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As filed with the Securities and Exchange Commission on June 13, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TORCH OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 74-2982117
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 WHITNEY AVENUE, SUITE 400
GRETNA, LOUISIANA 70056-2596
(Address of principal (Zip Code)
executiveoffices)
TORCH OFFSHORE, INC.
2001 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
William J. Blackwell
Chief Financial Officer
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (504) 367-7030
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock, $.01 par value
per share....................... 3,000,000 shares $16.00 $48,000,000 $12,000
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) based upon this initial public
offering price per share of Common Stock of $16.00 as set forth in the
prospectus of Torch Offshore, Inc. relating thereto dated June 7, 2001 as
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act.
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INTRODUCTORY STATEMENT
Torch Offshore, Inc. (the "Registrant" or the "Company") is filing this
Registration Statement on Form S-8 relating to its Common Stock, par value $.01
per share ("Common Stock"), issuable pursuant to the terms of the Torch
Offshore, Inc. 2001 Long-Term Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item
1 of Form S-8 and the statement of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company (File
No. 000-32855) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or as otherwise indicated, are hereby incorporated in this
Registration Statement by reference:
(1) the Company's Prospectus dated June 7, 2001, as filed with the
Commission pursuant to Rule 424(b) under the Securities Act on June 7,
2001;
(2) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission
on June 7, 2001 pursuant to the Exchange Act; and
(3) the Company's current report on Form 8-K dated June 6, 2001 and
filed with the Commission on June 12, 2001.
All documents filed with the Commission by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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 Company is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware (the "DGCL") gives a corporation power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.
Section 145 also gives a corporation power to indemnify any person who
was or is a party or is threatened to be
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made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Section 145 further provides
that, to the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
such action, suit or proceeding, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145.
The Company's Certificate of Incorporation and Bylaws provide for the
indemnification of officers and directors to the fullest extent permitted by the
DGCL. The underwriting agreement entered into by the Company in connection with
its initial public offering also provides for the indemnification of the
directors and officers in certain circumstances. The Company has also entered
into indemnification agreements with each of its directors and executive
officers.
The Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists as of the date of the Certificate of
Incorporation or as such provision may be thereafter amended, supplemented or
replaced or (iv) for any transaction from which the director derived an improper
personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ---------- ------------ ---------
4.1* - Certificate of Incorporation Registration Statement 333-54120 3.1
on Form S-1
4.2* - Bylaws of the Company Registration Statement 333-54120 3.2
Statement on Form S-1
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ---------- ------------ ---------
4.3* - Certificate of Amendment to Certificate Registration Statement 333-54120 3.3
of Incorporation Statement on Form S-1
4.4* - Specimen Stock Certificate Registration Statement 333-54120 4.1
on Form S-1
4.5* - Registration Rights Agreement among the Current Report on
Company and the stockholders named Form 8-K dated June
therein 6, 2001 000-32885 4.1
4.6* - Torch Offshore, Inc. Long-Term Incentive Registration Statement 333-54120 10.2
Incentive Plan Form on S-1
5 - Opinion of Baker Botts L.L.P.
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24 - Powers of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment 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.
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(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 Gretna, the State of Louisiana, on June 11,
2001.
TORCH OFFSHORE, INC.
(Registrant)
By: /s/ LYLE G. STOCKSTILL
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Lyle G. Stockstill
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Lyle G. Stockstill and William J. Blackwell, and each of them, each of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, 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 pre-effective and
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, 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 attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing appropriate or 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 attorneys-in-fact and agents or their
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 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Lyle G. Stockstill Chairman of the Board and Chief June 11, 2001
----------------------------------------------------------- Executive Officer (Principal
Lyle G. Stockstill Executive Officer)
/s/ William J. Blackwell Chief Financial Officer and Director June 11, 2001
----------------------------------------------------------- (Principal Financial and Accounting
William J. Blackwell Officer)
/s/ Lana J. Hingle Stockstill Senior Vice President -- June 11, 2001
----------------------------------------------------------- Administration and Director
Lana J. Hingle Stockstill
/s/ Eric Smith
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Eric Smith Executive Vice President June 11, 2001
/s/ Curtis Lemons
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Curtis Lemons Director June 11, 2001
/s/ John Reynolds
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John Reynolds Director June 11, 2001
/s/ Ken Wallace
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Ken Wallace Director June 11, 2001
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
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4.1* - Certificate of Incorporation Registration Statement 333-54120 3.1
on Form S-1
4.2* - Bylaws of the Company Registration Statement 333-54120 3.2
Statement on Form S-1
4.3* - Certificate of Amendment to Certificate Registration Statement 333-54120 3.3
of Incorporation Statement on Form S-1
4.4* - Specimen Stock Certificate Registration Statement 333-54120 4.1
on Form S-1
4.5* - Registration Rights Agreement among the Current Report on 000-32885 4.1
Company and the stockholders named Form 8-K dated June
therein 6, 2001
4.6* - Torch Offshore, Inc. Long-Term Incentive Registration Statement 333-54120 10.2
Incentive Plan Form on S-1
5 - Opinion of Baker Botts L.L.P.
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24 - Powers of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.