As filed with the Securities and Exchange Commission on May 17, 2007
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOR HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3542736
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2200 ELLER DRIVE, P.O. BOX 13038
FORT LAUDERDALE, FLORIDA 33316
(Address of Principal Executive Offices)
(Zip Code)
SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN
(Full Title of Plan)
CHARLES FABRIKANT,
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEACOR HOLDINGS INC.
2200 ELLER DRIVE, P.O. BOX 13038
FORT LAUDERDALE, FLORIDA 33316
(954) 523-2200
(Name and Agent for Service)
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Each Class Offering Aggregate Amount of
of Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock, par 1,000,000 $92.60 $92,600,000 $2,842.82
value $.01 per share
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. (2) Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low sales prices of the
common shares as reported on the New York Stock Exchange Composite Tape on May
14, 2007.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents constituting Part I of this Registration Statement will be
sent or given by SEACOR Holdings Inc. ("SEACOR" or the "Registrant") to
participants in the SEACOR Holdings Inc. 2007 Share Incentive Plan (the "Plan"),
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). The Part I Information is not filed with the Securities and
Exchange Commission (the "SEC") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to the note to Part I of Form
S-8. Those documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10 (a)
of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provide a written statement to participants in the
Plan advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Form S-8. The written statement to all participants will indicate the
availability without charge, upon written or oral request, of other documents
required to be delivered pursuant to Rule 428(b), and will include the address
and telephone number to which the request is to be directed. The Part I
Information is not filed with the SEC either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to the note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by SEACOR Holdings
Inc. (the "Company" or the "Registrant") are incorporated herein by reference:
(1) our Annual Report on Form 10-K for the fiscal year ended
December 31, 2006;
(2) Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2007;
(3) Our Current Report on Form 8-K dated February 26, 2007,
our Current Report on Form 8-K/A dated February 26, 2007
and our Current Report on Form 8-K dated March 13, 2007;
and
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(4) the description of our common stock contained in our
registration statements on Form 8-A filed on October 9,
1996, including any amendment or report filed for the
purposes of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As more fully described below, Section 145 of the General Corporation
Law of the State of Delaware, also known as 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 Second Amended and Restated
By-laws 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
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criminal action or proceeding, 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,
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. We
purchase and maintain such insurance for our directors and officers.
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.
The foregoing summaries are necessarily subject to the complete text of
the applicable statute, article(s) of our Restated Certificate of Incorporation,
as amended, by-law(s) of our Second Amended and Restated By-laws, and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
4.1 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 Commission on August 14, 1997).
4.2 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 Commission on August 14, 1997).
4.3 Certificate of Amendment to the Restated Certificate of Incorporation
of SEACOR Holdings Inc. (incorporated herein by reference to Exhibit
4.4 of the Company's Registration Statement on Form S-8 (No.
333-126613) filed with the Commission on July 15, 2005).
4.4 Second Amended and Restated Bylaws of SEACOR Holdings Inc.
(incorporated herein reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-8 (No. 333-129356) filed with the
Commission on November 1, 2005).
5 Opinion of Weil, Gotshal & Manges LLP.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as
Exhibit 5 to this registration statement).*
24 Power of Attorney (included as part of the signature page to this
Registration Statement and incorporated herein by reference).*
99 SEACOR Holdings Inc. 2007 Share Incentive Plan.*
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the Registration State is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in 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, 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on this 17th day of
May, 2007.
SEACOR Holdings Inc.
By: /s/ Charles Fabrikant
------------------------------------
Charles Fabrikant
Chairman of the Board, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles Fabrikant, Alice N. Gran, Dick Fagerstal
and Richard Ryan, each of them acting alone, as his true and lawful
attorney-in-fact and agent, with the full 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 May 17, 2007
------------------------------ Directors, President and
Charles Fabrikant Chief Executive Officer
(Principal Executive
Officer)
/s/ Richard Ryan Senior Vice President and May 17, 2007
------------------------------ Chief Financial Officer
Richard Ryan (Principal Financial Officer)
/s/ Matthew Cenac Vice President and Chief May 17, 2007
------------------------------ Accounting Officer
Matthew Cenac (Principal Accounting Officer)
/s/ Michael E. Gellert Director May 17, 2007
------------------------------
Michael E. Gellert
/s/ Stephen Stamas Director May 17, 2007
------------------------------
Stephen Stamas
/s/ Richard M. Fairbanks III Director May 17, 2007
------------------------------
Richard M. Fairbanks III
/s/ Pierre de Demandolx Director May 17, 2007
------------------------------
Pierre de Demandolx
/s/ Andrew R. Morse Director May 17, 2007
------------------------------
Andrew R. Morse
/s/ John Hadjipateras Director May 17, 2007
------------------------------
John Hadjipateras
/s/ Oivind Lorentsen Director May 17, 2007
------------------------------
Oivind Lorentsen
/s/ Christopher Regan Director May 17, 2007
------------------------------
Christopher Regan
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/s/ Steven J. Wisch Director May 17, 2007
------------------------------
Steven J. Wisch
/s/ Steven Webster Director May 17, 2007
------------------------------
Steven Webster
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 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 Commission on August 14, 1997).
4.2 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 Commission on
August 14, 1997).
4.3 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR Holdings Inc. (incorporated
herein by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8 (No. 333-126613)
filed with the Commission on July 15, 2005).
4.4 Second Amended and Restated Bylaws of SEACOR Holdings
Inc. (incorporated herein reference to Exhibit 4.3 of
the Company's Registration Statement on Form S-8
(No. 333-129356) filed with the Commission on
November 1, 2005).
5 Opinion of Weil, Gotshal & Manges LLP.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this registration
statement).*
24 Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).*
99 SEACOR Holdings Inc. 2007 Share Incentive Plan.*
*Filed herewith.
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