SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 29, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
UNIFAB INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 0-29416 72-1382998
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
5007 PORT ROAD
NEW IBERIA, LOUISIANA 70562
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(337) 367-8291
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On September 29, 2000, UNIFAB International, Inc. (the "Company")
completed a private placement in which it issued and sold 1,300,000 shares
(the "Shares") of its common stock, $.01 par value per share, to eight
accredited investors at $9.50 per Share, for aggregate proceeds of
$12,350,000. The offering and sale were made pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act of 1933
and Rule 506 of Regulation D thereunder. Morgan Keegan & Company, Inc.
("Morgan Keegan"), for its services as placement agent, received a
commission of $617,500 and a warrant to purchase 60,000 shares of Company
common stock (the "Warrant Shares") at an exercise price of $9.50 per
share. The Company has agreed to file a registration statement with the
Securities and Exchange Commission by October 27, 2000 in order to register
the Shares and the Warrant Shares for resale by the purchasers and Morgan
Keegan, respectively.
The net proceeds to the Company, which will be applied to reduce the
Company's indebtedness under its Secured Senior Credit Facility, were
$11,732,500 after the commission to the placement agent but before offering
expenses. The Company expects in the near future to execute an amendment
to its credit facility which will establish a borrowing base and financial
covenants consistent with the Company's current financial condition and
anticipated outlook. The Company expects that this amendment will allow
the amounts outstanding under the credit facility to be classified as non-
current. The Company believes the net proceeds of the private placement
and the funding to become available under the amended credit facility will
provide the working capital it expects to need for future customer orders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are filed with this report.
(b) No pro forma financial information is filed with this report.
(c) Exhibits.
10.1 Stock Purchase Agreements dated September 18, 2000 and
September 26, 2000, respectively, pursuant to which the Company
sold an aggregate of 1,300,000 Shares of its common stock, $.01
par value per share to the eight accredited investors named
therein.
10.2 Registration Rights Agreements dated September 18, 2000 and
September 26, 2000 pursuant to which the Company agreed, among
other things, to file a registration statement with the
Securities and Exchange Commission in order to register the
Shares and the Warrant Shares for resale by the purchasers and
Morgan Keegan, respectively.
99.1 Press release issued by the Company on October 3, 2000
concerning the sale of equity securities described in Item 5
above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Peter J. Roman
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Peter J. Roman
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: October 3, 2000