AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NUMBER 333-48803
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OFFSHORE LOGISTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4522 72-0679819
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
224 RUE DE JEAN
P.O. BOX 5-C
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DRURY A. MILKE
VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY
224 RUE DE JEAN
P.O. BOX 5-C
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, 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, 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(d)
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. [_]
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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 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
PRIMARY
STATE OR OTHER STANDARD
JURISDICTION OF INDUSTRIAL IRS EMPLOYER
INCORPORATION CLASSIFICATION IDENTIFICATION
NAME OR ORGANIZATION CODE NO. NO.
- ---- --------------- -------------- --------------
Air Logistics, L.L.C............. Louisiana 4522 72-1412904
Air Logistics of Alaska, Inc..... Alaska 4522 92-0048121
Grasso Corporation............... Delaware 4522 72-1277694
Grasso Production Management,
Inc............................. Texas 1389 72-0271164
Medic Systems, Inc............... Delaware 4522 76-0482462
Pumpkin Air, Inc................. Texas 4522 75-1638151
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-48803) (the "Registration Statement") is being filed solely for the
purpose of filing certain exhibits, and no changes or additions are being made
hereby to the prospectus (the "Prospectus") that forms a part of this
Registration Statement. Accordingly, the Prospectus has been omitted from this
filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Registrant's bylaws
provide for the indemnification of directors and officers against expenses and
liabilities incurred in connection with defending actions brought against them
for negligence or misconduct in their official capacities. The Registrant also
has indemnity agreements with each of its directors that provide for
indemnification of such directors. The Registrant has purchased insurance
permitted by the Delaware General Corporation Law on behalf of directors and
officers, which may cover liabilities under the Securities Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all exhibits filed as part of this Registration
Statement.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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4.1* -- Indenture, dated as of January 27, 1998, among the Company, the
Guarantors and State Street Bank and Trust Company.
4.2* -- Registration Rights Agreement, dated as of January 22, 1998, among
the Company, the Guarantors and Jefferies & Company, Inc.
5 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
Notes.
12* -- Statement regarding Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Arthur Andersen LLP
23.2* -- Consent of KPMG
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24.1* -- Power of Attorney.
25.1 -- Statement of Eligibility of State Street Bank and Trust Company.
99.1* -- Form of Letter of Transmittal.
99.2* -- Form of Notice of Guaranteed Delivery.
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* Previously filed.
ITEM 22. UNDERTAKINGS.
The Registrant hereby undertakes the following:
(a) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions described under Item 20
or otherwise, each of the registrants 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by any of the registrants of expenses
incurred or paid by a director, officer, or controlling person of such
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 registrants 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 of 1933 and
will be governed by the final adjudication of such issue.
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(c) Each of the undersigned registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated document by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(d) Each of the undersigned registrants hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
OFFSHORE LOGISTICS, INC.
/s/ George M. Small*
By: _________________________________
George M. Small
President
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Louis F. Crane* Chairman of the Board May 4, 1998
- ------------------------------------
Louis F. Crane
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer and Secretary
(Principal Financial
Officer)
/s/ Patricia Como* Controller and Assistant May 4, 1998
- ------------------------------------ Secretary (Principal
Patricia Como Accounting Officer)
Director May 4, 1998
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Peter N. Buckley
Director May 4, 1998
- ------------------------------------
Jonathan H. Cartwright
/s/ David M. Johnson* Director May 4, 1998
- ------------------------------------
David M. Johnson
/s/ Kenneth M. Jones* Director May 4, 1998
- ------------------------------------
Kenneth M. Jones
/s/ Harry C. Sager* Director May 4, 1998
- ------------------------------------
Harry C. Sager
Director May 4, 1998
- ------------------------------------
Howard Wolf
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
AIR LOGISTICS, L.L.C.
By: Offshore Logistics, Inc.,
its sole member
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Manager May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Manager (Principal
Financial Officer and
Principal Accounting
Officer)
Manager May 4, 1998
- ------------------------------------
Gene Graves
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
AIR LOGISTICS OF ALASKA, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
L. Michael Rizk
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
GRASSO CORPORATION
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
GRASSO PRODUCTION MANAGEMENT, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
MEDIC SYSTEMS, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
PUMPKIN AIR, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Gene Graves
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
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