-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H7yo5EWgt9z2T8PTz0POFNJUz+85fc7AuD+LnDWZWoeVj8oN3BAxLJBmZZFGxfhx bClD4nIEkBasYokbfRHZkw== 0000906280-96-000027.txt : 19960329 0000906280-96-000027.hdr.sgml : 19960329 ACCESSION NUMBER: 0000906280-96-000027 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960328 EFFECTIVENESS DATE: 19960416 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02025 FILM NUMBER: 96540418 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-8 1 As filed with the Securities and Exchange Commission on March 28, 1996. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 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) 2121 Airline Highway, Suite 400 Metairie, Louisiana 70001-5979 (Address, including zip code, of Registrant's principal executive offices) Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan (Full title of the Plan) __________ Carroll W. Suggs Chairman of the Board Petroleum Helicopters, Inc. P. O. Box 578 Metairie, Louisiana 70004-0578 2121 Airline Highway, Suite 400 Metairie, Louisiana 70001-5979 (504) 828-3323 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Margaret F. Murphy Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 201 St. Charles Avenue New Orleans, Louisiana 70170-5100 (504) 581-8242 CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________ Amount Proposed Maximum Proposed Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee ______________________________________________________________________________________________ Voting Common Stock 23,200 Shares $ 9.75 $ 226,200 $ 78.00 (.10 par value per share) Voting Common Stock 151,800 Shares $ 14.00 $2,125,200 $ 732.83 (.10 par value per share) Non-Voting Common Stock 116,000 Shares $ 8.50 $ 986,000 $ 340.00 (.10 par value per share) Non-Voting Common Stock 209,000 Shares $ 14.00 $2,926,000 $1,008.97 (.10 par value per share) Total of Voting and Non- Voting Common Stock 500,000 Shares $6,263,400 $2,159.80 ______________________________________________________________________________________________ Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness of the Registration Statement involving either the Voting Common Stock or the Non-Voting Common Stock of the Company, the number of shares thereof registered shall be automatically increased to cover the additional shares thereof in accordance with Rule 416(a) under the Securities Act of 1933. Computed in accordance with Rule 457, calculated based upon the price at which currently outstanding options are exercisable. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the bid and asked price per share of the Voting Common Stock on the NASDAQ System on March 21, 1996. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the bid and asked price per share of the Non-Voting Common Stock on the NASDAQ System on March 26, 1996.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by Petroleum Helicopters, Inc. (the "Company" or "PHI") with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1995 filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act" ), including the report of KPMG Peat Marwick LLP dated June 16, 1995, contained therein; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended July 31, 1995, October 31, 1995, and January 31, 1996, respectively, filed pursuant to Section 13 of the 1934 Act; and (c) The description of the Voting Common Stock and the Non- Voting Common Stock of the Company included in Item 1 of the amendment on Form 8-A/A01 dated November 28, 1995 to the Company's Registration Statement on Form 8-A, which amendment was filed with the Securities and Exchange Commission on December 1, 1995. All reports filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall, except to the extent otherwise provided by Regulation S-K or any other rule promulgated by the Commission, be deemed to be incorporated by reference in this Registration Statement and to be 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. The Louisiana Business Corporation Law (the "LBCL"), Section 83, gives Louisiana corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers; subject to specific conditions and exclusions gives a director or officer who successfully defends an action the right to be so indemnified; and authorizes Louisiana corporations to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, authorization of shareholders or otherwise. II-2 PHI's Articles of Incorporation confirm the authority of the Board of Directors to (i) adopt by-laws or resolutions providing for indemnification of directors, officers and other persons to the fullest extent permitted by law, (ii) enter into contracts with directors and officers providing for indemnification to the fullest extent permitted by law, and (iii) exercise its powers to procure directors' and officers' liability insurance. The Articles of Incorporation also provide that any amendment or repeal of any by-law or resolution relating to indemnification would not adversely affect any person's entitlement to indemnification whose claim results from conduct occurring prior to the date of such amendment or repeal. PHI's by-laws expressly provide for indemnification of directors, officers and employees to the fullest extent permitted by law against any costs incurred by any such person in connection with any threatened, pending or completed claim, action, suit or proceeding against such person or as to which such person is involved solely as a witness or person required to give evidence, because he or she is a director, officer or employee of PHI. PHI has entered into indemnification contracts with its directors that provide for the elimination, to the fullest extent permitted by law, of any director's liability to PHI or its shareholders for monetary damages for breach of his or her fiduciary duty as a director and will provide the contracting director with certain procedural and substantive rights to indemnification. Such indemnification rights apply to acts or omissions of directors, whether such acts or omissions occurred before or after the effective date of the contract. In addition, PHI maintains an insurance policy designed to reimburse PHI for any payments made by it pursuant to its indemnification obligations. Such policy has coverage of $20 million. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. 5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre (included in Exhibit 5). __________ Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: II-3 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this regis- tration statement to include any material information with re- spect 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 amend- ment 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 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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 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 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 of 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. S-1 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Parish of Jefferson, State of Louisiana, on March 28, 1996. PETROLEUM HELICOPTERS, INC. By: /s/ Carroll W. Suggs _____________________________ Carroll W. Suggs, Chairman of the Board 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, this 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 March 28, 1996 _______________________ of Directors (Principal Carroll W. Suggs Executive Officer) /s/ John H. Untereker Vice President and Chief March 28, 1996 _____________________ Financial Officer John H. Untereker (Principal Financial Officer and Principal Accounting Officer) /s/ Robert E. Perdue Director March 28, 1996 _____________________ Robert E. Perdue /s/ Leonard M. Horner Director March 28, 1996 _______________________ Leonard M. Horner /s/ Robert G. Lambert Director March 28, 1996 ________________________ Robert G. Lambert EX-5 2 EXHIBIT 5 March 28, 1996 Petroleum Helicopters, Inc. 2121 Airline Highway, Suite 400 Metairie, Louisiana 70001-5979 Gentlemen: We have acted as counsel for Petroleum Helicopters, Inc., a Louisiana corporation (the "Company"), in connection with the Company's registration statement on Form S-8 (the "Registration Statement") with respect to the offering by the Company of up to 175,000 shares of the Voting Common Stock of the Company, $.10 par value per share (the "Voting Common Stock"), and up to 325,000 shares of the Non-Voting Common Stock of the Company, $.10 par value per share (the "Non-Voting Common Stock"), to certain of its employees pursuant to the terms of the Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan (the "Plan"). Based upon the foregoing, and upon our examination of such matters as we deem necessary in order to furnish this opinion, we are of the opinion that the shares of Voting Common Stock and Non-Voting Common Stock registered pursuant to the Registration Statement, when issued according to the terms of the Plan, 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 _______________________________ EX-23 3 EXHIBIT 23.1 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors Petroleum Helicopters, Inc.: We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP New Orleans, Louisiana March 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----