S-8

As filed with the Securities and Exchange Commission on August 3, 2016

Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Bristow Group Inc.(Exact name of registrant as specified in charter)

	Delaware (State or other jurisdiction of incorporation or organization)	72-0679819 (I.R.S. Employer Identification Number)
2103 City West Blvd., 4th Floor Houston, Texas 77042 (713) 267‑7600  (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bristow Group Inc. 2007 Long Term Incentive Plan(Full titles of the plan)
Edward Chipman Earle Senior Vice President, Chief Legal Officer and Corporate Secretary Bristow Group Inc. 2103 City West Blvd., 4th Floor Houston, Texas 77042 (713) 267‑7600  (Address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
John D. Geddes Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.01 per share	5,246,729 (3)	$11.13	$53,396,093.8	$5,880.49

(1) In addition, pursuant to Rule 416(c) under the Securities Act of the 1933, as amended (the “Securities Act”), this Registration Statement also covers an additional indeterminate number of shares of common stock, par value $.01 per share (“Common Stock”), of Bristow Group Inc. (the “Company”) which may be necessary to adjust the number of additional shares of Common Stock reserved for issuance pursuant to the 2007 Long Term Incentive Plan (the “Plan”) and being registered herein, as a result of stock split, stock dividend, reclassification, recapitalization, or similar adjustment(s) relating to the Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices of the Common Stock on July 28, 2016, as quoted on the New York Stock Exchange.

(3) Includes 5,246,729 shares of Common Stock authorized for issuance pursuant to the Plan approved by the stockholders of the Company in August 2016.

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Bristow Group Inc., a Delaware corporation (the “Company”), pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 5,246,729 shares of its common stock, par value $0.01 per share, pursuant to its 2007 Long Term Incentive Plan, as amended and restated (the “Plan”). The Board of Directors of the Company recommended for approval and, on August 3, 2016, the stockholders approved an amendment of the Plan that, among other things, increased the number of shares available for issuance under the Plan from 1,153,271 to 6,400,000. The contents of the Registration Statement on Form S-8 of the Company filed on November 7, 2013 (No. 333-192182) relating to the Plan are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

See Exhibit Index.

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 3rd day of August, 2016.

Bristow Group Inc.
By:	/s/ L. Don Miller
	L. Don Miller
	Senior Vice President and Chief Financial Officer

Each person whose signature appears below appoints E. Chipman Earle as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 all 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 and for 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 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 indicated on the 3rd day of August, 2016.

Signature	Title
/s/ Jonathan E. Baliff	President, Chief Executive Officer and Director
Jonathan E. Baliff	(Principal Executive Officer)
/s/ L. Don Miller	Senior Vice President and Chief Financial Officer
L. Don Miller	(Principal Financial Officer)
/s/ Brian J. Allman	Vice President and Chief Accounting Officer
Brian J. Allman	(Principal Accounting Officer)
/s/ Thomas N. Amonett	Director
Thomas N. Amonett
/s/ Lori A. Gobillot	Director
Lori A. Gobillot
/s/ Ian A. Godden	Director
Ian A. Godden
/s/ David C. Gompert	Director
David C. Gompert
/s/ A. William Higgins	Director
A. William Higgins
/s/ Stephen A. King	Director
Stephen A. King
/s/ Thomas C. Knudson	Chairman of the Board and Director
Thomas C. Knudson
/s/ Mathew Masters	Director
Mathew Masters
/s/ Biggs C. Porter	Director
Biggs C. Porter
/s/ Bruce H. Stover	Director
Bruce H. Stover

EXHIBIT INDEX

Number	Exhibit
4.1* -	Restated Certificate of Incorporation dated August 2, 2007 (incorporated by reference to Exhibit 3.1 to Bristow Group Inc.’s Form 10-Q filed on August 2, 2007).
4.2* -	Amended and Restated Bylaws of Bristow Group Inc., effective March 6, 2014 (incorporated by reference to Exhibit 3.1 to Bristow Group Inc.’s Current Report on Form 8‑K filed on March 10, 2014).
4.3* -	Bristow Group Inc. 2007 Long Term Incentive Plan, as amended and restated effective August 3, 2016 (incorporated by reference to Appendix A to Bristow Group Inc.’s definitive proxy statement on Schedule 14A filed on June 21, 2016, as supplemented on June 28, 2016).
5.1 -	Opinion of Baker Botts L.L.P.
23.1 -	Consent of KPMG LLP.
23.2 -	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1 -	Powers of Attorney (included on the signature page herein).

*    Incorporated herein by reference as indicated.

EX-5.1

		Exhibit 5.1
	ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995	AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON	LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON
	TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com

August 3, 2016

Bristow Group Inc.

2103 City West Blvd, 4th floor

Houston, Texas 77042

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by Bristow Group Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 5,246,729 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) issuable pursuant to the Company’s 2007 Long Term Incentive Plan, as amended and restated (the “Incentive Plan”), certain legal matters with respect to the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended to date, the Incentive Plan, corporate records of the Company, including minute books of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us is accurate and complete. In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued by the Company pursuant to the provisions of the Incentive Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with the Incentive Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company; and upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Incentive Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided

Bristow Group Inc.    

- 2 - August 3, 2016

therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and non-assessable.

The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

JDG/AJE/CLA

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Bristow Group Inc.:

We consent to the use of our reports dated May 27, 2016 with respect to the consolidated balance sheets of Bristow Group Inc. and subsidiaries as of March 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ investment and redeemable noncontrolling interests for each of the years in the three-year period ended March 31, 2016, and the effectiveness of internal control over financial reporting as of March 31, 2016, incorporated by reference herein.

/s/ KPMG LLP

Houston, Texas

August 3, 2016