As filed with the Securities and Exchange Commission on May 9, 2003. Registration No. 033-51617 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 ------------ PETROLEUM HELICOPTERS, INC. (Exact name of registrant as specified in its charter) LOUISIANA 72-0395707 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2001 SE EVANGELINE THRUWAY, LAFAYETTE, LOUISIANA 70508 (Address, including zip code, of Principal Executive Offices) PETROLEUM HELICOPTERS, INC. 1992 NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT BETWEEN PETROLEUM HELICOPTERS, INC. AND JOHN H. UNTEREKER (Full title of the plans) LANCE F. BOSPFLUG PRESIDENT AND CHIEF EXECUTIVE OFFICER PETROLEUM HELICOPTERS, INC. 2001 SE EVANGELINE THRUWAY LAFAYETTE, LOUISIANA 70508 (800) 235-2452 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: ANTHONY J. CORRERO, III CORRERO FISHMAN HAYGOOD PHELPS WALMSLEY & CASTEIX, L.L.P. 201 ST. CHARLES AVENUE, 46TH FLOOR NEW ORLEANS, LOUISIANA 70170-4600 DEREGISTRATION In accordance with the undertaking contained in Item 9(a)(3) of Part II of this Registration Statement No. 033-51617, the Registrant hereby files this Post-Effective Amendment No. 2 to remove from registration all of the securities registered under this Registration Statement, which remain unsold at the termination of the offering. The Registrant hereby removes from registration 34,000 shares of common stock registered pursuant to this Registration Statement. 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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 9, 2003. PETROLEUM HELICOPTERS, INC. By: /s/ Lance F. Bospflug ------------------------------------- Lance F. Bospflug President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <Table> <Caption> Signature Title Date --------- ----- ---- /s/ Lance F. Bospflug President, Chief Executive Officer and Director May 9, 2003 ------------------------------- (Principal Executive Officer) Lance F. Bospflug /s/ Michael J. McCann Chief Financial Officer May 9, 2003 ------------------------------- (Principal Financial Officer and Principal Accounting Officer) Michael J. McCann /s/ Al A. Gonsoulin Chairman of the Board and Director May 9, 2003 ------------------------------- Al A. Gonsoulin /s/ Arthur J. Breault, Jr. Director May 9, 2003 ------------------------------- Arthur J. Breault, Jr. /s/ C. Russell Luigs Director May 9, 2003 ------------------------------- C. Russell Luigs /s/ Richard H. Matzke Director May 9, 2003 ------------------------------- Richard H. Matzke /s/ Thomas H. Murphy Director May 9, 2003 ------------------------------- Thomas H. Murphy </Table> END OF FILING