-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YrD6kDREfMPVdKHbo3Od1k71Z3pU1Vh79p7XuOIi29QAnhposs/y++PBm3iY1NRs aQW1JjNGRp7Z9SeCqBkaQg== 0000906280-94-000059.txt : 19941122 0000906280-94-000059.hdr.sgml : 19941122 ACCESSION NUMBER: 0000906280-94-000059 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941121 EFFECTIVENESS DATE: 19941121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: 4522 IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-51605 FILM NUMBER: 94561354 BUSINESS ADDRESS: STREET 1: 113 BORMAN DRIVE STREET 2: P O BOX 23502 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 5047336790 MAIL ADDRESS: STREET 1: 113 BORMAN DRIVE CITY: LAFAYETTE STATE: LA ZIP: 70508 S-3DPOS 1 As filed with the Securities and Exchange Commission on November 21, 1994. Registration No. 33-51605 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ PETROLEUM HELICOPTERS, INC. (Exact name of Registrant as specified in its charter) Louisiana 72-0395707 (State or other (I.R.S. Employer jurisdiction of incorporation Identification Number) or organization) 5728 Jefferson Highway New Orleans, Louisiana 70183 (Address, including zip code, of Registrant's principal executive offices) __________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement __________ Carroll W. Suggs Chairman of the Board, President and Chief Executive Officer Petroleum Helicopters, Inc. P. O. Box 23502 5728 Jefferson Highway New Orleans, Louisiana 70183 (504) 733-6790 (Name, address, including zip code, and telephone number, including area code, of agent for service) AMENDMENT On October 26, 1994, the registrant, a Delaware corporation, merged into a newly formed subsidiary, Petroleum Helicopters, Inc., a Louisiana corporation ("PHI-Louisiana"). The purpose of the merger was to effect a change in the state of incorporation of the registrant from Delaware to Louisiana in accordance with Rule 414 under the Securities Act of 1933. Pursuant to the plan of merger, the par value of the Non-Voting Common Stock registered in this Registration Statement No. 33-51605 has been changed from $.08 1/3 to $.10 par value per share. PHI-Louisiana adopts this Registration Statement No. 33-51605 as its own Registration Statement for all purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Exhibit. 5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre . 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 the requirements for filing on Form S-3 and has duly caused this Post- Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on November 21, 1994. PETROLEUM HELICOPTERS, INC. By: /s/ Carroll W. Suggs Carroll W. Suggs, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Carroll W. Suggs and John H. Untereker or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in- fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Carroll W. Suggs Chairman of the Board, November 21, 1994 Carroll W. Suggs President and Chief Executive Officer (Principal Executive Officer) /s/ John H. Untereker Vice President, Treasurer November 21, 1994 John H. Untereker and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) * Director November 21, 1994 Robert E. Perdue * Director November 21, 1994 Leonard M. Horner /s/ Robert G. Lambert Director November 21, 1994 Robert G. Lambert *By: /s/ Carroll W. Suggs November 21, 1994 Carroll W. Suggs Attorney-in-Fact EX-5 2 EXHIBIT 5 November 21, 1994 Petroleum Helicopters, Inc. 5728 Jefferson Highway New Orleans, LA 70183 Gentlemen: We have acted as counsel for Petroleum Helicopters, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") with respect to the offer by the Selling Stockholder, as described therein, of 170,000 shares of non-voting common stock, $.08 1/3 par value per share, of the Company (the "Delaware Shares"). On October 26, 1994, the Company merged into Petroleum Helicopters, Inc., a Louisiana corporation ("PHI-Louisiana"), for the purposes of effecting a change in the Company's state of incorporation from Delaware to Louisiana (the "Merger"). At the time of the Merger, each Delaware Share was converted into a share of non-voting common stock of PHI-Louisiana, $.10 par value per share (the "Louisiana Shares"). Based upon the foregoing, and upon our examination of such matters as we have deemed necessary in order to furnish this opinion, we are of the opinion that the Louisiana Shares, when issued in accordance with the terms set forth in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours very truly, JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P. By: /s/ Margaret F. Murphy -----END PRIVACY-ENHANCED MESSAGE-----