As filed with the Securities and Exchange Commission on May 16, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOR SMIT INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3542736
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
11200 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77082
(Address of Principal Executive Offices)
(Zip Code)
SEACOR SMIT INC.
2003 NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
(Full Title of Plan)
RANDALL BLANK
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
SEACOR SMIT INC.
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10119
(212) 307-6633
(Name and Agent for Service)
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Amount to be Offering Aggregate Amount of
Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
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Common Stock, par value $.01 per share 150,000 $38.21 $5,730,750 $464
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based
upon the average of the high and low sales prices of the common shares as
reported on the New York Stock Exchange Composite Tape on May 12, 2003.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by SEACOR
SMIT Inc. (the "Company" or the "Registrant") are incorporated herein by
reference:
(1) our Annual Report on Form 10-K for the fiscal
year ended December 31, 2002 (as amended on
Form 10-K/A filed on April 7, 2003);
(2) all other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 2002;
and
(3) the description of our common stock contained
in our registration statements on Form 8-A
filed on November 30, 1992 and October 9, 1996,
including any amendment or report filed for the
purposes of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Registrant's Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), provides that no
director of the Registrant shall be personally liable either to the Company or
to any stockholder for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, or (ii) for acts or omissions which are not taken
or omitted to be taken in good faith or which involve intentional misconduct or
knowing violation of the law, or (iii) for any matter in respect of which such
director would be liable under Section 174 of Title 8 of the Delaware General
Corporation Law (the "DGCL") or any amendment or successor provision thereto, or
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(iv) for any transaction from which the director shall have derived an improper
personal benefit.
Article III of the Company's by-laws provides that the
Company shall (a) indemnify, to the fullest extent permitted by Section 145 of
the DGCL, all persons who it may indemnify pursuant thereto and in the manner
prescribed thereby and (b) pay the expenses (including attorneys' fees) incurred
by an indemnitee in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should ultimately determined that the director or
officer is not entitled to be indemnified thereunder or otherwise.
Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 3.1(a) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997 and filed with the Commission
on August 14, 1997).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc. (incorporated herein by
reference to Exhibit 3.1(b) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997 and filed with the Commission on August 14, 1997).
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4.3 Amended and Restated By-laws of SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No.
333-12637) of SEACOR Holdings, Inc. filed with the
Commission on September 25, 1996).
4.4 SEACOR SMIT Inc. 2003 Non-Employee Director Share
Incentive Plan.*
5 Opinion of Weil, Gotshal & Manges LLP.*
23(a) Consent of Ernst & Young LLP.*
23(b) Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this registration
statement).*
24 Power of Attorney (included as part of the signature page
to this Registration Statement and incorporated herein by
reference).*
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*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the Registration
Statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the Registration Statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the Registration
Statement or any material change to
such information in the Registration
Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by the foregoing paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
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pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the 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.
(c) 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
foregoing provisions, 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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 16th day of May,
2003.
SEACOR SMIT INC.
By: /S/ CHARLES FABRIKANT
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Charles Fabrikant
Chairman of the Board of
Directors, President and
Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or any of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including all post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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.
Signatures Title Date
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/S/ CHARLES FABRIKANT Chairman of the Board of Directors, May 16, 2003
---------------------------------------- President and Chief Executive Officer
Charles Fabrikant (Principal Executive Officer)
/S/ RANDALL BLANK Executive Vice President, Chief Financial May 16, 2003
---------------------------------------- Officer and Secretary
Randall Blank (Principal Financial Officer)
/S/ LENNY P. DANTIN Vice President and Chief Accounting Officer May 16, 2003
---------------------------------------- (Principal Accounting Officer)
Lenny P. Dantin
/S/ MICHAEL E. GELLERT Director May 16, 2003
----------------------------------------
Michael E. Gellert
/S/ STEPHEN STAMAS Director May 16, 2003
----------------------------------------
Stephen Stamas
/S/ RICHARD M. FAIRBANKS III Director May 16, 2003
----------------------------------------
Richard M. Fairbanks III
/S/ PIERRE DE DEMANDOLX Director May 16, 2003
----------------------------------------
Pierre de Demandolx
/S/ ANDREW R. MORSE Director May 16, 2003
----------------------------------------
Andrew R. Morse
/S/ JOHN HADJIPATERAS Director May 16, 2003
----------------------------------------
John Hadjipateras
/S/ OIVIND LORENTZEN Director May 16, 2003
----------------------------------------
Oivind Lorentsen
/S/ JAMES COWDEROY Director May 16, 2003
----------------------------------------
James Cowderoy
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 3.1(a) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997 and filed with the Commission
on August 14, 1997).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc. (incorporated herein by
reference to Exhibit 3.1(b) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997 and filed with the Commission on August 14, 1997).
4.3 Amended and Restated By-laws of SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No.
333-12637) of SEACOR Holdings, Inc. filed with the
Commission on September 25, 1996).
4.4 SEACOR SMIT Inc. 2003 Non-Employee Director Share
Incentive Plan.*
5 Opinion of Weil, Gotshal & Manges LLP.*
23(a) Consent of Ernst & Young LLP.*
23(b) Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this registration
statement).*
24 Power of Attorney (included as part of the signature page
to this Registration Statement and incorporated herein by
reference).*
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*Filed herewith.
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