As filed with the Securities and Exchange Commission on May 2, 2024.
Registration No. 333-176187
Registration No. 333-88466
Registration No. 333-46155
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 REGISTRATION STATEMENT No. 333-176187 |
FORM S-8 REGISTRATION STATEMENT NO. 333-88466 |
FORM S-8 REGISTRATION STATEMENT NO. 333-46155 |
UNDER THE SECURITIES ACT OF 1933
Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)
Louisiana |
72-1147390 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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2170 Buckthorne Place, Suite 420 The Woodlands, Texas |
77380 |
(Address of Principal Executive Offices) |
(Zip Code) |
Gulf Island Fabrication, Inc. 2011 Stock Incentive Plan |
Gulf Island Fabrication, Inc. 2002 Long-Term Incentive Plan |
Gulf Island Fabrication, Inc. Long-Term Incentive Plan |
(Full title of the plans)
Richard W. Heo
President and Chief Executive Officer
Gulf Island Fabrication, Inc.
2170 Buckthorne Place, Suite 420
The Woodlands, Texas 77380
(Name and address of agent for service)
(713) 714-6100
(Telephone number, including area code, of agent for service)
Copy to:
Kelly C. Simoneaux
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, Louisiana 70170-5100
(504) 582-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to each of the below listed Registration Statements on Form S-8 (collectively, the “Prior Registration Statements”) of Gulf Island Fabrication, Inc. (the “Registrant”) is being filed to terminate all offerings under the Prior Registration Statements and deregister any and all securities that remain unsold pursuant to the Prior Registration Statements.
DEREGISTRATION OF UNSOLD SECURITIES
The Registrant has terminated all offerings of its securities under the Prior Registration Statements and is no longer issuing securities pursuant to the above-named plans. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration by means of this Post-Effective Amendment any securities registered under the Prior Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies 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 Post-Effective Amendment to the Prior Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on May 2, 2024.
GULF ISLAND FABRICATION, INC.
By: |
/s/ Richard W. Heo |
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Name: Richard W. Heo |
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Title: President and Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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