AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1997.
REGISTRATION NO. 333-21863
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GULF ISLAND FABRICATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 3441 72-1147390
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
583 THOMPSON ROAD
HOUMA, LOUISIANA 70363
(504) 872-2100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KERRY J. CHAUVIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GULF ISLAND FABRICATION, INC.
583 THOMPSON ROAD
HOUMA, LOUISIANA 70363
(504) 872-2100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
CARL C. HANEMANN THOMAS P. MASON
JONES, WALKER, WAECHTER, POITEVENT, ANDREWS & KURTH L.L.P.
CARRERE & DENEGRE, L.L.P. 4200 TEXAS COMMERCE TOWER
201 ST. CHARLES AVENUE 600 TRAVIS, SUITE 4200
NEW ORLEANS, LOUISIANA 70170 HOUSTON, TEXAS 77002
(504) 582-8000 (713) 220-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement contains only Part II of
the Registration Statement and is being filed solely to file certain exhibits
that have not been previously filed.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable in connection with the proposed sale of Common
Stock covered hereby are as follows:
SEC registration fee............................................ $ 11,152
NASD filing fee................................................. 4,180
Printing expenses............................................... 115,000
Legal fees and expenses......................................... 100,000
Accounting fees and expenses.................................... 160,000
Blue Sky fees and expenses (including counsel fees)............. 5,000
Transfer agent fees and expenses................................ 3,500
Miscellaneous expenses.......................................... 1,168
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Total expenses................................................ $400,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Louisiana Business Corporation Law (the "LBCL"), Section 83, (i) 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; (ii) subject to
specific conditions and exclusions, gives a director or officer who
successfully defends such an action the right to be so indemnified; and (iii)
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.
The Company's By-laws make mandatory the indemnification of directors and
officers permitted by the LBCL. The standard to be applied in evaluating any
claim for indemnification (excluding claims for expenses incurred in
connection with the successful defense of any proceeding or matter therein for
which indemnification is mandatory without reference to any such standard) is
whether the claimant acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company. With
respect to any criminal action or proceeding, the standard is that the
claimant had no reasonable cause to believe the conduct was unlawful. No
indemnification is permitted in respect of any claim, issue or matter as to
which a director or officer shall have been adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct or to have
obtained an improper personal benefit, unless, and only to the extent that the
court shall determine upon application that, in view of all the circumstances
of the case, he is fairly and reasonably entitled to indemnity for such
expenses that the court shall deem proper.
The Company maintains liability policies to indemnify its officers and
directors against loss arising from claims by reason of their legal liability
for acts as officers and directors, subject to limitations and conditions to
be set forth in the policies.
The Underwriters have also agreed to indemnify the directors and certain of
the Company's officers against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"), or to
contribute to payments that such directors and officers may be required to
make in respect thereof.
Each of the Company's directors and executive officers has entered into an
indemnity agreement with the Company, pursuant to which the Company has agreed
under certain circumstances to purchase and maintain directors' and officers'
liability insurance. The agreements also provide that the Company will
indemnify the directors and executive officers against any costs and expenses,
judgments, settlements and fines incurred in
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connection with any claim involving a director or executive officer by reason
of his position as director or officer that are in excess of the coverage
provided by any such insurance, provided that the director or officer meets
certain standards of conduct. A form of indemnity agreement containing such
standards of conduct is included as an exhibit to this Registration Statement.
Under the indemnity agreements, the Company is not required to purchase and
maintain directors' and officers' liability insurance if it is not reasonably
available or, in the reasonable judgment of the Board of Directors, there is
insufficient benefit to the Company from the insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
1.1 Form of Underwriting Agreement.**
2.1 Stock Purchase Agreement with respect to Dolphin Services, Inc. dated as
of November 27, 1996.*
2.2 Stock Purchase Agreement with respect to Dolphin Steel Sales, Inc., dated
as of November 27, 1996.*
2.3 Stock Purchase Agreement with respect to Dolphin Sales & Rentals, Inc.,
dated as of November 27, 1996.*
3.1 Amended and Restated Articles of Incorporation of the Company.*
3.2 By-laws of the Company.*
4.1 See Exhibits 3.1 and 3.2 for provisions of the Company's Amended and
Restated Articles of Incorporation and By-laws defining the rights of
holders of Common Stock.
4.2 Specimen Common Stock certificate.*
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.**
10.1 Form of Indemnity Agreement by and between the Company and each of its
directors and executive officers.*
10.2 Registration Rights Agreement between the Company and Alden J. Laborde.*
10.3 Registration Rights Agreement between the Company and Huey J. Wilson.*
10.4 Fifth Amended and Restated Revolving Credit and Term Loan Agreement among
the Company and First National Bank of Commerce and Whitney National
Bank, dated as of October 24, 1996 (the "Bank Credit Facility").*
10.5 First Amendment to the Company's Bank Credit Facility, dated as of
January 2, 1997.*
10.6 Second Amendment to the Company's Bank Credit Facility, dated as of March
18, 1997.*
10.7 The Company's Long-Term Incentive Plan.*
10.8 Form of Stock Option Agreement under the Company's Long-Term Incentive
Plan.*
10.9 Form of Reimbursement Agreement.**
21.1 Subsidiaries of the Company.*
23.1 Consent of Price Waterhouse LLP.**
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.
(included in Exhibit 5.1).**
24.1 Power of Attorney (included in the Signature Page to this Registration
Statement).*
27.1 Financial Data Schedule.*
(B) FINANCIAL STATEMENTS SCHEDULE.
Schedule II
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* Previously filed
** Filed herewith.
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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 in Item 14 above, 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 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
has duly caused this Amendment No. 3 to this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houma, State of Louisiana, on April 1, 1997.
GULF ISLAND FABRICATION, INC.
/s/ Kerry J. Chauvin
By:__________________________________
Kerry J. Chauvin
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to 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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* Chairman of the Board April 1, 1997
____________________________________
Alden J. Laborde
/s/ Kerry J. Chauvin President, Chief Executive April 1, 1997
____________________________________ Officer and Director
Kerry J. Chauvin (Principal Executive
Officer)
* Vice President--Finance, April 1, 1997
____________________________________ Chief Financial Officer,
Joseph P. Gallagher, III Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* Director April 1, 1997
____________________________________
Gregory J. Cotter
* Director April 1, 1997
____________________________________
Thomas E. Fairley
* Director April 1, 1997
____________________________________
Hugh J. Kelly
* Director April 1, 1997
____________________________________
John P. Laborde
* Director April 1, 1997
____________________________________
Huey J. Wilson
/s/ Kerry J. Chauvin
By: ___________________________
Kerry J. Chauvin
Attorney-in-Fact
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
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COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
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ADDITIONS DEDUCTIONS
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BALANCE
BALANCE AT CHARGED TO CHARGED AT END
BEGINNING COSTS AND TO ORDER OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (WRITE-OFFS) PERIOD
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Year Ended December 31,
1994
Allowance for doubtful
accounts............... $4,290 $-- $-- $-- $4,290
Year Ended December 31,
1995
Allowance for doubtful
accounts............... 4,290 30 -- -- 4,320
Year Ended December 31,
1996
Allowance for doubtful
accounts............... 4,320 -- -- -- 4,320
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
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1.1 Form of Underwriting Agreement.**
2.1 Stock Purchase Agreement with respect to Dolphin
Services, Inc. dated as of
November 27, 1996.*
2.2 Stock Purchase Agreement with respect to Dolphin Steel
Sales, Inc., dated as of
November 27, 1996.*
2.3 Stock Purchase Agreement with respect to Dolphin Sales
& Rentals, Inc., dated as of November 27, 1996.*
3.1 Amended and Restated Articles of Incorporation of the
Company.*
3.2 By-laws of the Company.*
4.1 See Exhibits 3.1 and 3.2 for provisions of the
Company's Amended and Restated Articles of
Incorporation and By-laws defining the rights of
holders of Common Stock.
4.2 Specimen Common Stock certificate.*
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre L.L.P.**
10.1 Form of Indemnity Agreement by and between the Company
and each of its directors and executive officers.*
10.2 Registration Rights Agreement between the Company and
Alden J. Laborde.*
10.3 Registration Rights Agreement between the Company and
Huey J. Wilson.*
10.4 Fifth Amended and Restated Revolving Credit and Term
Loan Agreement among the Company and First National
Bank of Commerce and Whitney National Bank, dated as of
October 24, 1996 (the "Bank Credit Facility").*
10.5 First Amendment to the Company's Bank Credit Facility,
dated as of January 2, 1997.*
10.6 Second Amendment to the Company's Bank Credit Facility,
dated as of March 18, 1997.*
10.7 The Company's Long-Term Incentive Plan.*
10.8 Form of Stock Option Agreement under the Company's
Long-Term Incentive Plan.*
10.9 Form of Reimbursement Agreement.**
21.1 Subsidiaries of the Company.*
23.1 Consent of Price Waterhouse LLP.**
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre L.L.P. (included in Exhibit 5.1).**
24.1 Power of Attorney (included in the Signature Page to
this Registration Statement).*
27.1 Financial Data Schedule.*
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* Previously filed.
** Filed herewith.
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