Delaware
(State
or other jurisdiction of
incorporation
or organization)
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72-0679819
(I.R.S.
Employer
Identification
No.)
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2000
W. Sam Houston Pkwy. S., Suite 1700
Houston,
Texas
(Address
of Principal Executive Offices)
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77042
(Zip
Code)
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Proposed
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Proposed
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Maximum
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Maximum
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Offering
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Aggregate
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Amount
of
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Title
of Securities
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Amount
to be
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Price
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Offering
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Registration
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to
be Registered (1)
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Registered
(2)
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Per
Share (3)
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Price
(4)
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Fee
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Common
Stock, par value $.01 per share (5)
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1,200,000
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$
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42.28
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$
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50,736,000
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$
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1,558
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____________________
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(1)
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In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this
registration statement also covers such indeterminate amount of interests
to be offered or sold pursuant to the Bristow Group Inc. 2007 Long
Term
Incentive Plan (the “Plan”), as described
herein.
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(2)
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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 Plan and being registered herein,
as
a result of stock split, stock dividend, reclassification,
recapitalization, or similar adjustment(s) relating to the Common
Stock.
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(3)
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Estimated
solely for the purposes of calculating the amount of the registration
fee
pursuant to Rule 457(c) and (h) under the Securities Act on the basis
of
the average of the high and low price of the Common Stock as reported
on
the New York Stock Exchange on August 3,
2007.
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(4)
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Estimate
based on (2) and (3) above.
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(5)
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Each
share of Common Stock includes an associated Preferred Share Purchase
Right.
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PART
I
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1
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INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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1
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PART
II
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2
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INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
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2
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Item
3.
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INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
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2
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Item
4.
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Description
of
Securities
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2
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Item
5.
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Interests
of Named Experts and
Counsel
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3
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Item
6.
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Indemnification
of Directors and
Officers
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3
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Item
7.
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Exemption
from Registration
Claimed
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3
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Item
8.
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Exhibits
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4
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Item
9.
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Undertakings
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4
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SIGNATURES
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6
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INDEX
TO
EXHIBITS
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1.
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Annual
Report on Form 10-K for the year ended March 31,
2007;
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2.
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Quarterly
Report on Form 10-Q for the quarter ended June 30,
2007;
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3.
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Current
Report on Form 8-K filed April 5,
2007;
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4.
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Current
Report on Form 8-K filed April 26,
2007:
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5.
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Current
Report on Form 8-K filed May 25,
2007:
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6.
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Current
Report on Form 8-K filed May 25,
2007;
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7.
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Current
Report on Form 8-K filed June 4,
2007;
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8.
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Current
Report on Form 8-K filed June 13,
2007;
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9.
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Current
Report on Form 8-K filed July 6,
2007:
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10.
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Current
Report on Form 8-K/A filed July 10, 2007;
and
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11.
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The
description of the Common Stock and associated Preferred Share Purchase
Rights, contained in the Company’s Registration Statement on Form 8-A
(Registration No. 001-31617), as filed with the Commission on March
7,
2003, and any amendment thereto filed for the purpose of updating
such
description.
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Incorporated
by Reference to
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Exhibits
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Registration
or File Number
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Form
or Report
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Report
Date
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Exhibit
Number
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(4)
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Instruments
defining the rights of security holders, including
indentures
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(1)Amended
and Restated Certificate of Incorporation dated August 2,
2007
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000-05232
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10-Q
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August
2007
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3.1 | |
(2)Rights
Agreement and Form of Rights Certificate
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000-05232
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8-A
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February
1996
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4
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(3)Amended
and Restated By-laws
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001-31617
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10-Q
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June
2005
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3(4)
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(4)Certificate
of Designation of Series A Junior Participating Preferred
Stock
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001-31617
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10-Q
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June
2005
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3(5)
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(5)First
Amendment to Rights Agreement
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000-05232
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8-A/A
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May
1997
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5
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(6)Second
Amendment to Rights Agreement
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000-05232
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8-A/A
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January
2003
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4.3
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(7)Third
Amendment to Rights Agreement, dated as of February 28, 2006, between
Bristow Group Inc. and Mellon Investor Services LLC
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000-05232
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8-A/A
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March
2, 2006
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4.2
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(8)Registration
Rights Agreement dated December 19, 1996, between the Company and
Caledonia Industrial and Services Limited
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000-05232
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10-Q
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December
1996
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4(3)
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(9)Registration
Rights Agreement, dated as of June 20, 2003, among the Company and
Credit
Suisse First Boston LLC, Deutsche Bank Securities Inc., Robert W.
Baird
& Co. Incorporated, Howard Weil, A Division of Legg Mason Wood Walker,
Inc., Jefferies & Company, Inc., and Johnson Rice & Company
L.L.C.
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333-107148
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S-4
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July
18, 2003
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4.2
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(5)
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Opinion
of Randall A. Stafford regarding validity of the
securities*
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(15)
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Letter
on Unaudited Interim Financial Information*
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(23)
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(1)Consent
of KPMG LLP*
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(2)Consent
of Randall A. Stafford (included in Exhibit 5)
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(24)
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Powers
of Attorney*
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any
prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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to
reflect in the prospectus any facts or events arising after the effective
date of this 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 this 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 Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
and
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(iii)
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to
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
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(2)
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That,
for the purposes of determining any liability under the Securities
Act,
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)
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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.
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BRISTOW
GROUP INC.
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/S/
Perry L. Elders
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Name: |
Perry
L. Elders
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Title: |
Executive
Vice President and
Chief
Financial Officer
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Signature
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Title
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/S/
William E.
Chiles
William
E. Chiles
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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/S/
Perry L.
Elders
Perry
L. Elders
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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/S/
Elizabeth D.
Brumley
Elizabeth
D. Brumley
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Vice
President, Chief Accounting Officer and Controller
(Principal
Accounting Officer)
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*
Thomas
N. Amonett
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Director
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*
Charles
F. Bolden, Jr.
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Director
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*
Peter
N. Buckley
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Director
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*
Stephen
J. Cannon
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Director
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*
Jonathan
H. Cartwright
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Director
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*
Michael
A. Flick
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Director
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*
Thomas
C. Knudson
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Director
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*
Ken
C. Tamblyn
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Director
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/S/
Randall A. Stafford
Randall
A. Stafford
(Attorney-in-Fact)
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Incorporated
by Reference to
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|||||
Exhibits
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Registration
or File Number
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Form
or Report
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Report
Date
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Exhibit
Number
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(4)
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Instruments
defining the rights of security holders, including
indentures
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||||
(1)Amended
and Restated Certificate of Incorporation dated August 2,
2007
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000-05232
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10-Q
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August
2007
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3.1 | |
(2)Rights
Agreement and Form of Rights Certificate
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000-05232
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8-A
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February
1996
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4
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(3)Amended
and Restated By-laws
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001-31617
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10-Q
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June
2005
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3(4)
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(4)Certificate
of Designation of Series A Junior Participating Preferred
Stock
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001-31617
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10-Q
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June
2005
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3(5)
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(5)First
Amendment to Rights Agreement
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000-05232
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8-A/A
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May
1997
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5
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(6)Second
Amendment to Rights Agreement
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000-05232
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8-A/A
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January
2003
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4.3
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(7)Third
Amendment to Rights Agreement, dated as of February 28, 2006, between
Bristow Group Inc. and Mellon Investor Services LLC
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000-05232
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8-A/A
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March
2, 2006
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4.2
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(8)Registration
Rights Agreement dated December 19, 1996, between the Company and
Caledonia Industrial and Services Limited
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000-05232
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10-Q
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December
1996
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4(3)
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(9)Registration
Rights Agreement, dated as of June 20, 2003, among the Company and
Credit
Suisse First Boston LLC, Deutsche Bank Securities Inc., Robert W.
Baird
& Co. Incorporated, Howard Weil, A Division of Legg Mason Wood Walker,
Inc., Jefferies & Company, Inc., and Johnson Rice & Company
L.L.C.
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333-107148
|
S-4
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July
18, 2003
|
4.2
|
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(5)
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Opinion
of Randall A. Stafford regarding validity of the
securities*
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||||
(15)
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Letter
on Unaudited Interim Financial Information*
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||||
(23)
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(1)Consent
of KPMG*
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||||
(2)Consent
of Randall A. Stafford (included in Exhibit 5)
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(24)
|
Powers
of Attorney*
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·
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Furnished
herewith.
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