the "Additional Shares"), that may be issued
from time to time pursuant to the Company's Amended and Restated Board of
Directors Stock Compensation Plan (the "Plan").
Based upon our examination of such corporate records and other documents and
such questions of law as we have deemed necessary and appropriate, we are of the
opinion that the Additional Shares have been duly authorized and, when issued,
delivered and paid for pursuant to, and in accordance with the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DYER ELLIS & JOSEPH PC
EXHIBIT 10.1
HVIDE MARINE INCORPORATED
AMENDED AND RESTATED
BOARD OF DIRECTORS STOCK COMPENSATION PLAN
1. Purpose
The purpose of the Hvide Marine Incorporated Board of Directors Stock
Compensation Plan (the "Plan") is to provide outside directors of Hvide
Marine Incorporated or any of its affiliates or subsidiaries (the
"Company") the opportunity to acquire an equity interest in the Company.
Operationally, the Plan permits Participants to convert all or a portion of
the Participant's director's fees into stock of the Company. A
Participant's interest under the Plan shall be expressed in shares of the
Company's common stock ("Shares").
2. Term and Plan Year
The Plan shall be effective when adopted by the Board of Directors of the
Company (the "Board"), subject to approval of the shareholders of the
Company within twelve months thereafter. The Plan shall remain in effect
until terminated by the Board. The issuance of Shares under the Plan may be
conditioned upon the effectiveness of a registration statement covering the
Shares. The Plan Year shall be the period January 1 through December 31.
3. Eligibility and Participation
All members of the Board who are not employees of the Company will be
eligible to participate in the Plan. A Board member will become a
Participant by submitting a Stock Election within 30 days after the Plan
becomes effective and thereafter prior to the first day of the Plan Year.
4. Conversion of Fees into Stock
(a) Stock Elections: Each eligible Board member may elect to convert a portion
of his or her fees for attendance at Board and committee meetings
("Director Fees") into Shares. The Stock Elections (i) must be in writing,
and (ii) must designate the percentage of the fees to be converted into
Shares. The Stock Election may change from Plan Year to Plan Year, but the
Stock Election for a particular Plan Year may not be changed after the
beginning of the Plan Year to which the election relates. Except in the
initial year, each Stock Election must be made prior to the first day of
the Plan Year in which Director
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Fees will be paid. A Stock Election will continue in effect
for subsequent Plan Years unless the Stock Election is changed
or revoked on or before the first day of the next Plan Year.
(b) Calculation of Shares: Amounts subject to a Stock Election will be
converted into Shares as of the last day of the month in which such amount
would have been paid in cash. The number of Shares that a Participant will
receive shall equal one hundred twenty-five percent (125%) of the amount
subject to the Stock Election divided by the Fair Market Value (as defined
in Section 8 hereof) of a Share on the last day of the month in which such
amount would have been paid in cash but for the Stock Election pursuant to
Section 4(a). Such calculations shall be carried to three decimal places.
5. Payment of Shares
The Company shall issue and deliver to the Participant Share certificates
for payment of Shares as soon as practicable following the date on which
the number of Shares is calculated.Fractional Shares shall be paid in cash.
6. Shares Subject to the Plan
The aggregate number of Shares that may be subject to issuance under the
Plan shall not exceed 90,000, subject to adjustment as provided in Section
9 of this Plan.
7. Adjustments and Reorganization
In the event of any stock dividend, stock split, combination or exchange of
Shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting Shares or the price of Shares,
such proportionate adjustments, if any, as the Committee in its sole
discretion may deem appropriate to reflect such change shall be made with
respect to the aggregate number of Shares that may be issued under the
Plan. Any adjustments described in the preceding sentence shall be carried
to three decimal places.
8. Fair Market Value
Fair Market Value of a Share for all purposes under the Plan shall mean,
for any particular date, (i) for any period during which the Share shall be
listed for trading on a national
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securities exchange or the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the closing price per share of Stock
on such exchange or the NASDAQ closing bid price as of the close of such
trading day or (ii) for any period during which the Share shall not be
listed for trading on a national securities exchange or NASDAQ, the market
price per Share as determined by a qualified appraiser selected by the
Board. If Fair Market Value is to be determined on a day when the markets
are not open, Fair Market Value on that day shall be the Fair Market Value
on the most recent preceding day when the markets were open.
9. Termination or Amendment of Plan
(a) In General: The Board may, at any time by resolution,
terminate, suspend or amend this Plan. If the Plan is
terminated by the Board, no further Stock Elections may be
made under the Plan, but any Director Fees subject to a Stock
Election that have not yet been paid to the Participant at the
time of the termination of the Plan will be paid in accordance
with the terms and conditions of the Plan.
(b) Written Consents: No amendment may adversely affect the right
of any Participant to have his Director Fees paid in Shares
unless such Participant consents in writing to such amendment.
10. Compliance With Laws
(a) The obligations of the Company to issue any Shares under this
Plan shall be subject to all applicable laws, rules and
regulations and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or
appropriate by the Board.
(b) Subject to the provisions of Section 9, the Board may take
such changes in the design and administration of this Plan as
may be necessary or appropriate to comply with the rules and
regulations of any government authority.
11. Miscellaneous
(a) Unfunded Plan: Nothing contained in this Plan and no action
taken pursuant to the provisions hereof shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between the Company and Participant, the
Participant's designee or any other person. The Plan shall be
unfunded with respect to the Company's obligation to pay any
amounts due, and a Participant's rights to
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receive any payment with respect to any Stock Election shall
be not greater than the rights of an unsecured general
creditor of the Company.
(b) Administration: The Committee shall administer the Plan,
including the adoption of rules or the preparation of forms
to be used in its operation, and to interpret and apply the
provisions hereof as well as any rules which it may adopt. In
addition, the Committee may appoint other individuals, firms
or organizations to act as agent of the Company carrying out
administrative duties under the Plan. The decisions of the
Committee, including, but not limited to, interpretations and
determinations of amounts due under this Plan, shall be final
and binding on all parties.
(c) Governing Law: The validity, construction and effect of the
Plan and any actions taken or relating to the Plan, shall be
determined in accordance with the laws of the State of Florida
without regard to its conflict of law rules, and applicable
federal law.
(d) Rights as a Stockholder: A Participant shall have no rights as
a stockholder until the Participant actually becomes a holder
of record of Shares distributed with respect thereto.
(e) Notices: All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be
sufficiently made or given if hand delivered, or if mailed by
certified mail, addressed to the Participant at the address
contained in the records of the Company or to the Company at
its principal office, as applicable.
IN WITNESS WHEREOF, the Board of Directors of Hvide Marine Incorporated
have adopted the foregoing instrument as of the 17th day of February, 1999.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated June 1, 1999, pertaining to the Amended and Restated Board of
Directors Stock Compensation Plan of Hvide Marine Incorporated of our report
dated February 5, 1999, except for Note 21, as to which the date is March 17,
1999, and Note 2, as to which the date is March 31, 1999, with respect to the
consolidated financial statements of Hvide Marine Incorporated included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Miami, Florida
May 27, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Hvide Marine Incorporated, a
corporation organized under the laws of the State of Florida (the
"Corporation"), and the undersigned officers and directors of the Corporation,
individually and in their respective capacities indicated below, hereby make,
constitute and appoint Robert B. Lamm, Michael Joseph and Joseph S. Carlin its
and their true and lawful attorneys, their separate or joint signatures
sufficient to bind, with power of substitution, to execute, deliver and file in
its or their behalf, and in each person's respective capacity or capacities as
shown below, a registration statement on Form S-8 under the Securities Act of
1933, any amendments to and any and all documents in support of or supplemental
to said registration statement by the Corporation; and the Corporation and each
said person hereby grant to said attorneys full power and authority to do and
perform each and every act and thing whatsoever as any one of said attorneys may
deem necessary or advisable to carry out the full intent of this Power of
Attorney to the same extent and with the same effect as the Corporation or the
undersigned officers and directors of the Corporation might or could do
personally in its or their capacity or capacities as aforesaid; and the
Corporation and each of said persons hereby ratify, confirm and approve all acts
and things that any one of said attorneys may do or cause to be done by virtue
of this Power of Attorney and its signature or their signatures as the same may
be signed by any one of said attorneys to said registration statement and any
and all documents in support of or supplemental to said registration statement
and any and all amendments thereto.
Dated as of June 2, 1999.
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HVIDE MARINE INCORPORATED
Attest: /s/ ROBERT B. LAMM By: /s/ JEAN FITZGERALD
Robert B. Lamm Jean Fitzgerald
Secretary President and Chief Executive Officer
/s/ JEAN FITZGERALD /s/ JOHN H. BLANKLEY
Jean Fitzgerald John H. Blankley
Chairman of the Board, President, Chief Executive Executive Vice President, Chief Financial
Officer and Director (principal executive officer) Officer and Director (principal financial officer)
/s/ JOHN J. KRUMENACKER /s/ EUGENE F. SWEENEY
John J. Krumenacker Eugene F. Sweeney
Controller Executive Vice President, Chief Operating
(principal accounting officer) Officer and Director
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/s/ ROBERT B. CALHOUN, JR. /s/ GERALD FARMER
Robert B. Calhoun, Jr. Gerald Farmer
Director Director
/s/ J. ERIK HVIDE /s/ JOHN J. LEE
J. Erik Hvide John J. Lee
Director Director
/s/ WALTER C. MINK /s/ ROBERT RICE
Walter C. Mink Robert Rice
Director Director
/s/ RAYMOND B. VICKERS /s/ JOSIAH O. LOW III
Raymond B. Vickers Josiah O. Low III
Director Director
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