Delaware
(State
or other jurisdiction of
incorporation
or organization)
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76-0526032
(I.
R. S. Employer
Identification
No.)
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Title
of securities to be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per share
(2)
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Proposed
maximum aggregate offering price
(2)
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Amount
of registration
fee (3)
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Common
Stock, $.01 par value
|
1,300,000
shares
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$51.835
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$67,385,500
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$2,068.74
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(1)
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The
maximum aggregate number of shares of common stock that can be
awarded to
or purchased by participants under the share incentive plan described
herein is 2,000,000 shares, of which 700,000 shares have previously
been
registered on Form S-8, Registration Statement No. 333-57294 as
adjusted
for a 2 for 1 stock split effected as a 100% stock dividend. We
are
registering an additional 1,300,000 shares of common stock that
can be
awarded to or purchased by participants under the share incentive
plan
described herein pursuant to shareholder approved amendments to
the plan.
Pursuant to Rule 416, 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.
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(2)
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Estimated
solely for purposes of computing the amount of the registration
fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended,
based on the average of the high and low prices for our common
stock on
the NASDAQ Global Select Market on June 26,
2007.
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(3)
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Pursuant
to Rule 429 under the Securities Act of 1933, as amended, the Prospectus
contained herein relates also to Form S-8, Registration Statement
No.
333-57294 as amended by Post-Effective Amendment No. 1. The
registration fee amount is calculated based only upon the additional
shares of common stock registered on this registration statement.
The
registration fee for shares of common stock registered on Form
S-8,
Registration Statement No. 333-57294 has already been
paid.
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(a)
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Description
of our common stock, par value $0.01 per share, contained in our
registration statement on Form 8-A, filed April 29,
1997;
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(b)
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Annual
Report on Form 10-K of the Registrant for the fiscal year ended December
31, 2006, filed March 1, 2007;
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(c)
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Quarterly
report on Form 10-Q, for the quarter ended March 31, 2007, filed
May 1,
2007;
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(d)
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Current
reports on Form 8-K, filed January 29, 2007, January 30, 2007, February
26, 2007, March 22, 2007, March 22, 2007, March 23, 2007, April 24,
2007,
April 25, 2007, April 30, 2007, May 4, 2007, May 11, 2007, May 29,
2007
and June 21, 2007 and on Form 8-K/A filed March 22, 2007;
and
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(e)
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All
documents subsequently filed by with the SEC pursuant to Sections
13(a),
13(c), 14 and 15(d) of Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then
remaining unsold.
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Exhibit
No.
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Description
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4.1
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Certificate
of Incorporation, dated December 4, 1996 (incorporated by reference
to
Exhibit 3.1 to our quarterly report on Form 10-Q for the quarter
ended
September 30, 2002).
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4.2
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Certificate
of Amendment of Certificate of Incorporation, dated March 6, 1997
(incorporated by reference to Exhibit 3.2 to our quarterly report
on Form
10-Q for the quarter ended September 30,
2002).
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4.3
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Certificate
of Amendment of Certificate of Incorporation, dated May 24, 2002
(incorporated by reference to Exhibit 3.3 to our quarterly report
on Form
10-Q for the quarter ended September 30,
2002).
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4.4
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Bylaws,
dated December 5, 1996 (incorporated by reference to Exhibit 3.3 to our
Registration Statement on Form S-4, Registration No. 333-24141 filed
on March 28, 1997).
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4.5
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Specimen
Certificate for GulfMark Offshore, Inc. Common Stock, $0.01 par value
(incorporated by reference to Exhibit 4.2 to our Registration Statement
on
Form S-1, Registration No. 333-31139 filed on July 11,
1997.
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4.6
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Indenture,
dated July 21, 2004, among GulfMark Offshore, Inc., as Issuer, and
U.S.
Bank National Association, as Trustee, including a form of the Company’s
7.75% Senior Notes due 2014 (incorporated by reference to Exhibit
4.4 to
our quarterly report on Form 10-Q for the quarter ended September
30,
2004).
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4.7
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Registration
Rights Agreement, dated July 21, 2004, among GulfMark Offshore, Inc.
and
the initial purchasers (incorporated by reference to Exhibit 4.5
to our
quarterly report on Form 10-Q for the quarter ended September 30,
2004).
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4.8.1
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GulfMark
Offshore, Inc. 1997 Incentive Equity Plan (incorporated by reference
to
Exhibit 10.16 of our annual report on Form 10-K for the year ended
December 31, 1998).
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4.8.2
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Amendment
No. 1 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.4.2 to our Registration Statement
on Form S-8, Registration No. 333-57294 filed on March 20,
2001).
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4.8.3
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Amendment
No. 2 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.8.3 to our Post-Effective
Amendment No. 1 to our Registration Statement on Form S-8, Registration
No. 333-57294 filed on May 25,
2007).
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4.8.4
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Amendment
No. 3 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.8.4 to our Post-Effective
Amendment No. 1 to our Registration Statement on Form S-8, Registration
No. 333-57294 filed on May 25,
2007).
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*5.1
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Opinion
of Strasburger & Price, L.L.P.
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*23.1
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Consent
of UHY
LLP.
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*23.2
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Consent
of Ernst & Young, LLP.
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*23.3
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Consent
of Strasburger & Price, L.L.P. (contained in opinion filed as Exhibit
5.1).
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*24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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GulfMark
Offshore, Inc.
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||
By:
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/s/
Edward A. Guthrie
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Executive
Vice President, Finance
(Principal
Financial Officer)
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Signature
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Capacity
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Date
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/s/
Bruce A. Streeter
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President,
Chief Operating Officer and Director
(Principal
Executive Officer)
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June
29, 2007
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Bruce
A. Streeter
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||
/s/
Edward A. Guthrie, Jr.
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Executive
Vice President-Finance, Chief Financial Officer, and
Secretary
(Principal
Financial Officer)
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June
29, 2007
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Edward
A. Guthrie, Jr.
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||
/s/
Carla Mashinski
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Vice
President – Accounting, Chief Accounting Officer and Assistant
Secretary
(Principal
Accounting Officer)
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June
29, 2007
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Carla
Mashinski
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||
/s/
Peter I. Bijur
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Director
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June
29, 2007
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Peter
I. Bijur
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||
/s/
David J. Butters
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Director
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June
29, 2007
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David
J. Butters
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||
/s/
Marshall A. Crowe
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Director
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June
29, 2007
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Marshall
A. Crowe
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||
/s/
Louis S. Gimbel, 3rd
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Director
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June
29, 2007
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Louis
S. Gimbel, 3rd
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||
/s/
Sheldon S. Gordon
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Director
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June
29, 2007
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Sheldon
S. Gordon
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/s/
Robert B. Millard
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Director
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June
29, 2007
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Robert
B. Millard
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/s/
Robert O’Connell
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Director
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June
29, 2007
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Robert
O’Connell
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||
/s/
Rex C. Ross
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Director
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June
29, 2007
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Rex
C. Ross
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Exhibit
No.
|
Description
|
4.1
|
Certificate
of Incorporation, dated December 4, 1996 (incorporated by reference
to
Exhibit 3.1 to our quarterly report on Form 10-Q for the quarter
ended
September 30, 2002).
|
4.2
|
Certificate
of Amendment of Certificate of Incorporation, dated March 6, 1997
(incorporated by reference to Exhibit 3.2 to our quarterly report
on Form
10-Q for the quarter ended September 30,
2002).
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4.3
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Certificate
of Amendment of Certificate of Incorporation, dated May 24, 2002
(incorporated by reference to Exhibit 3.3 to our quarterly report
on Form
10-Q for the quarter ended September 30,
2002).
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4.4
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Bylaws,
dated December 5, 1996 (incorporated by reference to Exhibit 3.3 to our
Registration Statement on Form S-4, Registration No. 333-24141 filed
on March 28, 1997).
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4.5
|
Specimen
Certificate for GulfMark Offshore, Inc. Common Stock, $0.01 par value
(incorporated by reference to Exhibit 4.2 to our Registration Statement
on
Form S-1, Registration No. 333-31139 filed on July 11,
1997.
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4.6
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Indenture,
dated July 21, 2004, among GulfMark Offshore, Inc., as Issuer, and
U.S.
Bank National Association, as Trustee, including a form of the Company’s
7.75% Senior Notes due 2014 (incorporated by reference to Exhibit
4.4 to
our quarterly report on Form 10-Q for the quarter ended September
30,
2004).
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4.7
|
Registration
Rights Agreement, dated July 21, 2004, among GulfMark Offshore, Inc.
and
the initial purchasers (incorporated by reference to Exhibit 4.5
to our
quarterly report on Form 10-Q for the quarter ended September 30,
2004).
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4.8.1
|
GulfMark
Offshore, Inc. 1997 Incentive Equity Plan (incorporated by reference
to
Exhibit 10.16 of our annual report on Form 10-K for the year ended
December 31, 1998).
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4.8.2
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Amendment
No. 1 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.4.2 to our Registration Statement
on Form S-8, Registration No. 333-57294 filed on March 20,
2001).
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4.8.3
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Amendment
No. 2 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.8.3 to our Post-Effective
Amendment No. 1 to our Registration Statement on Form S-8, Registration
No. 333-57294 filed on May 25,
2007).
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4.8.4
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Amendment
No. 3 to the GulfMark Offshore, Inc. 1997 Incentive Equity Plan
(incorporated by reference to Exhibit 4.8.4 to our Post-Effective
Amendment No. 1 to our Registration Statement on Form S-8, Registration
No. 333-57294 filed on May 25,
2007).
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*5.1
|
Opinion
of Strasburger & Price, L.L.P.
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*23.1
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Consent
of UHY
LLP.
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*23.2
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Consent
of Ernst & Young, LLP.
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*23.3
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Consent
of Strasburger & Price, L.L.P. (contained in opinion filed as Exhibit
5.1).
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*24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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