As filed with the Securities and Exchange Commission on March 9, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3542736
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
11200 RICHMOND AVE., SUITE 400
HOUSTON, TEXAS 77082
(713) 782-5990
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------------------
RANDALL BLANK
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
1370 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NEW YORK 10019
(212) 307-6633
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
COPY TO:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective. If the only securities
being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earliest effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
NY2:\1002779\06\LHQZ06!.DOC\73293.0004
CALCULATION OF REGISTRATION FEE
--------------------------- -------------------------- -------------------------- ------------------------ ------------------------
Title of Security Amount to be Offering Price Aggregate Offering
to be Registered Registered Per Share (1) Price (1) Registration Fee
--------------------------- -------------------------- -------------------------- ------------------------ ------------------------
Common Stock, 433,629 shares $48.745 $21,137,246 $5,285
par value
$.01 per share
--------------------------- -------------------------- -------------------------- ------------------------ ------------------------
(1) Estimated solely for purposes of calculating the amount of the registration
fee. This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933, based on the average of the high and low sales prices
per share reported on the New York Stock Exchange on March 2, 2001.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
The information contained in this prospectus is not complete and may be changed.
The selling shareholders may not sell any shares of the common stock until our
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities in any state
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 9, 2001
433,629 Shares
[LOGO] SEACOR SMIT INC.
Common Stock
---------------------
o The selling stockholders named on page 10 are selling 433,629
shares of our common stock.
o Our common stock is traded on the New York Stock Exchange
under the symbol "CKH." On March 8, 2001, the last reported
sale price of the common stock was $50.20 per share.
o Our executive offices are located at 11200 Richmond Ave.,
Suite 400, Houston, Texas 77082 and our telephone number is
(713) 782-5990.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this prospectus is March , 2001.
TABLE OF CONTENTS
Page Page
---- ----
RISK FACTORS........................ 2 USE OF PROCEEDS.................... 9
ABOUT SEACOR SMIT INC............... 7 SELLING STOCKHOLDERS............... 9
WHERE YOU CAN FIND MORE PLAN OF DISTRIBUTION............... 12
INFORMATION....................... 7 LEGAL MATTERS...................... 13
INCORPORATION OF DOCUMENTS BY EXPERTS............................ 13
REFERENCE......................... 7
FORWARD-LOOKING
STATEMENTS........................ 8
You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information or make representations that are different. This document may only
be used where it is legal to sell these securities and is not an offer to sell,
or a solicitation of an offer to buy, these securities in any place where the
offer or sale is not permitted or where the person making such offer or
solicitation is not qualified to do so, or to anyone to whom it is unlawful to
make such offer or solicitation. The information in this document may only be
accurate on the date of this document.
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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you.
You should read the entire prospectus, including the additional documents to
which we refer you, before making an investment decision. In this prospectus
"we," "our," "us," and "SEACOR" refer to SEACOR SMIT Inc., its consolidated
subsidiaries and its equity interest in Chiles Offshore Inc.
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the oil
and gas exploration and production industry. We are also one of the leading
providers of oil spill response services to owners of tank vessels and oil
storage, processing and handling facilities, and own a substantial minority
equity interest in a company that owns and operates mobile offshore jackup
drilling rigs.
Additional information regarding us, including our audited
financial statements and descriptions of our business, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" below and "Incorporation of Documents by Reference" on page 7.
Our executive offices are located at 11200 Richmond Ave, Suite
400, Houston, Texas 77082 and our telephone number is (713) 782-5990.
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RISK FACTORS
We encourage you to consider carefully these risk factors together with all of
the information included or incorporated by reference in this prospectus before
you decide to purchase shares of our common stock.
OUR INDUSTRY IS SUBJECT TO CYCLICALITY, AND A SIGNIFICANT OR PROLONGED DECLINE
IN OIL AND GAS PRICES WOULD LIKELY REDUCE THE LEVEL OF EXPLORATION AND
DEVELOPMENT OF OFFSHORE AREAS, WHICH WOULD RESULT IN A LOWER DEMAND FOR OUR
OFFSHORE MARINE SERVICES AND DRILLING RIGS.
Our industry is highly cyclical. Activity in the offshore oil
and gas exploration and production industry has a significant impact on our
offshore vessel operations and the operations of Chiles Offshore Inc., a
drilling rig company in which we hold an approximate 27% equity interest.
Factors that affect the level of exploration and development of offshore areas
include both short-term and long-term trends in oil and gas prices. In recent
years, oil and gas prices have been extremely volatile and, as a result, the
level of offshore exploration and drilling activity also has been extremely
volatile. Reductions in oil and gas prices generally result in decreased
drilling and production and corresponding decreases in demand for our offshore
vessel services and Chiles' drilling rigs. Decreased demand for these services
and drilling rigs would reduce our revenue and profitability.
WE RELY ON SEVERAL CUSTOMERS FOR A SIGNIFICANT SHARE OF OUR REVENUES. THE LOSS
OF ANY OF THESE CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS AND OPERATING
RESULTS.
Customers of our offshore marine services are primarily the
major oil companies and large independent oil and gas exploration and production
companies. The portion of our revenues attributable to any single customer
changes over time, depending on the level of relevant activity by the customer,
our ability to meet the customer's needs, and other factors, many of which are
beyond our control. During 1999, we received approximately 10% of our offshore
marine service operating revenues from Chevron Corporation. During 1999,
National Response Corporation, our oil spill response service subsidiary,
received approximately 25% of its environmental retainer revenue from Coastal
Refining and Marketing, Inc. and 13% from Citgo Petroleum Corporation, its two
largest customers.
WE MAY INCUR SIGNIFICANT COSTS, LIABILITIES AND PENALTIES IN COMPLYING WITH
GOVERNMENT REGULATIONS.
Government regulation, such as international conventions,
federal, state and local laws and regulations in jurisdictions where our vessels
operate or are registered, have a significant impact on our offshore marine and
environmental response businesses. These regulations relate to worker health and
safety, the manning, construction and operation of vessels, oil spills and other
aspects of environmental protection.
Risks of incurring substantial compliance costs and
liabilities and penalties for non-compliance, particularly with respect to
environmental laws and regulations, are inherent in our business. If this
happens, it could have a substantial negative impact on our profitability and
financial position. We cannot predict whether we will incur such costs or
penalties in the future.
2
WE FACE INTENSE COMPETITION, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
INCREASE OUR MARKET SHARE AND OUR REVENUES.
Our businesses operate in highly competitive industries. High
levels of competition could reduce our revenues, increase our expenses and
reduce our profitability.
In addition to price, service and reputation, important
competitive factors for offshore supply fleets include: customers' national flag
preference, operating conditions and intended use (all of which determine the
suitability of available vessels), complexity of logistical support needs and
presence of equipment in the appropriate geographical locations.
The important competitive factors in the environmental
services business are price, service, reputation, experience and operating
capabilities. In addition, we believe that the absence of uniform environmental
regulation and enforcement on international, federal, state and local levels has
lowered barriers to entry in several market segments and increased the number of
competitors. Our oil spill response business faces competition from the Marine
Spill Response Corporation (a non-profit corporation funded by the major
integrated oil companies), other industry cooperatives and smaller contractors
who target specific market niches.
In the contract drilling business, customers generally award
contracts on a competitive bid basis and contractors can move rigs from areas of
low utilization and day rates to areas of greater activity and higher day rates.
We believe that, as a result, competition for drilling contracts will continue
to be intense for the foreseeable future. Decreases in drilling activity in a
major market could depress day rates and could reduce utilization of Chiles'
rigs. Substantially all of Chiles' competitors in the business of providing
jackup drilling services have substantially larger fleets and are more
established as drilling contractors.
AN INCREASE IN SUPPLY OF OFFSHORE MARINE VESSELS WOULD LIKELY HAVE A NEGATIVE
EFFECT ON THE CHARTER RATES FOR OUR VESSELS, WHICH COULD REDUCE OUR EARNINGS.
Expansion of the worldwide offshore marine fleet would
increase competition in the markets where we operate. Increased refurbishment of
disused or "mothballed" vessels, conversion of vessels from uses other than oil
support and related activities or construction of new vessels could all add
vessel capacity to current worldwide levels. A significant increase in vessel
capacity would lower charter rates and result in a corresponding reduction in
our revenues and profitability.
MARINE-RELATED RISKS COULD LEAD TO THE DISRUPTION OF OUR OFFSHORE MARINE
SERVICES AND TO OUR INCURRENCE OF LIABILITY.
The operation of offshore support vessels is subject to
various risks, including catastrophic marine disaster, adverse weather and sea
conditions, capsizing, grounding, mechanical failure, collision, oil and
hazardous substance spills and navigation errors. These risks could endanger the
safety of our personnel, vessels, cargo, equipment under tow and other property,
as well as the environment. If any of these events were to occur, we could be
held liable for resulting damages. In addition, the affected vessels could be
removed from service and would not be available to generate revenue.
3
DRILLING-RELATED RISKS COULD LEAD TO THE DISRUPTION OF CHILES' DRILLING SERVICES
AND TO ITS INCURRENCE OF LIABILITY.
The operation of offshore jackup drilling rigs by Chiles is
subject to various risks, including blowouts, craterings, fires, collisions,
groundings of drilling equipment and adverse weather and sea conditions. These
hazards could damage the environment, cause personal injury or loss of life and
damage or destroy the property and equipment involved. In addition, the rigs
face many of the marine-related risks associated with our offshore support
vessels. If any of these events were to occur, Chiles could incur substantial
liability for oil spills, reservoir damage and other accidents. In addition, the
affected rigs could be removed from service and would not be available to
generate revenue.
INSURANCE COVERAGE MAY NOT PROTECT US FROM ALL OF THE LIABILITIES THAT COULD
ARISE FROM THE RISKS INHERENT IN OUR BUSINESSES.
We maintain insurance coverage against the risks related to
our offshore marine and environmental response services. There can be no
assurance, however, that our existing insurance coverage can be renewed at
commercially reasonable rates or that available coverage will be adequate to
cover future claims. If a loss occurs that is partially or completely uninsured,
we could be exposed to substantial liability.
OUR SIGNIFICANT INTERNATIONAL OPERATIONS ARE SUBJECT TO CURRENCY EXCHANGE RISKS.
To minimize the financial impact of currency fluctuations and
risks arising from fluctuations in currency exchange rates, we attempt to
contract the majority of our services in U.S. dollars. However, in some of our
foreign businesses, we collect revenues and pay expenses in local currency.
Because we conduct substantially all of our operations in U.S. dollars, if the
value of local currencies decline against the U.S. dollar, our operating
revenues in these foreign countries would effectively be reduced. We engage in
certain currency hedging arrangements designed to minimize the effect of
fluctuation in pounds sterling, the currency in the United Kingdom, where most
of our currency exchange risk arises. There can be no assurance, however, that
we will not incur losses in the future as a result of currency exchange rate
fluctuations.
MUCH OF OUR OFFSHORE MARINE OPERATIONS ARE CONDUCTED IN FOREIGN COUNTRIES.
UNSTABLE POLITICAL, MILITARY AND ECONOMIC CONDITIONS IN THOSE COUNTRIES COULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
During 1999, approximately 39% of our offshore marine revenues
were derived from foreign operations. These operations are subject to risks,
among other things, of political instability, potential vessel seizure,
nationalization of assets, currency restrictions, import-export quotas and other
forms of public and governmental regulation, all of which are beyond our
control. Economic sanctions or an oil embargo in Nigeria, for example, could
have a significant negative impact on activity in the oil and gas industry in
offshore West Africa, a region in which we operate vessels. In addition, our
offshore support vessel operations in Mexico are significantly affected by
Mexican government policy. We cannot predict whether any such conditions or
events might develop in the future.
4
AS OUR VESSELS BECOME OLDER, WE MAY NOT BE ABLE TO MAINTAIN OR REPLACE OUR
VESSELS.
As of September 30, 2000, the average age of vessels we owned,
excluding our standby safety vessels, was approximately 14.0 years. We believe
that after an offshore supply vessel has been in service for approximately 25
years, the expense (which typically increases with age) necessary to satisfy
required marine certification standards may not be economically justifiable.
There can be no assurance that we can maintain our fleet by extending the
economic life of existing vessels, or that our financial resources will be
sufficient to enable us to make expenditures necessary for these purposes or to
acquire or build replacement vessels.
SPILL RESPONSE REVENUE IS DEPENDENT UPON THE MAGNITUDE AND NUMBER OF SPILL
RESPONSES.
National Response's spill response revenue can vary greatly
between comparable fiscal periods based on the number and magnitude of spill
responses in any given period. As a result, our revenue and profitability
attributable to this business may vary greatly from period to period.
A RELAXATION OF OIL SPILL REGULATION OR ENFORCEMENT COULD REDUCE DEMAND FOR OUR
SERVICES.
Our environmental response business is dependent upon the
enforcement of regulations promulgated under the federal Oil Pollution Act of
1990 and, to a lesser extent, upon state regulations. Less stringent oil spill
regulations or less aggressive enforcement of these regulations would decrease
demand for National Response's services. We cannot assure you that oil spill
regulation will not be relaxed or enforcement of existing or future regulation
will not become less stringent. If this happens, the demand for our oil spill
response services could be reduced, which could have a negative impact on our
profitability.
NATIONAL RESPONSE RELIES ON BEING CLASSIFIED AS AN "OIL SPILL REMOVAL
ORGANIZATION." A CHANGE IN, OR REVOCATION OF, THIS CLASSIFICATION WOULD RESULT
IN A LOSS OF BUSINESS.
National Response is a classified Oil Spill Removal
Organization, or an "OSRO." OSRO classification is a voluntary process conducted
by the United States Coast Guard. The Coast Guard classifies OSROs based on
their overall ability to respond to various types and sizes of oil spills in
different operating environments, such as rivers/canals, inland waters and
oceans. Coast Guard classified OSROs have a competitive advantage over
non-classified service providers. Customers of a classified OSRO are exempt from
regulations that would otherwise require them to list their oil spill response
resources in filings with the Coast Guard. A loss of National Response's
classification or changes in the requirements could eliminate or diminish
National Response's ability to provide customers with this exemption. If this
happens, we could lose customers, in which case our revenues and profitability
could be reduced.
NATIONAL RESPONSE MAY INCUR LIABILITY IN CONNECTION WITH PROVIDING SPILL
RESPONSE SERVICES.
Although National Response is generally exempt from liability
under the federal Clean Water Act for its own actions and omissions in providing
spill response services, this exemption would not apply if National Response is
found to have been grossly negligent or to have engaged in willful misconduct,
or if National Response fails to provide these services consistent with
applicable regulations and directives under the Clean Water Act. In addition,
the exemption under the federal Clean Water Act would not protect National
Response against liability for personal injury or wrongful death, or against
5
prosecution under other federal or state laws. While most of the U.S. states in
which National Response provides service have adopted similar exemptions,
several states have not. If a court or other applicable authority determines
that National Response does not benefit from federal or state exemptions from
liability in providing spill response services, we could be liable together with
the local contractor and the responsible party for any resulting damages,
including damages caused by others.
IF WE DO NOT RESTRICT THE AMOUNT OF FOREIGN OWNERSHIP OF OUR COMMON STOCK, WE
COULD BE PROHIBITED FROM OPERATING OUR VESSELS IN PARTS OF THE U.S., WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND OPERATING RESULTS.
We are subject to the Shipping Act, 1916 and the Merchant
Marine Act of 1920. These Acts govern, among other things, the ownership and
operation of vessels used to carry cargo between U.S. ports. The Acts require
that vessels engaged in the "U.S. coastwise trade" be owned by U.S. citizens and
built in the United States. For a corporation engaged in the U.S. coastwise
trade to be deemed a citizen of the U.S.:
o the corporation must be organized under the laws of the U.S.
or of a state, territory or possession thereof,
o each of the chief executive officer and the chairman of the
board of directors must be a U.S. citizen (and no officer who
is not a U.S. citizen may act in such person's absence),
o no more than a minority of the number of directors of such
corporation necessary to constitute a quorum for the
transaction of business can be non-U.S. citizens and
o at least 75% of the interest in such corporation must be owned
by U.S. "citizens" (as defined in the Acts).
We would be prohibited from operating our vessels in the U.S.
coastwise trade during any period in which we did not comply with these
regulations. To facilitate compliance, our certificate of incorporation:
o limits ownership by foreigners of any class of our capital
stock (including our common stock) to 22.5%, so that foreign
ownership will not exceed the 25.0% permitted. Under certain
circumstances our board of directors may increase this
percentage to 24.0%,
o requires a stock certification system with two types of
certificates to aid tracking of ownership, and
o permits our board of directors to make such determinations to
ascertain ownership and implement such limitations as
reasonably may be necessary.
6
ABOUT SEACOR SMIT INC.
We are a major provider of offshore marine services to the oil and gas
exploration and production industry. We are also one of the leading providers of
oil spill response services to owners of tank vessels and oil storage,
processing, and handling facilities, and own a substantial minority equity
interest in a company that owns and operates mobile offshore jackup drilling
rigs.
Additional information regarding SEACOR, including our audited
financial statements and descriptions of our business, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" below and "Incorporation of Documents by Reference," below.
Our executive offices are located at 11200 Richmond Ave, Suite 400,
Houston, Texas 77082 and our telephone number is (713) 782-5990.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Copies of these reports, proxy statements and
other information may be read and copied at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may request copies of these
documents by writing to the SEC and paying a fee for the copying costs. You may
also call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our SEC filings are also available to the public from
the SEC's Internet site at http://www.sec.gov. Our common stock is traded on the
New York Stock Exchange and you may inspect the reports, proxy statements and
other information we file with the New York Stock Exchange at its offices
located at 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus, which means that we may disclose material
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and any
later information that we file with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below and any additional documents we file with the SEC under Sections 13(a) or
14 of the Securities Exchange Act of 1934 until the offering of the common stock
is terminated. This prospectus is part of a registration statement on Form S-3
that we filed with the SEC and does not contain all of the information set forth
in the registration statement.
The following documents that we previously filed with the SEC are
incorporated by reference:
(1) our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (as amended on Form 10-K/A
filed on April 6, 2000);
7
(2) our Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000, filed on May 15, 2000, August 14,
2000 and November 14, 2000, respectively;
(3) our Current Reports on Form 8-K filed on June 16,
2000, January 18, 2001, March 5, 2001 and March 8,
2001; and
(4) the description of our common stock contained in our
registration statements on Form 8-A filed on November
30, 1992 and October 9, 1996, including any amendment
or report filed for the purposes of updating such
description.
We will provide any person to whom a copy of this prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference, other than exhibits to those documents unless
specifically incorporated by reference. You should direct any requests for
documents to SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019, Attention: Corporate Secretary.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus, including without limitation, statements containing the words
"believes," "anticipates," "hopes," "intends," "expects," "will," "plans," and
other similar words may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results to differ materially from
expectations, including those in the section entitled "Risk Factors." Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. We disclaim any obligation to
update any of those statements or to publicly announce any updates or revisions
to any of the forward-looking statements contained in this prospectus to reflect
any change in our expectations with regard thereto or any change in events,
conditions, circumstances or assumptions underlying the statements.
USE OF PROCEEDS
The shares of common stock are being offered solely for the accounts of
the selling stockholders. We will not receive any proceeds from the sale of the
shares.
8
SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of
common stock owned by each selling stockholder. We issued the shares of common
stock to the selling stockholders in private transactions on December 20, 2000
and January 9, 2001 in connection with our acquisitions of SCF Corporation and
Plaisance Marine, Inc.
Because the selling stockholders may sell all, a portion or none of
their shares, no estimate can be made of the aggregate number of shares that
each selling stockholder may actually sell or that each selling stockholder will
own upon completion of this offering. The amounts identified as "Total Shares to
be Sold" assume the selling stockholders dispose of all shares of common stock
issued to them in connection with our acquisitions of SCF Corporation and
Plaisance Incorporated. Officers and directors of SEACOR have advised us that
they have no present intent to sell any of the securities registered pursuant to
the registration statement of which this prospectus forms a part.
Mr. Charles Fabrikant, a selling stockholder, has been Chairman of the
Board and Chief Executive Officer of SEACOR since December 1989 and has served
as a director of several SEACOR subsidiaries since December 1989. Mr. Fabrikant
has also been President of SEACOR since October 1992. Mr. Randall Blank, a
selling stockholder, has been Executive Vice President, Chief Financial Officer
and Secretary of SEACOR since December 1989 and is an officer of various
subsidiaries of SEACOR. Messrs. Granville Conway and Andrew Morse, selling
stockholders, are Directors of SEACOR and each has served in that capacity since
December 1989. Mr. Michael Gellert, a Director of SEACOR, is a general partner
of Windcrest Partners, L.P., a selling stockholder and was a director of SCF
Corporation. Mr. Fred Farkouh and Mrs. Martha M. Farkouh, both selling
stockholders are married. The spouse of each of Mrs. Mary A. Faccio and Mrs.
Charlene Furman, each selling stockholders, is a partner of Mr. Farkouh in the
firm of Farkouh, Furman and Faccio, which has been retained by the Company since
1989 to provide tax, financial advisory, consulting and accounting services. Ms.
Judy C. Plaisance and Mr. Phillip Plaisance, each selling stockholders, were
President and Secretary, respectively, of Plaisance Marine, Inc. Five barges
formerly operated by SCF Corporation are approximately 20% owned by Mr. Fred
Farkouh, approximately 10% owned by the husband of Ms. Mary Faccio,
approximately 20% owned by the husband of Ms. Charlene Furman and 50% owned by
Mr. Matthew Weber, each Selling Stockholders.
Of the 433,629 shares of SEACOR common stock making up this Offering:
o former stockholders of SCF are offering 375,445 shares of our
common stock (45,053 of which are held in escrow in the event
that an obligation to indemnify SEACOR arises); and
o former stockholders of Plaisance are offering 58,184 shares of
SEACOR common stock.
The shares offered by this prospectus may be offered from time to time
by the selling stockholders named below or by any of their pledgees, donees,
transferees or other successors in interest. The amounts set forth below are
based upon information provided by the selling stockholders and are accurate to
the best of our knowledge. It is possible, however, that the selling
stockholders may acquire or dispose of additional shares of common stock from
time to time after the date of this prospectus.
9
COMMON STOCK COMMON STOCK PERCENTAGE OF
OWNED BEFORE TOTAL SHARES TO OWNED AFTER THE CLASS AFTER THE
SELLING STOCKHOLDER THE OFFERING BE SOLD OFFERING OFFERING
-------------------------------------------- ---------------- ----------------- ----------------- -----------------
Randall Blank (1) 124,643 5,407 119,236 *
Julie P. Callais 14,546 14,546 0 *
Kathleen Anna Clements 27,417 27,417 0 *
Granville Conway (2) 138,500 27,417 111,083 *
Eric Fabrikant Trust (3) 3,789 3,789 0 *
Charles Fabrikant (3) 951,249 26,330 968,372 5.0%
Fabrikant International Corporation (3) 372,727 51,031 321,696 1.7%
Mary A. Faccio 6,095 2,741 3,354 *
Fred Farkouh 926 926 0 *
Martha M. Farkouh 23,600 5,483 18,117 *
Thomas R. Farrell 1,827 1,827 0 *
Thomas Flint 231 231 0 *
Charlene Furman 9,736 5,483 4,253 *
David Gavrin 682 682 0 *
Aaron Gilman 59,944 13,708 46,236 *
Robert Gilman 21,208 13,708 7,500 *
Martin Gold 33,000 3,656 29,344 *
Harlan Fabrikant Trust (3) 3,789 3,789 0 *
Andrew Morse (2) 24,031 2,731 21,300 *
Judy C. Plaisance 14,546 14,546 0 *
Phillip Plaisance 14,546 14,546 0 *
Scott M. Plaisance 14,546 14,546 0 *
Carl Vowell 231 231 0 *
VSS Holding Corporation (3) 103,236 103,236 0 *
Matthew Weber 23,520 8,029 15,491 *
Windcrest Partners, L.P. (2) (4) 380,262 67,593 312,669 1.6%
-------------------------
(1) Shares reported as "Owned Before the Offering" include 92,217 options
exercisable within 60 days to purchase Common Stock and 5,200 shares of
restricted stock over which Mr. Blank exercises sole voting power.
(2) In addition to Common Stock represented as "Owned Before the Offering",
Granville E. Conway and Andrew Morse each own options exercisable after the
earlier of May 23, 2001 or the date of Company's 2001 Annual Meeting of
Stockholders to purchase 3,000 shares of Common Stock. These options were
issued pursuant to 2000 Stock Option Plan For Non-Employee Directors.
(3) Includes 503,221 shares of common stock that Mr. Fabrikant may be deemed to
own through his interest in, and control of: (i) Fabrikant International
Corporation, of which he is President, the record owner of 372,727 shares
of common stock, (ii) Fabrikant International Profit Sharing Trust of which
he is the trustee, the record owner of 19,680 shares of common stock, (iii)
Eric Fabrikant Trust, of which he is Trustee, the record owner of 3,789
shares of common stock, (iv) Harlan Fabrikant Trust, of which he is
Trustee, the record owner of 3,789 shares of common stock and (v) VSS
Holding Corporation, of which he is President and sole stockholder, the
record owner of 103,236 shares of common stock. Also includes 344,167
shares of common stock issuable upon the exercise of options exercisable
within 60 days and 34,160 shares of restricted stock over which Mr.
Fabrikant exercises sole voting power.
10
(4) Michael F. Gellert, a director of SEACOR, is a general partner of Windcrest
Partners, L.P. and, together with all of the general partners thereof, may
be deemed to share beneficial ownership of shares of common stock
beneficially owned thereby.
* Less than 1%.
11
PLAN OF DISTRIBUTION
We are registering the shares of our common stock described in this
prospectus for the selling stockholders. Subject to the limitations on the use
of this prospectus described below, the "selling stockholders" also include
persons who receive shares as a gift from a selling stockholder, commonly known
as donees, and persons who receive shares from a selling stockholder as
collateral to secure a loan, commonly known as pledgees, who are selling shares
received from a named selling stockholder after the date of this prospectus. We
will pay all costs, expenses and fees in connection with the registration of the
shares offered by this prospectus. The selling stockholders, however, will pay
for any brokerage commissions and similar selling expenses, if any, attributable
to the sale of their shares. Sales of the shares may be made by selling
stockholders from time to time in one or more types of transactions, which may
include sales in block transactions, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the shares, through short sales of the shares, or a combination of these methods
of sale, at market prices prevailing at the time of sale or at negotiated
prices. These transactions may or may not involve brokers or dealers. The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. They also have advised us
that there is no underwriter or coordinating broker acting in connection with
the proposed sale of the shares by the selling stockholders.
The selling stockholders may sell their shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of the shares for
whom the broker-dealers may act as agents or to whom they sell as principal, or
both. The compensation as to a particular broker-dealer might be in excess of
customary commissions.
The selling stockholders may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the selling
stockholder, including in connection with distributions of the common stock by
the broker-dealers. The selling stockholders may enter into option or other
transactions with broker-dealers that involve the delivery of their shares to
the broker-dealers, who may then resell or otherwise transfer the shares. The
selling stockholders may also loan or pledge their shares to a broker-dealer and
the broker-dealer may sell the shares so loaned or, upon a default, may sell or
otherwise transfer the pledged shares.
The selling stockholders and any broker-dealers that act in connection
with the sale of their shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933. In that event, any
commissions received by the broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each of the selling stockholders for liabilities they incur for
selling their shares using this prospectus, including liabilities arising under
the Securities Act. The selling stockholders, however, have indemnified us for
any liabilities arising out of information furnished to us on behalf of the
selling stockholder for use in this prospectus. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of their shares against certain liabilities,
including liabilities arising under the Securities Act.
12
Because selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the selling stockholders that the anti-manipulative rules under
the Securities Exchange Act of 1934, including Regulation M, may apply to their
sales in the market.
Selling stockholders may also resell all or a portion of their common
stock in open market transactions in reliance upon the SEC's Rule 144 without
delivering this prospectus, provided they meet the criteria and conform to the
requirements of that rule.
If a selling stockholder notifies us that it has entered into a
material arrangement with a broker-dealer for the sale of that selling
stockholder's shares of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, we will, if required, file a supplement or an amendment to this
prospectus. Any such supplement would disclose the name of each of those selling
stockholders and of the participating broker-dealer(s), the number of shares
involved, the price at which the shares were sold, the commissions paid or
discounts or concessions allowed to the broker-dealer(s), where applicable, that
the broker-dealer(s) did not conduct any investigation to verify the information
set out in this prospectus, and the other facts material to the transaction. In
addition, if a selling stockholder notifies us that a donee or pledgee intends
to sell more than 500 shares, we will file a supplement to this prospectus.
Sales of a substantial number of shares of the common stock in the
public market by the selling stockholders or even the potential of such sales
could adversely affect the market price for our common stock, which could have a
direct impact on the value of the shares being offered by the selling
stockholder.
LEGAL MATTERS
The validity of the shares of common stock has been passed upon for us
by Weil, Gotshal & Manges LLP, New York, New York.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus from our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (as amended on Form 10-K/A filed on April 6, 2000) have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their reports with respect thereto, which are incorporated herein by reference,
and have been so incorporated herein in reliance upon the authority of such firm
as experts in accounting and auditing in giving said reports.
13
================================================================================
We have not authorized any dealer, salesperson or
other person to give any information or to make any
representations other than those contained in this
prospectus. You must not rely on any unauthorized
information. This prospectus does not offer to sell or buy
any securities in any jurisdiction where it is unlawful. The
information in this prospectus is current as of March 9, 2001. [Logo] SEACOR SMIT Inc.
--------------------
433,629 Shares
of
Common Stock
------------------
P R O S P E C T U S
------------------
March , 2001
================================================================================
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the various costs and
expenses payable by the Registrant in connection with the sale of the shares
being registered hereby:
SEC registration fee........................ $ 6,000
Transfer Agent fees......................... 3,000
Legal fees and expenses...................... 20,000
Accounting fees and expenses................. 5,000
Miscellaneous................................ 2,000
----------
Total................................... $ 36,000
Item 15. Indemnification and Limitation of Liability of Directors and Officers.
As more fully described below, Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL") permits Delaware corporations to
indemnify each of their present and former directors or officers under certain
circumstances, provided that such persons acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interests
of the corporation. Article III of our Amended and Restated By-laws provides
that we shall indemnify, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended from time to time, all persons whom we may
indemnify pursuant thereto and in the manner prescribed thereby.
Specifically, Section 145 of the DGCL provides that 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 the person 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 the person 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 the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon 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 the
person reasonably believed to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that the person's conduct was unlawful.
Section 145 of the DGCL also provides that 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 the
person 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,
II-1
employee, or agent of another 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 the
person in connection with the defense or settlement of such action or suit if
the person 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 adjudication 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.
Any such indemnification (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 such person has met the applicable standard of conduct
set forth above.
Section 145 of the DGCL permits a Delaware business corporation 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 such person 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 such person.
Section 102(b) of the DGCL enables a Delaware corporation to include a
provision in its certificate of incorporation limiting a director's liability to
the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Our certificate of incorporation contains
provisions that limit the personal liability of each of our directors or our
stockholders for monetary damages for breach of the fiduciary duty of care as a
director. These provisions eliminate personal liability to the fullest extent
permitted by the DGCL.
II-2
Item 16. Exhibits.
Number Description
------ -----------
2.1* Agreement and Plan of Merger, dated as of December 19, 2000, by
and between SEACOR SMIT Inc. and SCF Corporation.
2.2 Share Purchase Agreement, dated as of January 9, 2001, among
SEACOR SMIT Inc. and the other parties thereto.
4.1 Investment and Registration Rights Agreement, dated as of
December 19, 2000, among SEACOR SMIT Inc. and the other
parties thereto
4.2 Investment and Registration Rights Agreement, dated as of January
9, 2001, among SEACOR SMIT Inc. and the other parties thereto
5.1* Opinion of Weil, Gotshal & Manges LLP
23.1 Consent of Arthur Andersen LLP
23.2* Consent of Weil, Gotshal & Manges LLP
(included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page to the Registration
Statement)
----------------------
* To be filed by amendment.
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this registration statement;
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that the undertakings set forth in
paragraphs (a)(i) and (a)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section
II-3
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment 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) To remove from registration by means of a
post-effective amendment any of the securities being
registered hereby which remain unsold at the termination of
the offering.
(2) 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 that is incorporated by reference in this 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.
(3) 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 provisions in Item 15 above, 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 Securities 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 or 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
Securities Act and will be governed by the final adjudication of such issue.
II-4
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on March 9, 2001.
SEACOR SMIT INC.
By: /s/Randall Blank
---------------------------------------------
Randall Blank
Executive Vice President, Chief Financial
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or any of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including all post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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.
Signatures Title Date
---------- ----- ----
/s/Charles Fabrikant Chairman of the Board of March 9, 2001
------------------------------------ Directors, President and
Charles Fabrikant Chief Executive Officer
(Principal Executive Officer)
/s/ Randall Blank Executive Vice President, Chief March 9, 2001
----------------------------------- Financial Officer and Secretary
Randall Blank (Principal Financial Officer )
Director
-----------------------------------
Michael E. Gellert
II-5
/s/Andrew R. Morse Director March 9, 2001
-----------------------------------
Andrew R. Morse
/s/Granville E. Conway Director March 9, 2001
-----------------------------------
Granville E. Conway
/s/Stephen Stamas Director March 9, 2001
-----------------------------------
Stephen Stamas
/s/Richard M. Fairbanks III Director March 9, 2001
-----------------------------------
Richard M. Fairbanks III
Director
-----------------------------------
Pierre de Demandolx
/s/Antoon Kienhuis Director March 9, 2001
-----------------------------------
Antoon Kienhuis
Director
-----------------------------------
John Hadjipateras
/s/Lenny Dantin Vice President March 9, 2001
----------------------------------- (Principal Accounting Officer and
Lenny Dantin Controller)
II-6
EXHIBIT INDEX
Item 16. Exhibits.
Number Description
------ -----------
2.1* Agreement and Plan of Merger, dated as of December 19, 2000,
among SEACOR SMIT Inc. and SCF Corporation.
2.2 Stock Exchange Agreement, dated as of January 9, 2001, among
SEACOR SMIT Inc. and the other parties thereto.
4.1 Investment and Registration Rights Agreement, dated as of
December 19, 2000, among SEACOR SMIT Inc. and the other
parties thereto
4.2 Investment and Registration Rights Agreement, dated as of January
9, 2001, among SEACOR SMIT Inc. and the other parties thereto
5.1* Opinion of Weil, Gotshal & Manges LLP
23.1 Consent of Arthur Andersen LLP
23.2* Consent of Weil, Gotshal & Manges LLP
(included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page to the Registration
Statement)
----------------------
* To be filed by amendment.
II-7