As filed with the Securities and Exchange Commission on August 1, 1997.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Tidewater Inc.
(Exact name of registrant as specified in its charter)
__________________
Delaware 72-0487776
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
1440 Canal Street
New Orleans, Louisiana 70112
(504) 568-1010
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
__________________
TIDEWATER INC.
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
__________________
COPY TO
Cliffe F. Laborde Margaret F. Murphy
Senior Vice President, Jones, Walker, Waechter,
Secretary and General Counsel Poitevent, Carrere
Tidewater Inc. & Denegre, L.L.P.
1440 Canal Street 51st Floor
New Orleans, Louisiana 70112 201 St. Charles Avenue
504) 566-4545 New Orleans, Louisiana 70170
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
| | Amount | Proposed | Proposed |Amount of |
| Title of Each Class of| to be | Maximum | Maximum |
Registration Offering Aggregate |
| Securities to be | Regi- | Price |Offering | Fee |
| Registered | stered(1)| Per Unit(2)|Price(2) | |
- ---------------------------------------------------------------------------
|Common Stock | 3,000,000| $48.1875(3)|$144,562,500.00|$43,806.82|
| |shares | | | |
- ---------------------------------------------------------------------------
(1)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 Rules 457(c) and (h).
(3)The average of the high and low price per share of Common Stock on the
New York Stock Exchange on July 28, 1997, in accordance with Rule 457(c).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Tidewater
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 March 31, 1997.
(b) The Company's Quarterly Report on form 10-Q for the
quarter ended June 30, 1997.
(c) The Company's Current Report on Form 8-K dated May 16,
1997 and filed with the Commission on May 30, 1997 as
amended by Form 8-K/A-1 filed with the Commission on
July 21, 1997 and the Company's Current Report on form
8-K dated May 22, 1997 filed with the Commission on May
30, 1997.
(d) The description of the Common Stock included in
Amendments to the Company's Registration Statement on
Form 8-A/A filed with the Commission on May 24, 1993.
With respect to the unaudited condensed consolidated interim
financial information for the three-month period ended June 30,
1997, incorporated by reference herein, Ernst & Young LLP have
reported that they have applied limited procedures in accordance
with professional standards for a review of such information.
However, their separate report, included in the Quarterly Report
on Form 10-Q of the Company for the quarter ended June 30, 1997,
and incorporated herein by reference, states that they did not
audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on
their report on such information should be restricted considering
the limited nature of the review procedures applied. The
independent auditors are not subject to the liability provisions
of Section 11 of the Securities Act of 1933 for their report on
the unaudited interim financial information because that report
is not a "report" or a "part" of this Registration Statement
prepared or certified by the auditors within the meaning of
Sections 7 and 11 of the Securities Act of 1933.
All reports filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 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 a 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 (the
"DGCL") authorizes a court to award, or a corporation's board of
directors to grant, indemnity to directors and officers under
certain circumstances for liabilities incurred in connection with
their activities in such capacities (including reimbursement for
expenses incurred). Section 102(b)(7) of the DGCL permits a
provision in the certificate of incorporation of each corporation
organized thereunder, including the Company, eliminating or
limiting, with certain exceptions, the personal liability of a
director to the corporation or its shareholders for monetary
damages for certain breaches of fiduciary duty as a director.
Article VIII of the Company's By-laws provides that the Company
shall indemnify any directors, directors emeriti, officers,
employees and agents who were or are parties to or threatened to
be made parties to any threatened, pending or completed action,
suit or proceeding for liabilities and expenses incurred by
reason of their actions in such capacities on behalf of the
Company, provided that the party seeking indemnification acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful; provided, however,
that in the case of an action or suit by or in the right of the
corporation to procure a judgment in its favor, no
indemnification shall be made in respect of any claim, issue or
matter as to which such party shall have been adjudged to be
liable to the corporation unless and only to the extent that an
appropriate court shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such party is fairly and reasonably
entitled to indemnity for such expenses that the court shall deem
proper. The Company's By-laws also state, among other things,
that it is the policy of the Company to indemnify directors,
directors emeriti, officers, agents and employees of the Company
to the fullest extent permitted by law. In addition, the Company
maintains an insurance policy designed to reimburse the Company
for any payments made by it pursuant to the foregoing
indemnification. Such policy has coverage of $15 million.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
15 Letter re Unaudited Interim Financial Information.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel (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
proceedings) 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 of 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 New Orleans, State of Louisiana, on
July 24, 1997.
TIDEWATER INC.
By: /s/ Cliffe F. Laborde
Cliffe F. Laborde
Senior Vice President,
Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cliffe F. Laborde and Ken C. Tamblyn,
or either one of them, 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 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/ William C. O'Malley Chairman of the Board, July 24, 1997
William C. O'Malley President and Chief Executive
Officer
(Principal Executive Officer)
/s/ Ken C. Tamblyn Executive Vice President and July 24, 1997
Ken C. Tamblyn Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert H. Boh Director July 24, 1997
Robert H. Boh
/s/ Donald T. Bollinger Director July 24, 1997
Donald T. Bollinger
/s/ Arthur R. Carlson Director July 24, 1997
Arthur R. Carlson
/s/ Larry D. Hornbeck Director July 24, 1997
Larry D. Hornbeck
/s/ Hugh J. Kelly Director July 24, 1997
Hugh J. Kelly
/s/ John P. Laborde Director July 24, 1997
John P. Laborde
/s/ Paul W. Murrill Director July 24, 1997
Paul W. Murrill
/s/ Lester Pollack Director July 24, 1997
Lester Pollack
/s/ J. Hugh Roff, Jr. Director July 24, 1997
J. Hugh Roff, Jr.
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre,
L.L.P.
15 Letter re Unaudited Interim
Financial Information.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel (included in
Exhibit 5).
Exhibit 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
August 1, 1997
Tidewater Inc.
1440 Canal Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for Tidewater 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
3,000,000 shares (the "Shares") of common stock, $.10 par
value for each share, pursuant to the terms of the Tidewater
Inc. 1997 Stock Incentive 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 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.
/s/ Jones, Walker, Waechter,
Poitevent, Carrere &
Denegre, L.L.P.
Exhibit 15
[Letterhead of Ernst & Young LLP]
The Board of Directors and Shareholders
Tidewater Inc.
We are aware of the incorporation by reference in the
Registration Statement (Form S-8) of Tidewater Inc. for the
registration of 3,000,000 shares of its common stock
pertaining to the Tidewater Inc. 1997 Stock Incentive Plan of
our report dated July 21, 1997 relating to the unaudited
condensed consolidated interim financial statements of
Tidewater Inc. that are included in its Form 10-Q for the
quarter ended June 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933, our
report is not a part of the registration statement prepared or
certified by accountants within the meaning of Section 7 or 11
of the Securities Act of 1933.
/s/ Ernst & Young LLP
New Orleans, Louisiana
July 28, 1997
Exhibit 23.1
The Board of Directors
Tidewater Inc.
We consent to the use of our report incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
July 28, 1997
