Delaware
(State
or other jurisdiction of incorporation
or organization)
|
72-0679819
(I.R.S.
Employer Identification
No.)
|
|
2000
W. Sam Houston Pkwy. S., Suite 1700
Houston,
Texas
(Address
of Principal Executive Offices)
|
77042
(Zip
Code)
|
Title
of Securities
to
be Registered (1)
|
Amount
to be
Registered
(2)
|
Proposed
Maximum
Offering
Price
Per
Share (3)
|
Proposed
Maximum
Aggregate
Offering
Price
(4)
|
Amount
of
Registration
Fee
|
|||||||||
Common
Stock, par value $.01 per share(5)
|
200,000
|
$
|
37.48
|
$
|
7,496,000
|
$
|
803.00
|
(1)
|
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. Employer
Savings
& Retirement Plan (the “Plan”), as described
herein.
|
(2)
|
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.
|
(3)
|
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 February 6,
2007.
|
(4)
|
Estimate
based on (2) and (3) above.
|
(5) |
Each
share of Common Stock includes an associated Preferred Share Purchase
Right.
|
PART
I
|
1
|
|
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
1
|
|
PART
II
|
2
|
|
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
2
|
|
Item
3.
|
Incorporation
of Documents by Reference
|
2
|
Item
4.
|
Description
of Securities
|
2
|
Item
5.
|
Interest
of Named Experts and Counsel
|
3
|
Item
6.
|
Indemnification
of Directors and Officers
|
3
|
Item
7.
|
Exemption
from Registration Claimed
|
3
|
Item
8.
|
Exhibits
|
4
|
Item
9.
|
Undertakings
|
5
|
SIGNATURES
|
6
|
|
INDEX
TO EXHIBITS
|
1
|
1.
|
Annual
Report on Form 10-K for the year ended March 31, 2006;
|
2.
|
Quarterly
Report on Form 10-Q for the quarter ended December 31, 2006;
|
3.
|
Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006;
|
4.
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006;
|
5.
|
Current
Report on Form 8-K filed December 8,
2006;
|
6.
|
Current
Report on Form 8-K filed November 9,
2006;
|
7.
|
Current
Report on Form 8-K filed September 18,
2006;
|
8.
|
Current
Report on Form 8-K filed August 17,
2006;
|
9.
|
Current
Report on Form 8-K filed August 9,
2006;
|
10
|
Current
Report on Form 8-K filed August 8,
2006;
|
11.
|
Current
Report on Form 8-K filed August 7,
2006;
|
12.
|
Current
Report on Form 8-K filed June 13,
2006;
|
13.
|
Current
Report on Form 8-K filed June 8,
2006;
|
14.
|
Current
Report on Form 8-K filed May 26,
2006;
|
15.
|
Current
Report on Form 8-K filed May 18, 2006;
and
|
16.
|
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.
|
Incorporated
by Reference to
|
||||||
Exhibits
|
Registration
or File Number
|
Form
or
Report
|
Report
Date
|
Exhibit
Number
|
||
(4)
|
Instruments
defining the rights of security holders, including
indentures
|
|||||
(1)
|
Delaware
Certificate of Incorporation dated December 2, 1987
|
001-31617
|
10-Q
|
June
2005
|
3(1)
|
|
(2)
|
Certificate
of Amendment of Certificate of Incorporation dated November 30,
1989
|
001-31617
|
10-Q
|
June
2005
|
3(2)
|
|
(3)
|
Certificate
of Amendment of Certificate of Incorporation dated December 9,
1992
|
001-31617
|
10-Q
|
June
2005
|
3(3)
|
|
(4)
|
Rights
Agreement and Form of Rights Certificate
|
0-5232
|
8-A
|
February
1996
|
4
|
|
(5)
|
Amended
and Restated By-laws
|
001-31617
|
10-Q
|
June
2005
|
3(4)
|
|
(6)
|
Certificate
of Designation of Series A Junior Participating Preferred
Stock
|
001-31617
|
10-Q
|
June
2005
|
3(5)
|
|
(7)
|
First
Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
May
1997
|
5
|
|
(8)
|
Second
Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
January
2003
|
4.3
|
|
(9)
|
Third
Amendment to Rights Agreement, dated as of February 28, 2006, between
Bristow Group Inc. and Mellon Investor Services LLC
|
000-05232
|
8-A/A
|
March
2, 2006
|
4.2
|
|
(10)
|
Registration
Rights Agreement dated December 19, 1996, between the Company and
Caledonia Industrial and Services Limited
|
0-5232
|
10-Q
|
December
1996
|
4(3)
|
|
(11)
|
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.
|
333-107148
|
S-4
|
July
18, 2003
|
4.2
|
|
(5)
|
Opinion
of Randall A. Stafford regarding validity of the securities*
|
|||||
(15)
|
Letter
on Unaudited Interim Financial Information*
|
|||||
(23)
|
(1)
|
Consent
of KPMG*
|
||||
(2)
|
Consent
of Randall A. Stafford (included in Exhibit 5)
|
|||||
(24)
|
Powers
of Attorney*
|
|
BRISTOW
GROUP INC.
|
|
|
/s/
|
Perry
L. Elders
|
|
Name:
|
Perry
L. Elders
|
|
Title:
|
Executive
Vice President and Chief Financial
Officer
|
Signature
|
Title
|
|
|
/s/
William E. Chiles
|
President,
Chief Executive Officer and Director
|
William
E. Chiles
|
(Principal
Executive Officer)
|
|
|
/s/
Perry L. Elders
|
Executive
Vice President and Chief Financial Officer
|
Perry
L. Elders
|
(Principal
Financial Officer)
|
|
|
/s/
Elizabeth D. Brumley
|
Vice
President, Chief Accounting Officer and Controller
|
Elizabeth
D. Brumley
|
(Principal
Accounting Officer)
|
|
|
*
|
Director
|
Thomas
N. Amonett
|
|
*
|
Director
|
Charles
F. Bolden, Jr.
|
|
*
|
Director
|
Peter
N. Buckley
|
|
*
|
Director
|
Stephen
J. Cannon
|
|
*
|
Director
|
Jonathan
H. Cartwright
|
|
*
|
Director
|
Michael
A. Flick
|
|
*
|
Director
|
Thomas
C. Knudson
|
|
*
|
Director
|
Ken
C. Tamblyn
|
|
*
|
Director
|
Robert
W. Waldrup
|
|
|
*By
|
/s/
|
Randall
A. Stafford
|
|
|
|
|
Randall
A. Stafford
|
|
|
|
|
(Attorney-in-Fact)
|
|
Bristow
Group Inc.
|
||
Benefit
and Retirement Plans Committee
|
||
/s/
|
William
H. Hopkins
|
|
Name:
|
William
H. Hopkins
|
|
Title:
|
Vice
President, Bristow Group Inc.
|
|
Chairman,
Benefit and Retirement Plans
Committee
|
Incorporated
by Reference to
|
||||||
Exhibits
|
Registration
or File Number
|
Form
or
Report
|
Report
Date
|
Exhibit
Number
|
||
(4)
|
Instruments
defining the rights of security holders, including
indentures
|
|||||
(1)
|
Delaware
Certificate of Incorporation dated December 2, 1987
|
001-31617
|
10-Q
|
June
2005
|
3(1)
|
|
(2)
|
Certificate
of Amendment of Certificate of Incorporation dated November 30,
1989
|
001-31617
|
10-Q
|
June
2005
|
3(2)
|
|
(3)
|
Certificate
of Amendment of Certificate of Incorporation dated December 9,
1992
|
001-31617
|
10-Q
|
June
2005
|
3(3)
|
|
(4)
|
Rights
Agreement and Form of Rights Certificate
|
0-5232
|
8-A
|
February
1996
|
4
|
|
(5)
|
Amended
and Restated By-laws
|
001-31617
|
10-Q
|
June
2005
|
3(4)
|
|
(6)
|
Certificate
of Designation of Series A Junior Participating Preferred
Stock
|
001-31617
|
10-Q
|
June
2005
|
3(5)
|
|
(7)
|
First
Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
May
1997
|
5
|
|
(8)
|
Second
Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
January
2003
|
4.3
|
|
(9)
|
Third
Amendment to Rights Agreement, dated as of February 28, 2006,
between
Bristow Group Inc. and Mellon Investor Services LLC
|
000-05232
|
8-A/A
|
March
2, 2006
|
4.2
|
|
(10)
|
Registration
Rights Agreement dated December 19, 1996, between the Company
and
Caledonia Industrial and Services Limited
|
0-5232
|
10-Q
|
December
1996
|
4(3)
|
|
(11)
|
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.
|
333-107148
|
S-4
|
July
18, 2003
|
4.2
|
|
(5)
|
Opinion
of Randall A. Stafford regarding validity of the securities*
|
|||||
(15)
|
Letter
on Unaudited Interim Financial Information*
|
|||||
(23)
|
(1)
|
Consent
of KPMG*
|
||||
(2)
|
Consent
of Randall A. Stafford (included in Exhibit 5)
|
|||||
(24)
|
Powers
of Attorney*
|
*
|
Furnished
herewith.
|