As filed with the Securities and Exchange Commission on November 21, 2001.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
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
incorporation or organization) Indemnification Number)
2001 S.E. Evangeline Thruway
Lafayette, Louisiana 70508
(Address, including zip code, of
Registrant's principal executive offices)
Petroleum Helicopters, Inc. Directors Stock and Deferred Compensation Plan
(Full title of the Plan)
Lance F. Bospflug
President & Chief Executive Officer
Petroleum Helicopters, Inc.
2001 S.E. 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
(504) 586-5253
CALCULATION OF REGISTRATION FEE
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TITLE AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED REGISTERED(1) SHARE PRICE (2)
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Non-Voting Common Stock 6,000 Shares $16.75 $100,500 -
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Non-Voting Common Stock 10,000 Shares $ 9.8125 $ 98,125 -
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Non-Voting Common Stock 4,165 Shares $ 8.375 $ 34,883 -
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Total of Non-Voting Common Stock 20,165 Shares $233,508 $58.38
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(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of the Registration Statement involving
the Non-Voting Common Stock of the Company, the number of shares
thereof registered shall be automatically increased to cover the
additional shares thereof in accordance with rule 416(a) under the
Securities Act of 1933.
(2) Computed in accordance with rule 457, calculated based upon the price
at which currently outstanding options are exercisable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Petroleum
Helicopters, Inc. (the "Company" or "PHI") with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on form 10-K for the fiscal year ended
December 31, 2000 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act").
(b) The Company's Quarterly Report on form 10Q for the nine months ended
September 30, 2001, filed pursuant to Section 13 of the 1934 Act.
(c) The Company's Report on Form 8K filed on September 20, 2001 pursuant to
Section 13 of the 1934 Act.
(d) The description of the Voting Common Stock and the Non-Voting Common
Stock of the Company included in Item 1 of the amendment on Form
8-A/A01 dated November 28, 1995, to the Company's Registration
Statement on Form 8-A, which amendment was filed with the Commission on
December 1, 1995.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Louisiana Business Corporation Law (the "LBCL"), Section 83, gives
Louisiana corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers; subject to specific
conditions and exclusions, gives a director or officer who successfully defends
an action the right to be so indemnified; and authorizes Louisiana corporations
to buy directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-laws, agreement, authorization of shareholders or otherwise.
PHI's Articles of Incorporation confirm the authority of the Board of
Directors to (i) adopt by-laws or resolutions providing for indemnification of
directors, officers and other persons to the fullest extent permitted by law,
(ii) enter into contracts with directors and officers providing for
indemnification to the fullest extent permitted by law, and (iii) exercise its
powers to procure directors' and officers' liability insurance. The Articles of
Incorporation also provide that any amendment or repeal of any by-law or
resolution relating to indemnification would not adversely affect any person's
entitlement to indemnification whose claim results from conduct occurring prior
to the date of such amendment or repeal.
PHI's by-laws expressly provide the indemnification of directors,
officers and employees to the fullest extent permitted by law against any costs
incurred by any such person in connection with any threatened, pending or
completed claim, action, suit or proceeding against such person or as to which
such person is involved solely as a witness or person required to give evidence,
because he or she is a director, officer or employee of PHI.
PHI has entered into indemnification contracts with its directors that
provide for the elimination, to the fullest extent permitted by law, of any
director's liability to PHI or its shareholders for monetary damages for breach
of his or her fiduciary duty as a director and will provide the contracting
director with certain procedural and substantive rights to
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indemnification. Such indemnification rights apply to acts or omissions of
directors, whether such acts or omissions occurred before or after the effective
date of the contract.
In addition, PHI maintains an insurance policy designed to reimburse
PHI for any payments made by it pursuant to its indemnification obligations.
Such policy has coverage of $20 million.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
5. Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix,
L.L.P.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of KPMG, LLP
23.3 Consent of Correro Fishman Haygood Phelps Walmsley & Casteix,
L.L.P. (included in Exhibit 5).
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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
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(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 of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 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 of whether such
indemnification by it is against public policy as expressed in the 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
the requirements for filing on Form S-8 and has fully caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Parish of Lafayette, State of Louisiana, on November 19,
2001.
PETROLEUM HELICOPTERS, INC.
BY: /s/ Lance F. Bospflug
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Lance F. Bospflug
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that such person whose signature
appears immediately below constitutes and appoints Lance F. Bospflug, Robert D.
Cummiskey, Jr. and Michael J. McCann or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully 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.
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Signature Title Date
--------- ----- ----
/s/ Lance F. Bospflug President and Chief Executive Officer & November 19, 2001
----------------------------- Director (Principal Executive Officer)
Lance F. Bospflug
/s/ Michael J. McCann Chief Financial Officer (Principal November 19, 2001
----------------------------- Financial Officer and Accounting Officer)
Michael J. McCann
/s/ Al A. Gonsoulin Director November 19, 2001
-----------------------------
Al A. Gonsoulin
/s/ Thomas H. Murphy Director November 19, 2001
-----------------------------
Thomas H. Murphy
/s/ Arthur J. Breault, Jr. Director November 19, 2001
-----------------------------
Arthur J. Breault, Jr.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
5. Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of KPMG, LLP
23.3 Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
(included in Exhibit 5).