As filed with the Securities and Exchange Commission on February 3, 2006.
Registration No. 333-121207
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
BRISTOW GROUP INC.
(Exact name of registrant as specified in its charter)
|
|
|
DELAWARE
(State of other jurisdiction of
Incorporation or Organization)
|
|
72-0679819
(I.R.S. Employer Identification No.)
|
2000 W. SAM HOUSTON PARKWAY SOUTH
SUITE 1700
HOUSTON, TEXAS 77042
(Address, including zip code, of registrants principal executive offices)
OFFSHORE LOGISTICS, INC.
2004 STOCK INCENTIVE PLAN
(Full title of the plan)
William E. Chiles
President and Chief Executive Officer
Bristow Group Inc.
2000 W. Sam Houston Parkway South
Suite 1700
Houston, Texas 77042
(713) 267-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
Paul M. Haygood
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170
(504) 586-5252
EXPLANATORY NOTE
On December 13, 2004, Offshore Logistics, Inc. registered 1,000,000 shares of its Common
Stock, $.01 par value, on a Form S-8 Registration Statement with the Securities and Exchange
Commission, Registration Number 333-121207 (the Registration Statement), pursuant to the Offshore
Logistics, Inc. 2004 Stock Incentive Plan. On February 1, 2006, Offshore Logistics, Inc. changed
its name to Bristow Group Inc. (the Registrant). This Post-Effective Amendment No. 1 to the
Registration Statement is filed solely to add Exhibit 10.3, which was not previously filed with the
Registration Statement. All items have been omitted herefrom other than the facing page, the
addition to Item 8, the signature page and the addition to the exhibit index.
Item 8. Exhibits.
The following exhibit is filed as part of this registration statement:
|
|
|
Exhibit No. |
|
Description of Exhibit |
10.3
|
|
Form of Restricted Stock Agreement, (filed as Exhibit 10.3 to the Form 8-K/A, filed on February 3, 2006) and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certified 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 Houston, Texas on February 3, 2006.
|
|
|
|
|
|
BRISTOW GROUP INC.
|
|
|
By: |
/s/ William E. Chiles
|
|
|
|
William E. Chiles |
|
|
|
President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William E. Chiles
William E. Chiles |
|
President, Chief Executive Officer
(Principal Executive Officer),
Chief Financial Officer
(Principal Financial Officer) and
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ Elizabeth D. Brumley
Elizabeth D. Brumley |
|
Controller and Chief Accounting
Officer (Principal Accounting
Officer)
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Kenneth M. Jones |
|
Chairman of the Board
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Stephen J. Cannon |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Jonathan H. Cartwright |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Thomas C. Knudson |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Pierre H. Jungels |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Ken C. Tamblyn |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
/s/ *
Robert W. Waldrup |
|
Director
|
|
February 3, 2006 |
|
|
|
|
|
|
|
|
*By: |
/s/ William E. Chiles
|
|
|
|
William E. Chiles |
|
Attorney-In-Fact |
|