Delaware (State or other jurisdiction of incorporation or organization) | 72-0679819 (I.R.S. Employer Identification Number) | ||
2103 City West Blvd., 4th Floor Houston, Texas 77042 (713) 267‑7600 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | |||
Bristow Group Inc. 2007 Long Term Incentive Plan (Full titles of the plan) | |||
Edward Chipman Earle Senior Vice President, Chief Legal Officer and Corporate Secretary Bristow Group Inc. 2103 City West Blvd., 4th Floor Houston, Texas 77042 (713) 267‑7600 (Address, including zip code, and telephone number, including area code, of agent for service) | |||
With a copy to: | |||
John D. Geddes Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price | Amount of registration fee |
Common stock, par value $0.01 per share | 5,246,729 (3) | $11.13 | $53,396,093.8 | $5,880.49 |
(1) | In addition, pursuant to Rule 416(c) under the Securities Act of the 1933, as amended (the “Securities Act”), this Registration Statement also covers an additional indeterminate number of shares of common stock, par value $.01 per share (“Common Stock”), of Bristow Group Inc. (the “Company”) which may be necessary to adjust the number of additional shares of Common Stock reserved for issuance pursuant to the 2007 Long Term Incentive Plan (the “Plan”) and being registered herein, as a result of stock split, stock dividend, reclassification, recapitalization, or similar adjustment(s) relating to the Common Stock. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices of the Common Stock on July 28, 2016, as quoted on the New York Stock Exchange. |
(3) | Includes 5,246,729 shares of Common Stock authorized for issuance pursuant to the Plan approved by the stockholders of the Company in August 2016. |
Bristow Group Inc. | ||
By: | /s/ L. Don Miller | |
L. Don Miller | ||
Senior Vice President and Chief Financial Officer |
Signature | Title |
/s/ Jonathan E. Baliff | President, Chief Executive Officer and Director |
Jonathan E. Baliff | (Principal Executive Officer) |
/s/ L. Don Miller | Senior Vice President and Chief Financial Officer |
L. Don Miller | (Principal Financial Officer) |
/s/ Brian J. Allman | Vice President and Chief Accounting Officer |
Brian J. Allman | (Principal Accounting Officer) |
/s/ Thomas N. Amonett | Director |
Thomas N. Amonett | |
/s/ Lori A. Gobillot | Director |
Lori A. Gobillot | |
/s/ Ian A. Godden | Director |
Ian A. Godden | |
/s/ David C. Gompert | Director |
David C. Gompert | |
/s/ A. William Higgins | Director |
A. William Higgins | |
/s/ Stephen A. King | Director |
Stephen A. King | |
/s/ Thomas C. Knudson | Chairman of the Board and Director |
Thomas C. Knudson | |
/s/ Mathew Masters | Director |
Mathew Masters | |
/s/ Biggs C. Porter | Director |
Biggs C. Porter | |
/s/ Bruce H. Stover | Director |
Bruce H. Stover | |
Number | Exhibit |
4.1* - | Restated Certificate of Incorporation dated August 2, 2007 (incorporated by reference to Exhibit 3.1 to Bristow Group Inc.’s Form 10-Q filed on August 2, 2007). |
4.2* - | Amended and Restated Bylaws of Bristow Group Inc., effective March 6, 2014 (incorporated by reference to Exhibit 3.1 to Bristow Group Inc.’s Current Report on Form 8‑K filed on March 10, 2014). |
4.3* - | Bristow Group Inc. 2007 Long Term Incentive Plan, as amended and restated effective August 3, 2016 (incorporated by reference to Appendix A to Bristow Group Inc.’s definitive proxy statement on Schedule 14A filed on June 21, 2016, as supplemented on June 28, 2016). |
5.1 - | Opinion of Baker Botts L.L.P. |
23.1 - | Consent of KPMG LLP. |
23.2 - | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). |
24.1 - | Powers of Attorney (included on the signature page herein). |