Filed pursuant to Rules 424(b)(3) and 424(b)(7)
A filing fee of $599.76, calculated in accordance with
Rule 457(r), has been transmitted to the SEC in connection
with the offering of common stock pursuant to the registration statement
(File No. 333-141269) by means of this prospectus supplement.
PROSPECTUS SUPPLEMENT NO. 1
---------------------------
TO PROSPECTUS DATED MARCH 13, 2007
[LOGO]
202,972 SHARES OF COMMON STOCK
---------------------------
This prospectus supplement relates to the offer and sale of an
aggregate of 202,972 shares of common stock of SEACOR Holdings Inc. by the
selling stockholders listed under the heading "Selling Stockholders." We issued
these shares on March 13, 2007 to the selling stockholders in a private
transaction in connection with our acquisition of assets from Waxler
Transportation Company, Inc. and Waxler Towing Company, Incorporated pursuant to
an asset purchase agreement dated March 13, 2007.
Our common stock is listed on the New York Stock Exchange under the
ticker symbol "CKH." On March 13, 2007, the last reported sale price for our
common stock was $94.15 per share.
The selling stockholders identified in this prospectus supplement or
its successors, including their transferees, pledgees or donees or their
successors, may offer the shares from time to time through public or private
transactions at market prices prevailing at the time of sale or at negotiated
prices. The timing and amount of any sale are within the sole discretion of the
selling stockholders, subject to certain restrictions. We will not receive any
proceeds from the sale of these shares by the selling stockholders, except to
the extent that the proceeds from the sale of shares by the selling stockholders
are paid to us in connection with the selling stockholders' indemnification
obligations under the asset purchase agreement. See "Plan of Distribution."
---------------------------
INVESTING IN THE SHARES INVOLVES RISKS. SEE "ITEM 1A - RISK FACTORS"
BEGINNING ON PAGE 23 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2006, WHICH IS INCORPORATED BY REFERENCE HEREIN.
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
The date of this prospectus supplement is March 14, 2007.
TABLE OF CONTENTS
PAGE
Prospectus Supplement
---------------------
About this Prospectus Supplement S-1
Use of Proceeds S-2
Selling Stockholders S-2
Plan of Distribution S-4
Where You Can Find More Information S-6
Incorporation of Certain Documents by Reference S-6
Prospectus
----------
About this Prospectus 2
Forward-Looking Statements 2
Use of Proceeds 5
Description of Common Stock 5
Selling Stockholders 7
Where You Can Find More Information 7
Incorporation of Certain Documents by Reference 7
Legal Matters 8
Experts 8
i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering. The second part
is the accompanying prospectus, which describes more general information, some
of which may not apply to this offering. You should read both this prospectus
supplement and the accompanying prospectus, together with the additional
information described below under the headings "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference."
If the description of this offering in this prospectus supplement
differs from the accompanying prospectus, you should rely on the information in
this prospectus supplement.
You should rely only on the information incorporated by reference or
provided in this prospectus supplement and the accompanying prospectus or to
which we have referred you. We have authorized no one to provide you with
different information. If you receive any other information, you should not rely
on it. This prospectus supplement may only be used where it is legal to sell
these securities. You should assume that the information contained or
incorporated by reference in this prospectus supplement is accurate as of the
date of this prospectus supplement. Our business, financial condition, results
of operations and prospects may have changed since that date.
Any statement made in this prospectus supplement or in a document
incorporated or deemed to be incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this prospectus
supplement modifies or supersedes that statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement. See "Incorporation of Certain
Documents By Reference."
References in this prospectus supplement to "SEACOR," "we," "us," and
"our" refer to SEACOR Holdings Inc. and its subsidiaries, unless the context
otherwise requires.
S-1
USE OF PROCEEDS
All of the shares of common stock being offered pursuant to this
prospectus supplement are being sold by the selling stockholders or their
pledges, donees, transferees or other successors-in-interest. Accordingly, we
will not receive any proceeds from the sale of these shares. See "Selling
Stockholders."
SELLING STOCKHOLDERS
On March 13, 2007, we completed the acquisition of substantially all of
the assets of Waxler Transportation Company, Inc. and Waxler Towing Company,
Incorporated. In connection with this acquisition and at the direction of the
two companies in connection with their dissolution and liquidation, we issued to
the selling stockholders 202,972 unregistered shares of SEACOR Holdings Inc.
common stock, all of which are registered for resale pursuant to this prospectus
supplement. SEACOR Holdings Inc. will not receive any of the proceeds from the
sale of the shares offered by this prospectus supplement.
The following table sets forth information about each of the selling
stockholders, the number of shares of common stock beneficially owned by each of
the selling stockholders prior to this offering and the number of shares of
common stock being offered from time to time pursuant to this prospectus
supplement. We prepared this table based on information supplied to us by the
selling stockholders and we have not sought to verify the information. We have
assumed for purposes of this table that each of the selling stockholders will
sell all of the shares offered by that selling stockholder pursuant to this
prospectus supplement. However, the selling stockholders listed in this table do
not necessarily intend to sell any or all of their shares pursuant to this
prospectus supplement. Information about the selling stockholders may change
from time to time. Any changed information will be set forth in a prospectus
supplement or post-effective amendment to the registration statement of which
the accompanying prospectus is a part, if required by applicable law.
NUMBER OF
SHARES OF NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES COMMON STOCK TO BE
BENEFICIALLY PERCENT OF COMMON STOCK OWNED AFTER COMPLETION
NAME OWNED (1) OF CLASS OFFERED HEREBY OF THIS OFFERING (2)
------------------------------------ --------------------- ----------------- ------------------------ ------------------------
Waxler Towing Company,
Incorporated Shareholder 46,281 * 46,281 __
Liquidating Trust
9405 Mary Tucker Cove
Bartlett, TN 38133
Waxler Transportation Company, 156,691 * 156,691 __
Inc. Shareholder Liquidating Trust
9405 Mary Tucker Cove
Bartlett, TN 38133
----------------
* Represents less than 1% of our outstanding common stock.
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the SEC and generally includes securities held by persons
who possess sole or shared voting power or investment power with respect to
those securities and includes securities that are or will become
exercisable within 60 days after March 14, 2007.
(2) Assumes that each selling stockholder will sell all of such stockholder's
shares of common stock being registered hereby. Based on each selling
stockholder's beneficial ownership of shares of common stock as of March
14, 2007.
Each selling stockholder has represented to us that the shares of
common stock listed opposite such selling stockholder's name under the heading
"Number of Shares of Common Stock Offered Hereby" were acquired for investment
for its own account, not as nominee or agent, for investment purposes only, and
not with a view to the resale or distribution of any part thereof except
pursuant to an effective registration statement or an exemption from
registration. In recognition of the fact that the selling stockholders may wish
to be legally permitted to sell the shares in the future, we agreed to file with
the SEC under the Securities Act of 1933, or the "Securities Act," this
prospectus supplement with respect to the resale of the shares from time to
time, and have agreed to prepare and file such prospectus supplements as may be
necessary until the earliest of (i) the expiration of the 12 month period
following the closing of our acquisition of substantially all of the assets of
Waxler Transportation Company, Inc. and Waxler Towing Company, Incorporated,
S-2
(ii) the date when all of the shares offered by the selling stockholders hereby
have been sold or (iii) the availability of Rule 144 of the Securities Act to
sell such shares.
S-3
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees,
transferees or other successors-in-interest may, from time to time, sell any or
all of the shares of common stock beneficially owned by them and offered hereby
directly or through one or more broker-dealers or agents. The selling
stockholders will be responsible for commissions charged by such broker-dealers
or agents. The common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. The selling
stockholders may use any one or more of the following methods when selling
shares:
o on any national securities exchange or quotation service on which
the securities may be listed or quoted at the time of sale;
o in the over-the-counter market;
o in transactions otherwise than on these exchanges or systems or
in the over-the-counter market;
o through the writing of options, whether such options are listed
on an options exchange or otherwise;
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker dealer will attempt to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o through the settlement of short sales;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
Any of the selling stockholders may be deemed to be a statutory
underwriter under the Securities Act. In addition, any broker-dealers who act in
connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of the shares as
principal may be deemed to be underwriting discounts and commissions under the
Securities Act. The selling stockholders have acknowledged that they understand
their obligations to comply with the provisions of the Exchange Act and the
rules thereunder relating to stock manipulation, particularly Regulation M.
In effecting sales, brokers or dealers engaged by any of the selling
stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the selling
stockholders in amounts to be negotiated by the selling stockholders. The
selling stockholders may enter into hedging transactions with broker-dealers and
the broker-dealers may engage in short sales of the common stock in the course
of hedging the positions they assume with any of the selling stockholders
(including in connection with the distribution of the common stock by such
broker-dealers). The selling stockholders may also engage in short sales of the
common stock and may enter into option or other transactions with broker-dealers
that involve the delivery of the common stock to the broker-dealers, who may
then resell or otherwise transfer such common stock.
Broker-dealers engaged by the selling stockholders may arrange for
other brokers-dealers to participate in sales. Such broker-dealers and any other
participating broker-dealers may, in connection with such sales, be deemed to be
underwriters within the meaning of the Securities Act. If the selling
stockholders effect such transactions through underwriters, broker-dealers or
agents, such underwriters, broker-dealers or agents may receive commissions in
the form of discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the shares of common stock for whom they may
act as agent or to whom they may sell as principal, or both (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or
agents may be less than or in excess of those customary in the types of
transactions involved). Any discounts or commissions received by any such
broker-dealers may be deemed to be underwriting discounts and commissions under
the Securities Act.
S-4
The selling stockholders may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus supplement, or under an amendment to this
prospectus supplement under Rule 424(b) or other applicable regulation
promulgated under the Securities Act, amending, if necessary, the list of
selling stockholders to include the pledgees, donees, transferees or other
successors-in-interest as selling stockholders under this prospectus supplement.
The selling stockholders also may transfer the shares of common stock
in other circumstances, in which case the pledgees, donees, transferees or other
successors-in-interest will be the selling beneficial owners for purposes of
this prospectus supplement. In addition, the selling stockholders may also sell
shares in accordance with Rule 144 under the Securities Act, if Rule 144 is then
available.
There can be no assurance that any selling stockholder will sell any or
all of the shares of common stock registered pursuant to the registration
statement of which the accompanying prospectus forms a part. Once sold under
this prospectus supplement, the shares of common stock will be freely tradeable
in the hands of persons other than our affiliates.
We will pay all of the expenses incident to the filing of this
registration statement, estimated to be $45,000. These expenses include legal
and accounting fees in connection with the preparation of the registration
statement of which this prospectus supplement is a part, legal and other fees in
connection with the qualification of the sale of the shares under the laws of
certain states (if any), registration and filing fees and other expenses. We
have agreed to keep the registration of the shares offered hereby effective
until the earliest of (i) the expiration of the 12 month period following the
closing of our acquisition of substantially all of the assets of Waxler
Transportation Company, Inc. and Waxler Towing Company, Incorporated, (ii) the
date when all of the shares offered by the selling stockholders hereby have been
sold or (iii) the availability of Rule 144 of the Securities Act to sell such
shares.
S-5
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), under which we
file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy materials that we have filed
with the SEC at the SEC's public reference room located at 100 F Street, N.E.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings also are available to
the public on the SEC's website at http://www.sec.gov, which contains reports,
proxies and information statements and other information regarding issuers that
file electronically. In addition, our SEC filings are available on our website
at http://www.seacorholdings.com.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
SEACOR Holdings Inc.
INVESTOR RELATIONS
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, FL 33316
(954) 523-2200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus supplement relates to a registration statement on Form
S-3ASR that we filed with the SEC to register, among other securities, the
securities that may be sold in this offering. This prospectus supplement and the
accompanying prospectus do not include all of the information contained in the
registration statement because certain parts of the registration statement are
omitted as provided by the rules and regulations of the SEC. For further
information about us and the securities offered in this prospectus supplement,
you should review the registration statement and the information incorporated by
reference therein. You can inspect or copy the registration statement at the
SEC's public reference rooms at the address listed above.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring to those documents. We hereby "incorporate by reference" the documents
listed below, which means that we are disclosing important information to you by
referring you to those documents. The information that we file later with the
SEC will automatically update and in some cases supersede this information.
Specifically, we incorporate by reference the following documents or information
filed with the SEC (other than, in each case, documents or information deemed to
have been furnished and not filed in accordance with SEC rules):
o Our Annual Report on Form 10-K for the year ended December 31,
2006;
o Our Proxy Statement for our 2006 annual meeting filed on April
17, 2006; and
o Our Current Report on Form 8-K filed on March 13, 2007.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, also shall be deemed
to be incorporated by reference in this prospectus supplement, unless otherwise
provided in the relevant document. These additional documents include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
Upon your oral or written request, we will provide you with a copy of
any of these filings at no cost. You may request a copy of these filings at no
cost by writing or telephoning us at the following address:
SEACOR Holdings Inc.
INVESTOR RELATIONS
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, FL 33316
(954) 523-2200.
S-6
PROSPECTUS
[LOGO]
SEACOR HOLDINGS INC.
COMMON STOCK
We may from time to time offer to sell our common stock. We may offer and
sell our common stock to or through one or more underwriters, dealers and
agents, or directly to purchasers, on a continuous or delayed basis. Our common
stock also may be resold by stockholders. We will provide specific terms of any
common stock to be offered in supplements to this prospectus. The prospectus
supplements may also add, update or change information contained in this
prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.
Our common stock is listed on the New York Stock Exchange under the ticker
symbol "CKH." On March 12, 2007, the last reported sale price for our common
stock was $96.20 per share.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
Our principal executive offices are located at 2200 Eller Drive, P.O. Box
13038, Fort Lauderdale, Florida 33316. Our telephone number is (954)-523-2200.
INVESTING IN THE SHARES INVOLVES RISKS. SEE "ITEM 1A - RISK FACTORS"
BEGINNING ON PAGE 23 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2006, WHICH IS INCORPORATED BY REFERENCE HEREIN.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this prospectus is March 13, 2007
TABLE OF CONTENTS
About this Prospectus 2
Forward-Looking Statements 2
Use of Proceeds 5
Description of Common Stock 5
Selling Stockholders 7
Where You Can Find More Information 7
Incorporation of Certain Documents by Reference 7
Legal Matters 8
Experts 8
i
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on
Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
as a "well-known seasoned issuer" as defined in Rule 405 under the Securities
Act of 1933. By using a shelf registration statement, we or the selling
stockholders may sell, at any time and from time to time, in one or more
offerings, any combination of the securities described in this prospectus. As
allowed by the SEC rules, this prospectus does not contain all of the
information included in the registration statement. For further information, we
refer you to the registration statement, including its exhibits. Statements
contained in this prospectus about the provisions or contents of any agreement
or other document are not necessarily complete. If the SEC's rules and
regulations require that an agreement or document be filed as an exhibit to the
registration statement, please see that agreement or document for a complete
description of these matters.
You should read this prospectus and any prospectus supplement together
with any additional information you may need to make your investment decision.
You should also read and carefully consider the information in the documents we
have referred you to in "Where You Can Find More Information" below. Information
incorporated by reference after the date of this prospectus is considered a part
of this prospectus and may add, update or change information contained in this
prospectus. Any information in such subsequent filings that is inconsistent with
this prospectus will supersede the information in this prospectus or any earlier
prospectus supplement. You should rely only on the information incorporated by
reference or provided in this prospectus and any supplement. We have not
authorized anyone else to provide you with other information.
References in this prospectus supplement to "SEACOR," "we," "us," and
"our" refer to SEACOR Holdings Inc. and its subsidiaries, unless the context
otherwise requires.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this prospectus and in documents
incorporated by reference in this prospectus are "forward-looking" statements as
defined under the Private Securities Litigation Reform Act of 1995. Generally,
the words "expect," "believe," "intend," "estimate," "anticipate," "project,"
"will" and similar expressions identify forward-looking statements, which
generally are not historical in nature. All statements which address future
operating performance, events or developments that we expect or anticipate will
occur in the future, and statements expressing general optimism about future
operating results, are forward-looking statements. Forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from our historical experience and our present
expectations. As and when made, management believes that these forward-looking
statements are reasonable. However, caution should be taken not to place undue
reliance on any such forward-looking statements since such statements speak only
as of the date when made and there can be no assurance that such forward-looking
statements will occur. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Factors exist that could cause our actual results to differ materially
from the expected results described in or underlying our company's
forward-looking statements. Some of such factors are described under "Risk
Factors" in our annual report on Form 10-K and in similar sections of documents
incorporated into this prospectus by reference. Such factors include:
2
o Demand for many of our services substantially depends on the level of
activity in the offshore oil and natural gas exploration, development and
production industry.
o Our international operations, which involve additional risks such as
(i) restrictive actions by foreign governments, (ii) foreign taxation
and changes in foreign tax laws, (iii) limitations on the repatriation
of earnings, (iv) changes in currency exchange rates, (v) local
cabotage and local ownership laws and requirements, (vi)
nationalization and expropriation, (vii) loss of contract rights, and
(viii) political instability, war and civil disturbances or other risks
that may limit or disrupt markets.
o Unstable political, military and economic conditions in foreign countries
where a significant proportion of our Offshore Marine Services' operations
are conducted could adversely impact our business.
o Our Offshore Marine Services, Marine Transportation Services and Aviation
Services businesses rely on several customers for a significant share of
their revenues, the loss of which could adversely affect their businesses
and operating results.
o Risk associated with consolidation of our customer base.
o We maybe unable to maintain or replace our vessels as they age.
o An increase in the supply of offshore support vessels or tankers would
likely have an adverse impact on the charter rates earned by our offshore
support vessels and tankers.
o If we do not restrict the amount of foreign ownership of our common stock,
we could be prohibited from operating our offshore support vessels, inland
river vessels and barges and tankers in parts of the U.S. and could be
prohibited from operating our helicopters, which would adversely impact
our business and operating results.
o Our Marine Transportation Services business could lose the protection
afforded by the Merchant Marine Act of 1920, as amended, which would
result in additional competition.
o Our failure to maintain an acceptable safety record may have an adverse
impact on our ability to retain customers.
o The Outer Continental Shelf Lands Act, as amended, provides the federal
government with broad discretion in regulating the leasing of offshore
resources for the production of oil and gas.
o Operational risks could disrupt our Offshore Marine Services, Marine
Transportation Services, Harbor and Offshore Towing Services and Aviation
Services businesses and expose us to liability.
o Our Aviation Services business may be subject to adverse weather
conditions and seasonality.
o A decline in demand for domestic refined petroleum products, crude oil or
chemical products, or a change in existing methods of delivery.
o Construction of additional refined petroleum product, natural gas or crude
oil pipelines could have a material adverse effect on our tanker and
towing revenues.
o We may have to phase out some of our single-hull tankers from petroleum
product transportation service in U.S. waters.
o We are subject to complex laws and regulations, including environmental
laws and regulations that can adversely affect the cost, manner or
feasibility of doing business.
o Spill response revenue is subject to significant volatility.
o A relaxation of oil spill regulation or enforcement could reduce the
demand for our Environmental Services business.
o A change in, or revocation of our National Response Corporation's
classification as an Oil Spill Removal Organization would result in a loss
of business.
o Our Environmental Services business could incur liability in connection
with providing spill response services.
3
o Our Inland River Services business could be adversely affected by (i) the
decline in U.S. grain exports, (ii) international economic and political
factors, (iii) seasonal activity, (iv) adverse weather and river
conditions, (v) fuel price fluctuations, and (vi) variation in freight
rates.
o Our insurance coverage may be inadequate to protect us from the
liabilities that could arise in our businesses.
o Our inability to attract and retain qualified personnel could have an
adverse effect on our business.
Accordingly, there can be no assurance that the forward-looking statements
contained herein will occur or that objectives will be achieved. All written and
verbal forward-looking statements attributable to SEACOR Holdings Inc. or
persons acting on our behalf are expressly qualified in their entirety by such
factors.
4
USE OF PROCEEDS
Unless otherwise stated in the prospectus supplement accompanying this
prospectus, we will use the net proceeds from the sale of any common stock that
may be offered hereby for general corporate purposes. Such general corporate
purposes may include, but are not limited to, the funding of our operations,
reducing or refinancing our indebtedness or the indebtedness of our
subsidiaries, financing possible acquisitions and redeeming outstanding
securities. Unless otherwise set forth in a prospectus supplement, we will not
receive any proceeds in the event that common stock is sold by a selling
stockholder. The prospectus supplement relating to an offering will contain a
more detailed description of the use of proceeds of any specific offering of
common stock.
DESCRIPTION OF COMMON STOCK
Our authorized capital stock is 60,000,000 shares of common stock, $0.01
par value, and 10,000,000 shares of preferred stock, $0.01 par value. As of
February 22, 2007, 24,531,005 shares of common stock and no shares of preferred
stock were outstanding. In addition to the summary of our capital stock that
follows, we encourage you to review our restated certificate of incorporation,
as amended, and second amended and restated bylaws, each of which we have filed
with the SEC.
Our certificate of incorporation restricts the amount of our equity
securities that may be beneficially owned by foreign persons.
Holders of our common stock are entitled to one vote for each share held
on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a plurality of the shares of common stock
entitled to vote in any election of directors may elect directors. Holders of
common stock are entitled to receive proportionately any dividends as may be
declared by our board of directors, subject to any preferential dividend rights
of outstanding preferred stock. Upon our liquidation, dissolution or winding up,
the holders of common stock are entitled to receive proportionately our net
assets available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. Holders of
common stock have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which we may designate and issue in the future. The
transfer agent and registrar for our common stock is American Stock Transfer &
Trust Company.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
AND BYLAWS.
Certain provisions of our certificate of incorporation and bylaws, which
we summarize in the following paragraphs, may be deemed to have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that a
stockholder might consider in its best interest, including those attempts that
might result in a premium over the market price for the shares held by
stockholders.
Our certificate of incorporation requires the affirmative vote of the
holders of not less than 66 2/3% of the voting power of our outstanding shares
to approve any merger, consolidation or similar business combination transaction
in which we are not the surviving corporation or in which our shares are
exchanged for or changed into other securities, cash or other property, or any
combination thereof.
Our certificate of incorporation provides that stockholders may take
action by written consent, but only if the holders of at least 66 2/3% of the
voting power of our outstanding shares so consent. Special meetings of
stockholders may be called only by the chairman of the board of directors, the
president or a majority of the board of directors.
Our bylaws provide that stockholders seeking to bring business before an
annual meeting of stockholders, or to nominate candidates for election as
directors at an annual meeting of stockholders or at a special meeting of
stockholders, must provide timely notice of their proposals to the secretary in
writing. To be timely as to bringing business before an annual meeting of
stockholders, a stockholder's notice must be delivered to or mailed and received
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at our principal executive offices not less than 90 calendar days prior to the
anniversary of the previous year's annual meeting of stockholders (or, if there
was no prior annual meeting, not less than 90 calendar days before the second
Tuesday in May of the current year). If the date of the annual meeting of
stockholders has been changed to be more than 20 days earlier than or 60 days
after such anniversary, for notice by the stockholder to be timely, we must
receive such notice not later than the later of:
* 90 days prior to such annual meeting of stockholders, or
* the seventh day following the date on which notice of the date of
the meeting is given to stockholders or made public, whichever
occurs first.
To be timely as to nominating candidates for election as directors, a
stockholder's notice must be delivered or mailed and received by our secretary
not less than, with respect to an election at an annual meeting, 90 calendar
days prior to the anniversary of the previous year's annual meeting, or, if
there was no prior annual meeting not less than 90 calendar days prior to the
third Tuesday in October of the current year. With respect to an election at a
special meeting of stockholders, our secretary must receive the stockholder's
notice not less than the close of business on the fifth calendar day following
the date on which notice of the meeting is given to stockholders. Our bylaws
also specify certain requirements as to the form and content of a stockholder's
notice both as to bringing business before an annual meeting of stockholders and
as to nominating candidates for election as directors. These provisions could
have the effect of delaying stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at an annual
meeting of stockholders.
Our certificate of incorporation and our bylaws require the affirmative
vote of the holders of not less than 66 2/3% of the voting power of our
outstanding shares to amend or adopt provisions inconsistent with several of the
provisions described that may have an anti-takeover effect.
The authorized but unissued shares of common stock and preferred stock are
available for future issuance without stockholder approval. We may use these
additional shares for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of authorized but unissued shares of common stock
and preferred stock could render more difficult or discourage an attempt to
obtain control of our company by means of a proxy contest, tender offer, merger
or otherwise.
The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or bylaws, unless
a corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS.
As permitted by applicable Delaware law, our restated certificate of
incorporation includes a provision to eliminate the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to limited exceptions. In addition, our bylaws
provide that we are required to indemnify our officers and directors under a
variety of circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we are required to advance expenses to our
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified. We have also obtained insurance in amounts
commensurate with similar public companies covering our directors and officers
from claims made in connection with their serving as our directors and officers.
We believe that these indemnification provisions are necessary to attract and
retain qualified persons as directors and officers.
At present, we are not aware of any pending or threatened litigation or
proceeding involving a director, officer, employee or agent of ours in which
indemnification would be required or permitted.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be granted to directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the
opinion of the SEC this indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
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SELLING STOCKHOLDERS
Information about selling stockholders, where applicable, will be set
forth in a prospectus supplement, in a post-effective amendment, or in filings
we make with the SEC under the Securiies Exchange Act of 1934, as amended, which
we refer to as the Exchange Act, that are incorporated by reference.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Exchange Act, under which we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy materials
that we have filed with the SEC at the SEC's public reference room located at
100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings also are
available to the public on the SEC's website at http://www.sec.gov, which
contains reports, proxies and information statements and other information
regarding issuers that file electronically. In addition, our SEC filings are
available on our website at http://www.seacorholdings.com.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
SEACOR Holdings Inc.
INVESTOR RELATIONS
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, Florida, 33316
(954) 523-2200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring to those documents. We hereby "incorporate by reference" the documents
listed below, which means that we are disclosing important information to you by
referring you to those documents. The information that we file later with the
SEC will automatically update and in some cases supersede this information.
Specifically, we incorporate by reference the following documents or information
filed with the SEC (other than, in each case, documents or information deemed to
have been furnished and not filed in accordance with SEC rules):
o Our Annual Report on Form 10-K for the year ended December 31, 2006;
and
o The description of our common stock contained in our registration
statement on Form 8-A filed on October 8, 1996 and any amendment or
report filed for the purpose of updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, also shall be deemed to be
incorporated by reference in this prospectus, unless otherwise provided in the
relevant document. These additional documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.
Upon your oral or written request, we will provide you with a copy of any
of these filings at no cost. You may request a copy of these filings at no cost
by writing or telephoning us at the following address:
SEACOR Holdings Inc.
INVESTOR RELATIONS
2200 Eller Drive, P.O. Box 13038
Fort Lauderdale, Florida, 33316
(954) 523-2200.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us
by Weil, Gotshal & Manges LLP, New York, New York.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has
audited our consolidated financial statements and schedule included in our
Annual Report on Form 10-K for the year ended December 31, 2006, and
management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2006, as set forth in their reports,
which are incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedule and management's
assessment are incorporated by reference in reliance on Ernst & Young LLP's
reports, given on their authority as experts in accounting and auditing.
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