SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TODD SHIPYARDS CORPORATION
Exact name of registrant as specified in its charter)
DELAWARE 91-1506719
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
1801-16th Avenue SW, Seattle, WA 98134-1089
(Address of principal executive offices) (zip code)
Registrant's telephone number (206) 623-1635
Incentive Stock Compensation Plan
Of Todd Shipyards Corporation
Michael G. Marsh
Secretary and General Counsel
Todd Shipyards Corporation
1801 16th Avenue SW
Seattle, WA 98134
(206) 623-1635
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common 314,998 (1) $1,500,628 $590
Stock, shares
$.01 par
value
Common 185,002 $4.50(2) $ 832,509 $295
Shares shares
(1) Based on exercise price of outstanding options pursuant to Rule
457(h)(1).
(2) Based on $4.50 representing the closing market price on the New York
Stock Exchange on September 15, 1998, in accordance with Rule 457(h)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference certain documents
which are not presented herein or delivered herewith. All documents
subsequently filed by Todd Shipyards Corporation (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall 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.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission pursuant to the Exchange Act, are hereby
incorporated by reference in this Registration Statement:
(A) Company's Annual Report on Form 10-K for the fiscal year ended March 29,
1998;
(B) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange At since the end of the Company's fiscal year ended March 29, 1998;
and
(C) Description of the Company's Common Stock, $.01 par value contained in
the Company's Form 10/A filed on September 23, 1998.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or
is deemed to be incorporated herein, modifies or supersedes such statement.
Any such statement so modified or superceded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
Copies of any such documents, other than exhibits to such documents, are
available without charge upon request from Todd Shipyards Corporation, 1801
16th Avenue SW, Seattle, WA 98134, Attn: Michael G. Marsh (telephone: 206-
442-8501).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Greensfelder, Hemker & Gale, P.C. ("GH&G"), 2000 Equitable
Building, 10 South Broadway, St. Louis, Missouri 63102. GH&G and certain of
its officers own, beneficially, an aggregate of 2,000 shares of Common Stock.
In addition, Joseph D. Lehrer, an officer of GH&G, is a director of the
Company.
The consolidated financial statements of the Company at March 29, 1998
and for each of the three years in the period ended March 29, 1998, included
in the Company's Form 10-K for the fiscal year ended March 29, 1998 and
incorporated herein by reference have been audited by Ernst & Young LLP,
independent auditors, as set forth on their reports therein and incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of Section 145 of Chapter one of Title 8 of the Delaware
Code, as amended (Section 145 of the General Corporation Law of the State of
Delaware), provide:
Section 145. Indemnification of officers, directors, employees and
agents; insurance
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he 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. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which 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 reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he 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 except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
matter "not opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(j) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") 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 such 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 matters 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 Securities Act and will be governed by the
final adjudication of such issue.
The Registrant is party to indemnification agreements entered into on
behalf of certain directors and officers of the Registrant.
ITEM 8. EXHIBITS
5.1 Opinion and consent of Greensfelder, Hemker & Gale, P.C.
23.2 Consent of Greensfelder, Hemker & Gale, P.C. (included in
Exhibit 5.1 above)
23.1 Consent of Ernst & Young LLP
ITEM 9. UNDERTAKINGS
The undersigned Registrant undertakes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
SIGNATURES
Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.
TODD SHIPYARDS CORPORATION
/s/ Stephen G. Welch
By: Stephen G. Welch
Its: President and CEO
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURES TITLES DATE
_______________________
/s/Patrick W.E. Hodgson Chairman of the Board September 23, 1998
_______________________
/s/Brent D. Baird Director September 23, 1998
_______________________
/s/Steven A. Clifford Director September 23, 1998
_______________________
/s/Joseph D. Lehrer Director September 23, 1998
_______________________
/s/Philip N. Robinson Director September 23, 1998
_______________________
/s/John D. Weil Director September 23, 1998
_______________________
/s/Scott H. Wiscomb Treasurer and CFO September 23, 1998
SIGNATURES
Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.
TODD SHIPYARDS CORPORATION
/s/ Stephen G. Welch
By: Stephen G. Welch
Its: President and CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURES TITLES DATE
_______________________ Chairman of the Board September 23, 1998
/s/Patrick W.E. Hodgson
_______________________ Director September 23, 1998
/s/Brent D. Baird
_______________________ Director September 23, 1998
/s/Steven A. Clifford
_______________________ Director September 23, 1998
/s/Joseph D. Lehrer
_______________________ Director September 23, 1998
/s/Philip N. Robinson
_______________________ Director September 23, 1998
/s/John D. Weil
_______________________ Treasurer & CFO September 23, 1998
/s/Scott H. Wiscomb
Greensfelder, Hemker & Gale, P.C.
2000 Equitable Building
10 South Broadway
St. Louis, Missouri 63102-1612
September 16, 1998
Todd Shipyards Corporation
1801 16th Avenue SW
Seattle, Washington 98134-1089
Gentlemen:
We have acted as your counsel in connection with various matters in
connection with the Todd Shipyards Corporation Incentive Stock Compensation
Plan (the "Plan") and the related registration under the Securities Act of
1933 of the 500,000 shares of the Common Stock, $.01 par value, authorized
for issuance pursuant to such Plan. In connection therewith, we have
reviewed the actions of the Board of Directors of Todd Shipyards Corporation
(the "Company") in adopting the Plan and in the issuance of options currently
outstanding under the Plan together with the ratification of the adoption of
the Plan by the Company's stockholders.
Based thereon and upon a review of such other matters as we deem necessary or
appropriate, we are of the opinion that the shares of the Company's Common
Stock, upon issuance and delivery in accordance with the terms of the Plan
(including the payment to the Company of any exercise price due in connection
with the grants of options or other awards under the terms of the Plan), will
be duly authorized and issued and fully paid and non-assessable. We consent
to the filing of this opinion as an Exhibit to the Registration Statement on
Form S-8.
Very truly yours,
Greensfelder, Hemker & Gale, P.C.
By: Charles E.H. Luedde
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Incentive Stock Compensation Plan of Todd
Shipyards Corporation of our report dated May 29, 1998, with respect to the
consolidated financial statements and schedule of Todd Shipyards Corporation
included in its Annual Report (Form 10-K) for the year ended March 29, 1998,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
September 22, 1998
