Edgar Filing: GULFMARK OFFSHORE INC

glf20140619_s8.htm

As filed with the Securities and Exchange Commission on June 19, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GULFMARK OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

76-0526032

(I.R.S. Employer Identification No.)

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

(Address of principal executive offices)

GULFMARK OFFSHORE, INC.

2014 OMNIBUS EQUITY INCENTIVE PLAN

(Full title of the plan)

Richard M. Safier

Senior Vice President – General Counsel

GulfMark Offshore, Inc.

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

(713) 963-9522

(Name, address and telephone number of agent for service)

Copies to:

W. Garney Griggs, Esq.
Strasburger & Price, LLP

909 Fannin Street, Ste 2300

Houston, Texas 77010

(713) 951-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer [X] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if smaller reporting company) Smaller reporting company [ ]

CALCULATION OF REGISTRATION FEE

Title of securities to be

registered

Amount to be

registered (1)

Proposed maximum

offering price per

share (2)

Proposed maximum

aggregate offering

price (2)

Amount of

registration fee

Class A Common Stock, $.01

par value

1,000,000

$46.04

$46,040,000

$5,929.95

(1)

Represents the maximum aggregate number of shares of common stock that can be awarded to or purchased by employees under the plan described herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Estimated solely for purposes of computing the amount of the registration fee in accordance with Rule 457(h) under the Securities Act based on the average of the high and low prices for our common stock on the New York Stock Exchange on June 16, 2014.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing such information will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Unless otherwise indicated, references to “we,” “us,” “our,” “GulfMark” and the “Company” refer to the registrant GulfMark Offshore, Inc., a Delaware corporation.

Item 3. Incorporation of Documents by Reference.

We incorporate herein by reference the following documents filed by us with the Securities and Exchange Commission (the “SEC”) (excluding such documents or portions thereof that are not deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and applicable SEC rules and regulations):

(a)

Description of our Class A Common Stock, par value $0.01 per share, contained in Exhibit 4.1 to our Current Report on Form 8-K filed on February 24, 2010;

(b)

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 25, 2014;

(c)

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on April 22, 2014;

(d)

Our Current Reports on Form 8-K filed on June 5, 2014 and June 19, 2014; and

(e)

All documents subsequently filed by us with the SEC 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 that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold.

The information incorporated by reference is considered to be part of this registration statement and information that we file later with the SEC will automatically update and supersede this information, as applicable. Any statement contained herein or in a document, all or a portion of which is

incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

General

Our certificate of incorporation and bylaws as well as certain indemnification agreements generally provide that we will indemnify our directors and officers to the full extent permitted by applicable law.

Indemnification and Insurance

Our certificate of incorporation also contains provisions eliminating the personal liability of our directors to us and our stockholders for monetary damages for breaches of their fiduciary duties as directors to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware or any other applicable law as it exists on the date of our certificate of incorporation or as it may be amended. The General Corporation Law of the State of Delaware prohibits such elimination of personal liability of a director for:

• any breach of the director’s duty of loyalty to us or our stockholders;

• acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law;

• the payment of dividends, stock repurchases or redemptions that are unlawful under Delaware law; and

• any transaction in which the director receives an improper personal benefit.

These provisions only apply to breaches of duty by directors as directors and not in any other corporate capacity, such as officers. In addition, these provisions limit liability only for breaches of fiduciary duties under the General Corporation Law of the State of Delaware and not for violations of other laws such as the U.S. Federal securities laws and U.S. Federal and state environmental laws.

In addition, our certificate of incorporation and bylaws provide that we will be obligated to indemnify and advance expenses to, and hold harmless, each of our directors and officers (each, an “indemnitee”), to the fullest extent permitted by applicable law, who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is the legal representative, is or was one of our directors or officers or, while one of our directors or officers, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee.

Pursuant to the indemnification agreements, we will be obligated to indemnify the applicable director or officer indemnitee to the fullest extent permitted by applicable law in the event that such indemnitee, by reason of such indemnitee’s relationship with us, was, is or is threatened to be made a party to or participant in any threatened, pending or completed action or proceeding, other than an action or proceeding by or in our right against all expenses, judgments, penalties, fines (including any excise taxes assessed on the indemnitee with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action or proceeding, provided that such indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, provided that he also had no reasonable cause to believe his or her conduct was unlawful. We will also be obligated to indemnify such indemnitee to the fullest extent permitted by applicable law in the event that such indemnitee, by reason of such indemnitee’s relationship with us, was, is or is threatened to be made a party to or participant in any threatened, pending or completed action or proceeding brought by or in our right to procure a judgment in our favor, against all expenses actually and reasonably incurred by such indemnitee in connection with such action or proceeding, provided that such indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests. The indemnification agreements also provide for the advancement of all reasonable expenses incurred by such indemnitee in connection with any action or proceeding covered by the indemnification agreement. The indemnitee will be required to repay any amounts so advanced if, and to the extent that, it is ultimately determined that he is not entitled to be indemnified by us against such expenses. The indemnitee will further be required to return any such advance to us which remains unspent at the conclusion of the action or proceeding to which the advance related.

In addition, the indemnification agreements provide that we will use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which we are obligated to indemnify an indemnitee under his or her indemnification agreement, one or more insurance policies providing our directors and officers coverage for losses from wrongful acts and omissions and to ensure our performance of our indemnification obligations under each indemnification agreement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit

No. Description

4.1	Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 24, 2010).

4.2	Bylaws, as amended (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on February 24, 2010).

4.3	Form of U.S. Citizen Stock Certificates for GulfMark Offshore, Inc. Class A Common Stock, $0.01 par value (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on February 24, 2010).

4.4	Form of Non-U.S. Citizen Stock Certificates for GulfMark Offshore, Inc. Class A Common Stock, $0.01 par value (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on February 24, 2010).

4.5	Indenture, dated as of March 12, 2012, between GulfMark Offshore, Inc., as Issuer, and U.S. Bank National Association, as trustee, including a form of the Company’s 6.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 12, 2012).

4.6

$300 Million GulfMark Offshore, Inc. 6.375% Senior Notes due 2022 Registration Rights Agreement dated as of March 12, 2012, by and among GulfMark Offshore, Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and RBS Securities Inc. (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on March 12, 2012).

4.7

$200 Million GulfMark Offshore, Inc. 6.375% Senior Notes due 2022 Registration Rights Agreement dated as of December 5, 2012, by and among GulfMark Offshore, Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and RBS Securities Inc. (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on December 6, 2012).

4.8	GulfMark Offshore, Inc. 2014 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit A of our Proxy Statement on Form DEF 14A filed on April 25, 2014).

*5.1	Opinion of Strasburger & Price, L.L.P.

*23.1

Consent of KPMG LLP.

*23.2

Consent of Strasburger & Price, L.L.P. (contained in opinion filed as Exhibit 5.1).

*24.1

Power of Attorney (included on the signature page of this registration statement).

______________

*Filed herewith

Item 9. Undertakings.

(a) GulfMark 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 of 1933;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by GulfMark pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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; and

(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) GulfMark hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its 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 our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, GulfMark 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 GulfMark of expenses incurred or paid by a director, officer or controlling person of GulfMark 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, GulfMark 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, GulfMark Offshore, Inc. 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 Houston, State of Texas, on June 19, 2014.

	GULFMARK OFFSHORE, INC.


	By:	/s/ James M. Mitchell
		James M. Mitchell
		Executive Vice President and Chief
		Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Quintin V. Kneen and James M. Mitchell his true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, on any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Quintin V. Kneen	Chief Executive Officer, President and Director	June 19, 2014
Quintin V. Kneen	(Principal Executive Officer)

/s/ James M. Mitchell	Executive Vice President and Chief Financial	June 19, 2014
James M. Mitchell	Officer (Principal Financial Officer)

/s/ Samuel R. Rubio	Senior Vice President, Controller and Chief	June 19, 2014
Samuel R. Rubio	Accounting Officer (Principal Accounting Officer)

/s/ Peter I. Bijur	Director	June 19, 2014
Peter I. Bijur

/s/ David J. Butters	Director	June 19, 2014
David J. Butters

/s/ Brian R. Ford	Director	June 19, 2014
Brian R. Ford

/s/ Sheldon S. Gordon	Director	June 19, 2014
Sheldon S. Gordon

/s/ Steven W. Kohlhagen	Director	June 19, 2014
Steven W. Kohlhagen

/s/ Rex C. Ross	Director	June 19, 2014
Rex C. Ross

/s/ Charles K. Valutas	Director	June 19, 2014
Charles K. Valutas

INDEX OF EXHIBITS

Exhibit

No. Description

4.1	Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 24, 2010).

4.2	Bylaws, as amended (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on February 24, 2010).

4.3	Form of U.S. Citizen Stock Certificates for GulfMark Offshore, Inc. Class A Common Stock, $0.01 par value (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on February 24, 2010).

4.4	Form of Non-U.S. Citizen Stock Certificates for GulfMark Offshore, Inc. Class A Common Stock, $0.01 par value (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on February 24, 2010).

4.5	Indenture, dated as of March 12, 2012, between GulfMark Offshore, Inc., as Issuer, and U.S. Bank National Association, as trustee, including a form of the Company’s 6.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 12, 2012).

4.6

4.7

4.8	GulfMark Offshore, Inc. 2014 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit A of our Proxy Statement on Form DEF 14A filed on April 25, 2014).

*5.1	Opinion of Strasburger & Price, L.L.P.

*23.1

Consent of KPMG LLP.

*23.2

Consent of Strasburger & Price, L.L.P. (contained in opinion filed as Exhibit 5.1).

*24.1

Power of Attorney (included on the signature page of this registration statement).

______________

*Filed herewith