As filed with the Securities and Exchange Commission on June 10, 2011
Registration No. 333-143258
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GULFMARK OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 76-0526032 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
10111 Richmond Avenue, Suite 340
Houston, Texas 77042
(Address of principal executive offices)
GULFMARK OFFSHORE, INC.
2005 NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
(Full title of the plan)
Richard M. Safier
Vice President — General Counsel
GulfMark Offshore, Inc.
10111 Richmond Avenue, Ste 340
Houston, Texas 77042
(713) 963-9522
(Name, address and telephone number of agent for service)
Copies to:
W. Garney Griggs, Esq.
Strasburger & Price, LLP
1401 McKinney St., Ste 2200
Houston, Texas 77010
(713) 951-5600
Explanatory Note — Deregistration of Securities
This Post-Effective Amendment No. 2 amends the Registration Statement on Form S-8, Registration No. 333-143258, filed by GulfMark Offshore, Inc. (the “Company”) on May 25, 2007 (the “Initial Registration Statement”), as previously amended by a Post-Effective Amendment No. 1 filed February 24, 2010 (collectively with the Initial Registration Statement, the “Registration Statement”). The Registration Statement covers shares of GulfMark Offshore, Inc. Class A Common Stock, $.01 par value per share (“Common Stock”), to be offered, awarded or sold under the GulfMark Offshore, Inc. 2005 Non-Employee Director Share Incentive Plan (the “2005 Plan”). Of the 150,000 shares of Common Stock reserved for issuance under the 2005 Plan and covered by the Registration Statement, as of June 9, 2011, 113,000 shares have previously been issued under the 2005 Plan.
The Board of Directors of the Company adopted the GulfMark Offshore, Inc. 2011 Non-Employee Director Share Incentive Plan (the “2011 Plan”), subject to approval by the stockholders of the Company, which approval was obtained on June 7, 2011. As a result of the adoption of the 2011 Plan, the Company will not make any future grants of awards under the 2005 Plan covered by the Registration Statement. Accordingly, the Company hereby removes from registration 37,000 shares of Common Stock, which constitute all of the shares of Common Stock registered under the Registration Statement that remain unissued under the 2005 Plan as of June 9, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GulfMark Offshore, Inc. 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. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 9, 2011.
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| | GULFMARK OFFSHORE, INC.
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| | By: | /s/ Quintin V. Kneen | |
| | | Quintin V. Kneen | |
| | | Executive Vice President
(Principal Financial Officer) | |
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