File No. 333 -
As filed with the Securities and Exchange Commission
on November 21, 2002
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SEACOR SMIT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3542736
(State or other jurisdiction of (I.R.S. employer
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.
Rod D. Miller, 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. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Security Amount to be Proposed Maximum Aggregate Offering
to be Registered Registered (1) Price (2)(3) Registration Fee
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Common Stock, par value
$.01 per share
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Preferred Stock, par value
$.01 per share
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Debt Securities
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Warrants
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Total $300,000,000 $300,000,000 $27,600
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(1) An indeterminate number of or aggregate principal amount of the
securities is being registered as may at various times be issued at
indeterminate prices, separately or as units in combination with
other securities registered hereunder, with an aggregate public
offering price not to exceed $300,000,000 or the equivalent thereof
in one or more currencies.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(3) Separate consideration may not be received for registered securities
that are issued upon exercise, conversion or exchange of other
securities.
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 in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2002
PROSPECTUS
$300,000,000
SEACOR SMIT INC. LOGO
Common Stock
Preferred Stock
Debt Securities
Warrants
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We may from time to time offer up to $300,000,000 in aggregate
offering price of shares of our common stock and preferred stock, our debt
securities and warrants, or as units comprised of any combination of the
foregoing.
Our common stock is traded on the New York Stock Exchange under the
symbol "CKH." Unless we state otherwise in a prospectus supplement, we will not
list any other of these securities on any securities exchange.
INVESTING IN ANY OF THESE SECURITIES INVOLVES RISKS. SEE "RISK
FACTORS" ON PAGE 4 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this prospectus is
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TABLE OF CONTENTS
Page Page
---- ----
PROSPECTUS SUMMARY...................................3 WHERE YOU CAN FIND MORE INFORMATION................6
ABOUT SEACOR SMIT INC................................4 DESCRIPTION OF SECURITIES..........................6
FORWARD-LOOKING STATEMENTS...........................4 DESCRIPTION OF EQUITY SECURITIES...................6
RISK FACTORS.........................................4 DESCRIPTION OF DEBT SECURITIES....................10
RATIO OF EARNINGS TO FIXED CHARGES...................4 PLAN OF DISTRIBUTION..............................18
USE OF PROCEEDS......................................5 LEGAL MATTERS.....................................19
INCORPORATION OF DOCUMENTS BY REFERENCE..............5 EXPERTS...........................................19
We may not sell these securities or accept any offer to buy these
securities until we deliver this prospectus and an accompanying prospectus
supplement in final form. We are not using this prospectus and any accompanying
prospectus supplement to offer to sell these securities or to solicit offers to
buy these securities in any place where the offer or sale is not permitted.
No dealer, salesperson or other person has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this prospectus and any accompanying prospectus
supplement and, if given or made, such information or representations must not
be relied upon as having been authorized by Seacor Smit Inc. or any
underwriters. This prospectus and any accompanying prospectus supplement do not
constitute any offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which 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.
PROSPECTUS SUMMARY
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission ("SEC") using a "shelf" registration
process. Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of proceeds of $300 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering and the manner in which the securities will be
offered. The prospectus supplement may also add, update, or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
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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.
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" below. Unless
the context otherwise requires, references herein to "SEACOR SMIT," "the
Company," "we," "us," and "our," refer to SEACOR SMIT Inc. and our consolidated
subsidiaries.
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, including those described in the section entitled "Risk Factors,"
that may cause our actual results to differ materially from expectations. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on those forward-looking statements. Except as required by applicable
federal securities laws, we disclaim any obligation to update or to publicly
announce any updates or revisions to any of the forward-looking statements
contained or incorporated by reference 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.
RISK FACTORS
The prospectus supplement applicable to each type or series of
securities we offer will contain a discussion of risks applicable to an
investment in us and to the particular types of securities that we are offering
under that prospectus supplement. Prior to making a decision about investing in
our securities, you should carefully consider the specific factors discussed
under the caption "Risk Factors" in the applicable prospectus supplement,
together with all of the other information contained in the prospectus
supplement or appearing or incorporated by reference in this prospectus.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges for
the nine months ended September 30, 2002 and for each of the five most recent
fiscal years.
Fiscal year Ended Nine Months Ended
December 31, September 30,
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1997 1998 1999 2000 2001 2002
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Ratio of Earnings to Fixed Charges............. 11.8x 5.8x 2.3x 3.3x 5.4x 5.5x
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In computing the ratio of earnings to fixed charges, earnings is the
result of adding pre-tax income from continuing operations before adjustment for
minority interests in consolidated subsidiaries or income or loss from equity
investees, fixed charges, amortization of capitalized interest, distributed
income of equity investees and our share of pre-tax losses of equity investees
for which charges arising from guarantees are included in fixed charges and
subtracting interest capitalized and the minority interest in pre-tax income of
subsidiaries that have not incurred fixed charges. Fixed charges represent
interest expensed and capitalized, amortized premiums, discounts and capitalized
expenses related to indebtedness and interest within rental expense.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, we intend to
use the net proceeds of any securities sold for general corporate purposes.
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
supersede 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, 2001, filed on April 1, 2002;
(2) our Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2002, June 30, 2002 and September
30, 2002, filed on May 14, 2002, August 14, 2002 and November 15,
2002, respectively; and
(3) 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 without charge to 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: Attention: Corporate Secretary, SEACOR SMIT Inc., 1370 Avenue
of the Americas, 25th Floor, New York, New York 10019. Our telephone number at
that address is (212) 307-6633.
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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 web 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.
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the common stock, preferred
stock, debt securities and warrants. These summaries are not meant to be a
complete description of each security. However, this prospectus and the
accompanying prospectus supplement will contain the material terms and
conditions for each security.
Any of the securities described herein and in a prospectus supplement
may be issued separately or as part of a unit consisting of two or more
securities, which may or may not be separable from one another.
DESCRIPTION OF EQUITY SECURITIES
Our authorized capital stock is 40,000,000 shares of common stock,
$0.01 par value, and 10,000,000 shares of preferred stock, $0.01 par value. At
November 7, 2002, 19,940,017 shares of common stock and no shares of preferred
stock were outstanding. In addition to the summary of our capital stock that
follows, we encourage you to review our restated certificate of incorporation,
as amended, and amended and restated bylaws, which we have filed with the SEC.
Our certificate of incorporation restricts the amount of our equity
securities that may be beneficially owned by foreign persons.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a plurality of the shares of
common stock entitled to vote in any election of directors may elect directors.
Holders of common stock are entitled to receive proportionately any dividends as
may be declared by our board of directors, subject to any preferential dividend
rights of outstanding preferred stock. Upon our liquidation, dissolution or
winding up, the holders of common stock are entitled to receive proportionately
our net assets available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding preferred stock. Holders of
common stock have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of common stock are subject
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to, and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which we may designate and issue in the future.
The transfer agent and registrar for our common stock is
Computershare Investor Services LLC.
PREFERRED STOCK
We may issue preferred stock in one or more series with any rights
and preferences that may be authorized by our board of directors. A prospectus
supplement relating to any series of preferred stock being offered will include
specific terms relating to the offering. They will include:
o the title and stated value of the preferred stock;
o the number of shares of the preferred stock offered, the
liquidation preference per share and the offering price of the
preferred stock;
o the dividend rate(s), period(s), and/or payment date(s) or
method(s) of calculation thereof applicable to the preferred
stock;
o whether dividends shall be cumulative or non-cumulative and,
if cumulative, the date from which dividends on the preferred
stock shall accumulate;
o the procedures for an auction and remarketing, if any, for the
preferred stock;
o the provisions for a sinking fund, if any, for the preferred
stock;
o the voting rights of the preferred stock;
o the provisions for redemption, if any, of the preferred stock;
o the terms and conditions, if applicable, upon which the
preferred stock will be convertible into shares of our common
stock, including the conversion price, or the manner of
calculating the conversion price, and conversion period;
o if appropriate, a discussion of any United States federal
income tax considerations applicable to the preferred stock;
o all series of preferred stock rank on a parity with each other
and rank senior to common stock with respect to payment of
dividends and distributions of assets upon liquidation; and
o any other specific terms, preferences, rights, limitations, or
restrictions of the preferred stock.
Holders of our preferred stock will have no preemptive rights.
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WARRANTS
We may issue warrants, including warrants to purchase common stock,
preferred stock, debt securities, or any combination of the foregoing. Warrants
may be issued independently or together with any securities and may be attached
to or separate from the securities. The warrants will be issued under warrant
agreements to be entered into between us and a warrant agent as detailed in the
prospectus supplement relating to warrants being offered.
The applicable prospectus supplement will describe the following
terms, where applicable, of the warrants in respect of which this prospectus is
being delivered:
o the title of the warrants;
o the aggregate number of the warrants;
o the price or prices at which the warrants will be issued;
o the currencies in which the price or prices of the warrants
may be payable;
o the designation, amount, and terms of the offered securities
purchasable upon exercise of the warrants;
o the designation and terms of the other offered securities, if
any, with which the warrants are issued and the number of the
warrants issued with each security;
o if applicable, the date on and after which the warrants and
the offered securities purchasable upon exercise of the
warrants will be separately transferable;
o the price or prices at which and currency or currencies in
which the offered securities purchasable upon exercise of the
warrants may be purchased;
o the date on which the right to exercise the warrants shall
commence and the date on which the right shall expire;
o the minimum or maximum amount of the warrants which may be
exercised at any one time;
o information with respect to book entry procedures, if any;
o a discussion of any United States federal income tax
considerations applicable to the warrants; and
o any other material terms of the warrants, including terms,
procedures, anti-dilution provisions, and limitations relating
to the exchange and exercise of the warrants.
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ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
AND BYLAWS
Certain provisions of our certificate of incorporation and bylaws,
which we summarize in the following paragraphs, may be deemed to have an
antitakeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in its best interest, including those
attempts that might result in a premium over the market price for the shares
held by stockholders.
Our certificate of incorporation requires the affirmative vote of the
holders of not less than 66 2/3% of the voting power of our outstanding shares
to approve any merger, consolidation or similar business combination transaction
in which we are not the surviving corporation or in which our shares are
exchanged for or changed into other securities, cash or other property, or any
combination thereof.
Our certificate of incorporation provides that stockholders may take
action by written consent, but only if the holders of at least 66 2/3% of the
voting power of our outstanding shares so consent. Special meetings of
stockholders may be called only by the chairman of the board of directors, the
president or a majority of the board of directors.
Our bylaws provide that stockholders seeking to bring business before
an annual meeting of stockholders, or to nominate candidates for election as
directors at an annual meeting of stockholders or at a special meeting of
stockholders, must provide timely notice of their proposals to the secretary in
writing. To be timely as to bringing business before an annual meeting of
stockholders, a stockholder's notice must be delivered to or mailed and received
at our principal executive offices not less than 90 calendar days prior to the
anniversary of the previous year's annual meeting of stockholders (or, if there
was no prior annual meeting, not less than 90 calendar days before the second
Tuesday in May of the current year). If the date of the annual meeting of
stockholders has been changed to be more than 20 days earlier than or 60 days
after such anniversary, for notice by the stockholder to be timely, we must
receive such notice not later than the later of:
o 90 days prior to such annual meeting of stockholders, or
o the seventh day following the date on which notice of the date
of the meeting is given to stockholders or made public,
whichever occurs first.
To be timely as to nominating candidates for election as directors, a
stockholder's notice must be delivered or mailed and received by our secretary
not less than, with respect to an election at an annual meeting, 90 calendar
days prior to the anniversary of the previous year's annual meeting, or, if
there was no prior annual meeting not less than 90 calendar days prior to the
third Tuesday in October of the current year. With respect to an election at a
special meeting of stockholders, our secretary must receive the stockholder's
notice not less than the close of business on the fifth calendar day following
the date on which notice of the meeting is given to stockholders. Our bylaws
also specify certain requirements as to the form and content of a stockholder's
notice both as to bringing business before an annual meeting of stockholders and
as to nominating candidates for election as directors. These provisions could
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have the effect of delaying stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at an annual
meeting of stockholders.
Our certificate of incorporation and our bylaws require the
affirmative vote of the holders of not less than 66 2/3% of the voting power of
our outstanding shares to amend or adopt provisions inconsistent with several of
the provisions described that may have an anti-takeover effect.
The authorized but unissued shares of common stock and preferred
stock are available for future issuance without stockholder approval. We may use
these additional shares for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate acquisitions and
employee benefit plans. The existence of authorized by unissued shares of common
stock and preferred stock could render more difficult or discourage an attempt
to obtain control of our company by means of a proxy contest, tender offer,
merger or otherwise.
The Delaware Corporation Law provides generally that the affirmative
vote of a majority of the shares entitled to vote on any matter is required to
amend a corporation's certificate of incorporation or bylaws, unless a
corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
As permitted by applicable Delaware law, our certificate of
incorporation includes a provision to eliminate the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to limited exceptions. In addition, our bylaws
provide that we are required to indemnify our officers and directors under a
variety of circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we are required to advance expenses to our
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified. We have also obtained insurance in amounts
commensurate with similar public companies covering our directors and officers
from claims made in connection with their serving as our directors and officers.
We believe that these indemnification provisions are necessary to attract and
retain qualified persons as directors and officers.
At present, we are not aware of any pending or threatened litigation
or proceeding involving a director, officer, employee or agent of ours in which
indemnification would be required or permitted.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be granted to directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the
opinion of the SEC this indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth some general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The particular terms of the debt securities offered by any prospectus supplement
and the extent, if any, to which such general provisions may not apply to the
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debt securities so offered will be described in the prospectus supplement
relating to such debt securities. For more information please refer to the
indenture. Capitalized terms used in this prospectus that are not defined will
have the meanings given them in these documents.
Any debt securities will be issued under an indenture to be entered
into between us and the trustee named in the indenture. The indenture will be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").
The following summaries of some material provisions of the debt
securities, and the indenture are subject to, and qualified in their entirety by
reference to, all the provisions of the indenture and any supplemental indenture
applicable to a particular series of debt securities, including the definitions
in this registration statement of some terms.
GENERAL
Each prospectus supplement will describe the following terms relating
to a series of debt securities:
o the title and aggregate principal amount of the debt
securities;
o any limit on the amount of debt securities that may be issued;
o whether any of the debt securities will be issuable in whole
or in part in temporary or permanent global form or in the
form of book entry securities;
o the maturity date(s) of the debt securities;
o the annual interest rate(s) (which may be fixed or variable)
or the method for determining the rate(s) and the date(s)
interest will begin to accrue on the debt securities, the
date(s) interest will be payable, and the regular record dates
for interest payment dates or the method for determining the
record date(s);
o the place(s) where payments with respect to the debt
securities shall be payable;
o our right, if any, to defer payment of interest on the debt
securities and the maximum length of any deferral period;
o the date, if any, after which, and the price(s) at which, the
series of debt securities may, pursuant to any optional
redemption provisions, or optional sinking fund or similar
provisions, be redeemed at our option, and other related terms
and provisions;
o the date(s), if any, on which, and the price(s) at which we
are obligated, pursuant to any mandatory sinking fund or
similar provisions or otherwise, to redeem, or at the holder's
option to purchase, the series of debt securities and other
related terms and provisions;
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o whether the debt securities are senior debt securities or
subordinated debt securities and the terms of any
subordination;
o the denominations in which the series of debt securities will
be issued, if other than denominations of $1,000 (or the
equivalent amount in foreign currency) and any integral
multiple thereof;
o the currency or currency units in which payment of the
principal of, premium, if any, and interest on the debt
securities shall be payable;
o whether and under what circumstances we will pay additional
amounts on any debt securities held by a person who is not a
United States person for tax purposes and whether we can
redeem the debt securities if we have to pay additional
amounts;
o the terms pursuant to which the debt securities are subject to
defeasance and satisfaction and discharge;
o any addition to, or modification or deletion of, any event of
default or any covenant specified in the indenture with
respect to the debt securities;
o the terms and conditions, if any, pursuant to which the debt
securities are secured; and
o any other terms of the debt securities.
The debt securities may be issued as original issue discount
securities. An original issue discount security is a debt security, including
any zero coupon debt security, which:
o is issued at a price lower than the amount payable upon its
stated maturity; and
o provides that upon redemption or acceleration of the maturity,
an amount less than the amount payable upon the stated
maturity, shall become due and payable.
United States federal income tax considerations applicable to debt
securities sold at an original issue discount security will be described in the
applicable prospectus supplement. In addition, United States federal income tax
or other considerations applicable to any debt securities which are denominated
in a currency or currency unit other than United States dollars may be described
in the applicable prospectus supplement.
Under the indenture, we will have the ability, in addition to the
ability to issue debt securities with terms different from those of debt
securities previously issued, without the consent of the holders, to reopen a
previous issue of a series of debt securities and issue additional debt
securities of that series, unless such reopening was restricted when the series
was created, in an aggregate principal amount determined by us.
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CONVERSION OR EXCHANGE RIGHTS
The terms, if any, on which a series of debt securities may be
convertible into or exchangeable for our common stock or other of our securities
will be detailed in the prospectus supplement relating thereto. Such terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder, or at our option, and may include provisions pursuant to
which the number of shares of our common stock or of our other securities to be
received by the holders of such series of debt securities would be subject to
adjustment.
CONSOLIDATION, MERGER OR SALE
Unless noted otherwise in a prospectus supplement, the indenture will
not contain any covenant which restricts our ability to merge or consolidate, or
sell, convey, transfer, or otherwise dispose of all or substantially all of
their assets. However, any successor or acquirer of such assets may be required
to assume all of our obligations under the indenture or the debt securities, as
appropriate.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless noted otherwise in a prospectus supplement, any subordinated
debt securities will be unsecured and will be subordinate and junior in priority
of payment to some of our other indebtedness to the extent described in a
prospectus supplement. Additionally, unless noted otherwise in a prospectus
supplement, the indenture will not limit the amount of subordinated debt
securities which we may issue, nor will it limit us from issuing any other
secured or unsecured debt.
EVENTS OF DEFAULT
Unless noted otherwise in a prospectus supplement, the following are
events of default under the indenture with respect to any series of debt
securities issued:
o failure to pay interest on the debt securities when due and
such failure continues for 30 days and the time for payment
has not been extended or deferred;
o failure to pay the principal or premium of the debt
securities, if any, when due;
o failure to deposit any sinking fund payment, when due, for any
debt security and in the case of subordinated debt securities,
whether or not the deposit is prohibited by the subordination
provisions;
o failure to observe or perform any other covenant contained in
the debt securities or the indenture other than a covenant
specifically relating to another series of debt securities,
and such failure continues for 60 days after we receive notice
from the trustee or holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that
series;
o if the debt securities are convertible or exchangeable for
shares of our common stock or other of our securities, failure
13
by us to deliver common stock or the other securities when the
holder or holders of the debt securities elect to convert or
exchange the debt securities into or for shares of our common
stock or other of our securities; and
o particular events of bankruptcy, insolvency, or
reorganization.
The supplemental indenture or the form of security for a particular
series of debt securities may include additional events of default or changes to
the events of default described above. For any additional or different events of
default applicable to a particular series of debt securities, see the prospectus
supplement relating to such series.
If an event of default with respect to debt securities of any series
occurs and is continuing, the debt trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series, by
notice in writing to us and to the trustee if notice is given by such holders,
may declare the unpaid principal, premium, if any, and accrued interest, if any,
due and payable immediately.
The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding payment of principal, premium, if any, or interest on the debt
securities. Any such waiver shall cure such default or event of default.
Subject to the terms of the indenture, if an event of default under
the indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the trustee reasonable indemnity.
The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
o it is not in conflict with any law or the indenture;
o the trustee may take any other action deemed proper by it
which is not inconsistent with such direction; and
o subject to its duties under the Trust Indenture Act, the
trustee need not take any action that might involve it in
personal liability or might be unduly prejudicial to the
holders not involved in the proceeding.
A holder of the debt securities of any series will have the right to
institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies only if:
o the holder has given written notice to the debt trustee of a
continuing event of default with respect to that series;
14
o the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series have made
written request, and such holders have offered reasonable
indemnity to the trustee to institute such proceedings as
trustee; and
o the trustee does not institute such proceeding, and does not
receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other
conflicting directions within 60 days after such notice,
request, and offer.
These limitations do not apply to a suit instituted by a holder of
debt securities if we default in the payment of the principal, premium, if any,
or interest on, the debt securities.
We will periodically file statements with the trustee regarding its
compliance with all of the conditions and covenants in the indenture.
MODIFICATION OF INDENTURE
We and the trustee may amend the indenture without the consent of any
holders with respect to specific matters, including:
o to cure any ambiguity, omission, defect, or inconsistency in
the indenture;
o to provide for the assumption by a successor person of our
obligations under the indenture;
o to add guarantees, including subsidiary guarantees, with
respect to debt securities or to release subsidiary guarantors
from subsidiary guarantees as provided by the terms of the
indenture or to secure debt securities;
o to add to the covenants for the benefit of holders of debt
securities or to surrender any right or power conferred upon
us;
o to change anything that does not materially adversely affect
the interests of any holder of debt securities of any series;
or
o to comply with any requirement of the SEC in connection with
the qualification of the indenture under the Trust Indenture
Act.
In addition, under the indenture, the rights of holders of a series
of debt securities may be changed by us and the trustee with the written consent
of the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series that is affected. However, without
the consent of each holder of any outstanding debt securities affected, we may
not:
o change the fixed maturity of such series of debt securities;
o reduce the principal amount, reduce the rate of, or extend the
time of payment of interest, or any premium payable upon the
redemption of any such debt securities;
15
o reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration
of the maturity thereof;
o change the currency in which any debt security or any premium
or interest is payable;
o impair the right of such holder to enforce any payment on or
with respect to any debt security;
o adversely change the right to convert or exchange, including
decreasing the conversion rate or increasing the conversion
price of, such debt security (if applicable);
o in the case of subordinated debt securities, modify the
subordination provisions in a manner adverse to the holders of
the subordinated debt securities;
o reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification or amendment of the indenture or for
waiver of compliance with certain provisions of the indenture
or for waiver of certain defaults;
o reduce the requirements contained in the indenture for quorum
or voting;
o change any of our obligations to maintain an office or agency
in the places and for the purposes required by the indenture;
or
o modify any of the above provisions.
FORM, EXCHANGE, AND TRANSFER
The debt securities of each series will be issuable only in fully
registered form without coupons and, unless otherwise specified in the
applicable prospectus supplement, in denominations of $1,000 (or the equivalent
amount in foreign currency) and any integral multiple thereof. The indenture
will provide that debt securities of a series may be issuable in temporary or
permanent global form and may be issued as book entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another
depository we name and identify in a prospectus supplement with respect to such
series.
At the option of the holder, subject to the terms of the indenture
and the limitations applicable to global securities described in the applicable
prospectus supplement, debt securities of any series will be exchangeable for
other debt securities of the same series, in any authorized denomination and of
like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations applicable
to global securities detailed in the applicable prospectus supplement, debt
securities may be presented for exchange or for registration of transfer (duly
endorsed or with the form of transfer endorsed thereon duly executed if so
required by us or the security registrar) at the office of the security
registrar or at the office of any transfer agent designated by us for such
purpose. Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
16
exchange, but we may require payment of any taxes or other governmental charges.
The security registrar and any transfer agent (in addition to the security
registrar) initially designated by us for any debt securities will be named in
the applicable prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that we will
be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If the debt securities of any series are to be redeemed, we will not
be required to:
o issue, register the transfer of, or exchange any debt
securities of that series during a period beginning at the
opening of business 15 days before the day of mailing of a
notice of redemption of any such debt securities that may be
selected for redemption and ending at the close of business on
the day of such mailing; or
o register the transfer of or exchange any debt securities so
selected for redemption, in whole or in part, except the
unredeemed portion of any such debt securities being redeemed
in part.
INFORMATION CONCERNING THE TRUSTEE
The trustee shall initially be U.S. Bank National Association. The
trustee, other than during the occurrence and continuance of an event of default
under the indenture, undertakes to perform only such duties as are specifically
detailed in the indenture and, upon an event of default under the indenture,
must use the same degree of care as a prudent person would exercise or use in
the conduct of his or her own affairs. Subject to this provision, the trustee is
under no obligation to exercise any of the powers given it by the indenture at
the request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses, and liabilities that it
might incur. The trustee is not required to spend or risk its own money or
otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate indemnity.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement,
payment of the interest on any debt securities on any interest payment date will
be made to the person in whose name such debt securities (or one or more
predecessor securities) are registered at the close of business on the regular
record date for such interest.
Principal of and any premium and interest on the debt securities of a
particular series will be payable at the office of the paying agents designated
by us, except that unless otherwise indicated in the applicable prospectus
supplement, interest payments may be made by check mailed to the holder. Unless
otherwise indicated in such prospectus supplement, the corporate trust office of
the debt trustee in The City of New York will be designated as our sole paying
agent for payments with respect to debt securities of each series. Any other
paying agents initially designated by us for the debt securities of a particular
series will be named in the applicable prospectus supplement. We will be
required to maintain a paying agent in each place of payment for the debt
securities of a particular series.
17
All moneys paid by us to a paying agent or the trustee for the
payment of the principal of or any premium or interest on any debt securities
which remains unclaimed at the end of two years after such principal, premium,
or interest has become due and payable will be repaid to us, and the holder of
the security thereafter may look only to us for payment thereof.
GOVERNING LAW
The indenture and the debt securities will be governed by and
construed in accordance with the laws of the State of New York except for
conflicts of laws provisions and to the extent that the Trust Indenture Act
shall be applicable.
PLAN OF DISTRIBUTION
We may sell common stock, preferred stock, warrants, any series of
debt securities, or units comprised of any combination of the foregoing, being
offered hereby in one or more of the following ways at various times:
o to underwriters for resale to the public or to institutional
investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The prospectus supplements will detail the terms of the offering of
the securities, including the name or names of any underwriters or agents, the
purchase price of such securities, and the proceeds to us from such sale, any
underwriting discounts or agency fees and other items constituting underwriters'
or agents' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities
exchanges on which such securities may be listed.
If underwriters are used in the sale, the securities will be acquired
by the underwriters for their own account and may be resold at various times in
one or more transactions, including negotiated transactions, at a fixed public
offering price or prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices.
Unless otherwise detailed in a prospectus supplement, the obligations
of the underwriters to purchase any series of securities will be subject to
specific conditions precedent and the underwriters will be obligated to purchase
all of such series of securities, if any are purchased.
Underwriters and agents may be entitled under agreements entered into
with us to indemnification by us against specific civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in transactions
with, or perform services for us and our affiliates in the ordinary course of
business.
Each series of securities will be a new issue of securities and will
have no established trading market other than the common stock which is listed
on the NYSE. Any common stock sold pursuant to a prospectus supplement will be
18
listed on the NYSE, subject to official notice of issuance. Any underwriters to
whom securities are sold by us for public offering and sale may make a market in
the securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The securities, other
than the common stock, may or may not be listed on a national securities
exchange.
LEGAL MATTERS
Legal matters relating to the securities offered hereby will be
passed upon for us by Weil, Gotshal & Manges LLP.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus from our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their report with respect thereto, and are included
herein in reliance upon the authority of such firm as experts in giving said
report. On July 1, 2002, we filed a Current Report on Form 8-K indicating that
we had terminated Arthur Andersen as our independent auditor and engaged Ernst &
Young LLP as our independent auditor. After reasonable efforts, we have been
unable to obtain Arthur Andersen's consent to the incorporation by reference of
their audit report on the financial statements from our Annual Report on Form
10-K for the year ended December 31, 2001. Accordingly, Arthur Andersen LLP has
not consented to the inclusion of their report in this prospectus, and we have
dispensed with the requirement to file their consent in reliance on Rule 437a
under the Securities Act. Because Arthur Andersen LLP has not consented to the
inclusion of their report in this prospectus, you will not be able to recover
against Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Arthur Andersen LLP incorporated by reference in this prospectus or
any omissions to state a material fact required to be stated therein.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be borne by Seacor
Smit in connection with the offerings described in this registration statement.
All such expenses other than the Securities and Exchange Commission registration
fee are estimates.
Securities and Exchange Commission Registration Fee $27,600
Transfer Agent and Trustee Fees and Expenses 3,000
Printing and Engraving Fees and Expenses 5,000
Accounting Fees and Expenses 5,000
Legal Fees 20,000
Miscellaneous 2,000
-----
Total $62,600
=======
ITEM 15. INDEMNIFICATION 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 Bylaws provides that
we will 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 the person acted in good faith and in a
manner the person 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 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 the person 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 the person's
conduct was unlawful.
20
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,
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 the
person 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.
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 present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth above.
Section 145 of the DGCL permits a Delaware 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 such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liability.
Section 102(b) of the DGCL enables a Delaware corporation to include
a provision in its certificate of incorporation eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Our certificate of
incorporation contains provisions that limit the personal liability of each of
our directors to us and our stockholders for monetary damages for breach of
fiduciary duty as a director. These provisions eliminate personal liability to
the fullest extent permitted by the DGCL.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this registration
statement on Form S-3, including those incorporated in this registration
statement by reference.
Exhibit Number Description of Exhibits
-------------- -----------------------
1.1 The form of underwriting agreement will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
21
Exhobit Number Description of Exhibits
-------------- -----------------------
3.1 Restated Certificate of Incorporation of SEACOR SMIT Inc. (incorporated herein by reference to Exhibit
3.1(a) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and filed
with the SEC on August 14, 1997).
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR SMIT Inc. (incorporated
herein by reference to Exhibit 3.1(b) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, and filed with the SEC on August 14, 1997).
3.3 Amended and Restated Bylaws of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (No. 333-12637) of SEACOR Holdings, Inc. filed with the SEC on
September 25, 1996).
4.1 Form of Common Stock Certificate (incorporated herein by reference to the Registration Statement on Form
S-1 (No. 33-53744) of SEACOR Holdings, Inc. filed with the SEC on October 26, 1992, as amended).
4.2* Indenture, dated as of November 20, 2002, between SEACOR SMIT Inc. and U.S. Bank National Association.
4.3 The form of any senior debt security with respect to each particular series of senior debt securities
issued hereunder will be filed as an exhibit to a current
report of the registrant and incorporated in this
registration statement by reference.
4.4 The form of any subordinated debt security with respect to each particular series of subordinated debt
securities issued hereunder will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.5 The form of any certificate of designation with respect to any preferred stock issued hereunder will be
filed as an exhibit to a current report of the registrant and incorporated in this registration statement
by reference.
4.6 The form of warrant agreement will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.7 The form of any warrant with respect to each series of warrants will be filed as an exhibit to a current
report of the registrant and incorporated in this registration statement by reference.
5.1* Opinion of Weil Gotshal & Manges LLP.
12.1* Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Weil Gotshal & Manges LLP (included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the Registration Statement).
25.1* A Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee
under the indenture.
..........
* Filed herewith.
22
ITEM 17. UNDERTAKINGS
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 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;
(2) 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 in this
registration statement, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(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.
The undersigned registrant hereby further 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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered in this registration statement, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 detailed in Item 15, 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
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 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.
The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
23
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 November 20, 2002.
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 either 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 November 20, 2002
Charles Fabrikant Directors, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Randall Blank
--------------------------------- Executive Vice President, Chief November 20, 2002
Randall Blank Financial Officer and Secretary
(Principal Financial Officer )
24
/s/ Lenny P. Dantin
--------------------------------- Vice President November 20, 2002
Lenny P. Dantin (Principal Accounting Officer
and Controller)
/s/ James Cowderoy
--------------------------------- Director November 20, 2002
James Cowderoy
/s/ Pierre de Demandolx
--------------------------------- Director November 20, 2002
Pierre de Demandolx
/s/ Richard M. Fairbanks III
--------------------------------- Director November 20, 2002
Richard M. Fairbanks III
/S/ Michael E. Gellert
--------------------------------- Director November 20, 2002
Michael E. Gellert
/s/ John Hadjipateras
--------------------------------- Director November 20, 2002
John Hadjipateras
/s/ Oivind Lorentzen
--------------------------------- Director November 20, 2002
Oivind Lorentzen
/s/ Andrew R. Morse
--------------------------------- Director November 20, 2002
Andrew R. Morse
/s/ Stephen Stamas
--------------------------------- Director November 20, 2002
Stephen Stamas
25
EXHIBIT INDEX
Exhibit Number Description of Exhibits
-------------- -----------------------
1.1 The form of underwriting agreement will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
3.1 Restated Certificate of Incorporation of SEACOR SMIT Inc. (incorporated herein by reference to Exhibit
3.1(a) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and filed
with the SEC on August 14, 1997).
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR SMIT Inc. (incorporated
herein by reference to Exhibit 3.1(b) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, and filed with the SEC on August 14, 1997).
3.3 Amended and Restated Bylaws of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (No. 333-12637) of SEACOR Holdings, Inc. filed with the SEC on
September 25, 1996).
4.1 Form of Common Stock Certificate (incorporated herein by reference to the Registration Statement on Form
S-1 (No. 33-53744) of SEACOR Holdings, Inc. filed with the SEC on October 26, 1992, as amended).
4.2* Indenture, dated as of November 20, 2002, between SEACOR SMIT Inc. and U.S. Bank National Association.
4.3 The form of any senior debt security with respect to each particular series of senior debt securities
issued hereunder will be filed as an exhibit to a current
report of the registrant and incorporated in this
registration statement by reference.
4.4 The form of any subordinated debt security with respect to each particular series of subordinated debt
securities issued hereunder will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.5 The form of any certificate of designation with respect to any preferred stock issued hereunder will be
filed as an exhibit to a current report of the registrant and incorporated in this registration statement
by reference.
4.6 The form of warrant agreement will be filed as an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.7 The form of any warrant with respect to each series of warrants will be filed as an exhibit to a current
report of the registrant and incorporated in this registration statement by reference.
5.1* Opinion of Weil Gotshal & Manges LLP.
12.1* Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Weil Gotshal & Manges LLP (included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the Registration Statement).
25.1* A Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee
under the indenture.
_________________
* Filed herewith.
27