As filed with the Securities and Exchange Commission on June 17, 2019
Registration No. 333-115473
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
Delaware | 72-0679819 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2103 City West Blvd. 4th Floor Houston,
Texas |
77042 | |
(Address of Principal Executive Offices) | (Zip Code) |
Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Brian J. Allman
Senior Vice President and Chief Financial Officer
2103 City West Blvd.
4th Floor
Houston, Texas 77042
(Name and address of agent for service)
(713) 267-7600
(Telephone number, including area code, of agent for service)
With a copy to:
John D. Geddes
Andrew J. Ericksen
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, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) is being filed by Bristow Group Inc., formerly known as Offshore Logistics, Inc. (the Company), to deregister all shares of the Companys common stock, par value $.01 per share (the Common Stock), unsold under the Registration Statement on Form S-8 (Registration Statement No. 333-115473) (the Registration Statement) filed by the Company with the Securities and Exchange Commission on May 13, 2004, registering 250,000 shares of Common Stock to be issued to participants under the Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for Non-Employee Directors.
As previously disclosed, on May 11, 2019, the Company and certain of its subsidiaries filed voluntary petitions (the Chapter 11 Cases) under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.
As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment all of such securities registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of such Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 17th day of June, 2019.
BRISTOW GROUP INC. | ||
(Registrant) | ||
By: | /s/ Brian J. Allman | |
Brian J. Allman | ||
Senior Vice President and Chief Financial Officer |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.