As filed with the Securities and Exchange Commission on March 10, 1998.
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.
EMPLOYEE RESTRICTED STOCK PLAN
(Full title of the Plan)
__________________
COPY TO
Cliffe F. Laborde Margaret F. Murphy
Senior Vice President, Jones, Walker, Waechter, Poitevent,
Secretary and General Counsel Carrere & Denegre, L.L.P.
Tidewater Inc. 51st Floor
1440 Canal Street 201 St. Charles Avenue
New Orleans, Louisiana 70112 New Orleans, Louisiana 70170
(504) 566-4545
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered(1) Per Unit(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock 300,000 shares $45.125(3) $13,537,500 $3,993.57
(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
March 6, 1998, in accordance with Rule 457(c).
</TABLE>
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, except for pages F-2 through F-19,
which have been updated by Form 8-K filed with the Commission on
March 9, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1997, September 30, 1997 and December 31,
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, the
Company's Current Report on Form 8-K dated May 22, 1997 filed
with the Commission on May 30, 1997 and the Company's Current
Report on Form 8-K filed with the Commission on March 9, 1998.
(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 and year-to-date
periods ended June 30, 1997, September 30, 1997 and December 31,
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 reports, included in the Quarterly
Reports on Form 10-Q of the Company for the quarters ended June
30, 1997, September 30, 1997 and December 31, 1997, and
incorporated herein by reference, state that they did not audit
and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their
reports 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 reports on the
unaudited interim financial information because those reports are
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.
II-2
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,
hereunto duly authorized, in the City of New Orleans, State of Louisiana, on
February 19, 1998.
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, February 19, 1998
- ------------------------ President and Chief Executive
William C. O'Malley Officer
(Principal Executive Officer)
/s/ Ken C. Tamblyn Executive Vice President and February 19, 1998
- ------------------------ Chief Financial Officer
Ken C. Tamblyn (Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert H. Boh Director February 18, 1998
- -------------------------
Robert H. Boh
/s/ Donald T. Bollinger Director February 19, 1998
- -------------------------
Donald T. Bollinger
/s/ Arthur R. Carlson Director February 19, 1998
- --------------------------
Arthur R. Carlson
/s/ Larry D. Hornbeck Director February 19, 1998
- --------------------------
Larry D. Hornbeck
/s/ Hugh J. Kelly Director February 19, 1998
- --------------------------
Hugh J. Kelly
/s/ John P. Laborde Director February 19, 1998
- --------------------------
John P. Laborde
/s/ Paul W. Murrill Director February 19, 1998
- --------------------------
Paul W. Murrill
/s/ Lester Pollack Director February 19, 1998
- --------------------------
Lester Pollack
/s/ J. Hugh Roff, Jr. Director February 18, 1998
- --------------------------
J. Hugh Roff, Jr.
S-1
EXHIBIT 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
March 9, 1998
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
300,000 shares (the "Shares") of common stock, $.10 par value
for each share, pursuant to the terms of the Tidewater Inc.
Employee Restricted Stock 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.
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
EXHIBIT 15
Ernst & Young LLP 4200 One Shell Square Phone: 504-581-4200
701 Poydras Street
New Orleans
Louisiana 70139-9869
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 300,000 shares of its common stock pertaining to
the Tidewater Inc. Employee Restricted Stock Plan of our reports
dated January 23, 1998, October 20, 1997 and 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 quarters ended December 31, 1997, September 30,
1997 and June 30, 1997, respectively.
Pursuant to rule 436(c) of the Securities Act of 1933, our
reports are 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
March 9, 1998
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Tidewater Inc.:
We consent to the use of our report incorporated by reference
to the Company's Form 8-K filed with the Securities and
Exchange Commission on March 9, 1998.
KMPG Peat Marwick LLP
New Orleans, Louisiana
March 4, 1998
