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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TORCH OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2982117
(State of incorporation or organization) (I.R.S. Employer Identification No.)
401 WHITNEY AVENUE, SUITE 400
GRETNA, LOUISIANA 70056-2596
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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NONE NOT APPLICABLE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-54120 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common
stock, par value $0.01 per share (the "Common Stock"), of Torch Offshore, Inc.,
a Delaware corporation (the "Company"). For descriptions of the Common Stock,
the other capital stock of the Company and certain anti-takeover provisions
included in the charter of the Company, see the information set forth under the
caption "Description of Capital Stock" in (i) the prospectus subject to
completion dated May 15, 2001, included in Amendment No. 2 to the Registration
Statement on Form S-1 (Registration No. 333-54120) of the Company, originally
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on May 15, 2001 and
(ii) the related final form of prospectus to be filed with the Commission under
Rule 424(b) of the Securities Act, which descriptions are incorporated herein by
reference. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof to
the extent that another document incorporated herein by reference modifies or
supersedes such previous statement.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
1. Certificate of Incorporation of the Company,
incorporated herein by reference to Exhibit 3.1 of
the Registration Statement.
2. Bylaws of the Company, incorporated herein by
reference to Exhibit 3.2 of the Registration
Statement.
3. Certificate of Amendment to Certificate of
Incorporation of the Company, incorporated herein by
reference to Exhibit 3.3 of the Registration
Statement.
4. Form of Specimen Common Stock Certificate,
incorporated herein by reference to Exhibit 4.1 of
the Registration Statement.
*5. Form of Registration Rights Agreement among the
Company and the stockholders named therein,
incorporated herein by reference to Exhibit 4.2 of
the Registration Statement.
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*The final form of this exhibit will be filed with a Current Report on Form 8-K
to be subsequently filed with the Commission by Torch Offshore, Inc. and is
hereby deemed to be incorporated by reference herein.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
TORCH OFFSHORE, INC.
Date: June 6, 2001 By: /s/ Lyle G. Stockstill
Lyle G. Stockstill
Chairman of the Board and Chief
Executive Office