0000950129-05-001854.txt : 20120628 0000950129-05-001854.hdr.sgml : 20120628 20050301171839 ACCESSION NUMBER: 0000950129-05-001854 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIFAB INTERNATIONAL INC CENTRAL INDEX KEY: 0000101990 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 721382998 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53539 FILM NUMBER: 05651403 BUSINESS ADDRESS: STREET 1: 5007 PORT RD CITY: NEW IBERIA STATE: LA ZIP: 70562 BUSINESS PHONE: 3373678291 MAIL ADDRESS: STREET 1: P O BOX 11308 CITY: NEW IBERIA STATE: LA ZIP: 70562 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL FABRICATORS INC DATE OF NAME CHANGE: 19970617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERARD DAILEY J CENTRAL INDEX KEY: 0001055422 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5007 PORT RD CITY: NEW IBERIA STATE: LA ZIP: 70562 SC 13D 1 h22892sc13d.txt DAILEY J. BERARD FOR UNIFAB INTERNATIONAL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNIFAB International, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 90467L 20 9 (CUSIP Number) Dailey J. Berard 110 Mountainside Drive Lafayette, Louisiana 70503 (337) 984-6409 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: ------------------------------------------------------------------------ Virginia Boulet, Esq. Adams and Reese LLP 4500 One Shell Square New Orleans, Louisiana 70139 (504) 581-3234 ------------------------------------------------------------------------ September 19, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. 90467L 20 9 13D -------------------------------------------------------------------------------- 1. Names of Reporting Person. I.R.S. Identification Nos. of above person (entities only). Dailey J. Berard -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 436,312* Beneficially ----------------------------------------------------- Owned by 8. Shared Voting Power Each 0 Reporting ----------------------------------------------------- Person 9. Sole Dispositive Power With 436,312* ----------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 436,312* -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.5% -------------------------------------------------------------------------------- 14. Type of Reporting Person IN -------------------------------------------------------------------------------- *Includes Mr. Berard's options to acquire 21,667 shares. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock"), of UNIFAB International, Inc. (the "Company"). The principal executive offices of the Company are located at 5007 Port Rd. New Iberia, LA 70560. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is filed by Mr. Berard. (b) The address of Mr. Berard is 110 Mountainside Drive, Lafayette, LA. 70503. (c) As of the date of the events reported in this Schedule 13D, Mr. Berard was the Chairman of the Board and Chief Executive Officer and President of the Company. (d) & (e) Mr. Berard was not, during the five years prior to September 19, 1997, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws on finding any violation with respect to such laws. (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Mr. Berard acquired all of the securities reported on this Form 13D in exchange for his interests in Universal Partners in a 1992 merger with McDermott, a subsidiary of McDermott International, Inc. ITEM 4. PURPOSE OF TRANSACTION The event requiring the filing of this Schedule 13D was the Company's initial public offering on September 19, 1997. Mr. Berard acquired the reported securities prior to the public offering, and at the time of the offering, he held the securities for investment purposes only, and had no plans or proposals that would have effected the following: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number of term directors or to fill an existing vacancies on the board; (e)any material change in the present capitalization or dividend policy of the Company; (f) any other material change to the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) the Common Stock or any other class of securities of the Company to be de-listed from the NASDAQ National Market System; (i) the Common Stock or any other class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of September 19, 1997, there were outstanding 4,600,000 shares of Common Stock. Mr. Berard beneficially owned approximately 9.5%. (b) As of September 19, 1997, Mr. Berard had the sole power to vote or sole power to direct the vote and sole power to dispose and sole power to direct the disposition of 436,312 shares of Common Stock. 1 (c) Other than the initial public offering discussed herein, there were no transactions effected by Mr. Berard during the sixty-day period preceding the Company's initial public offering. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As of the date of this filing, Mr. Berard is under no contract, arrangement, understanding or relationship with any person with respect to the securities of the Company. As of the date of the event giving rise to this filing, September 19, 1997, Mr. Berard was subject to various obligations and contracts related to the Company's initial public offering, including the underwriting agreement, all of which have since expired. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: March 1, 2005 /s/ DAILEY J. BERARD -------------------------------- Dailey J. Berard The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). 3