Filed Pursuant to Rule 424(b)(7)
Registration No. 333-147067
Prospectus Supplement No. 8
(to Prospectus dated October 31, 2007)
$325,000,000
GLOBAL INDUSTRIES, LTD.
2.75% Senior Convertible Debentures due 2027
and Shares of Common Stock
Issuable upon Conversion of the Debentures
This prospectus supplement relates to $325,000,000 aggregate principal amount of 2.75%
Senior Convertible Debentures due 2027 (the Debentures) of Global Industries, Ltd. and the shares
of our common stock, par value $0.01 per share, issuable upon conversion of such Debentures. We
issued and sold the Debentures in a private placement on July 27, 2007. This prospectus supplement
will be used by the selling security holders to resell the Debentures and the shares of common
stock issuable upon conversion of the Debentures. We will not sell any securities under this
prospectus supplement or receive any of the proceeds from the sale of the Debentures or the shares
of common stock issuable upon conversion of the Debentures. Our common stock is listed on The
Nasdaq Global Select Market under the symbol GLBL. The last reported sale price of our common
stock on October 22, 2010 was $5.86 per share. All references in this prospectus supplement to
we, us and our refer to Global Industries, Ltd.
This prospectus supplement supplements the prospectus dated October 31, 2007
(the prospectus), as supplemented by the prospectus supplements dated December 5, 2007, January
7, 2008, February 5, 2008, March 5, 2008, April 4, 2008, May 7, 2008 and June 6, 2008. You should
read this prospectus supplement together with the prospectus. This prospectus supplement is not
complete without, and may not be delivered or used except in conjunction with, the prospectus,
including any amendments or supplements to it. This prospectus supplement is qualified by reference
to the prospectus, except to the extent that the information provided by this prospectus supplement
supersedes or supplements certain information contained in the prospectus.
Investing in the Debentures and shares of our common stock issuable upon conversion of the
Debentures involves risks that are described in the Risk Factors section beginning on page 6 of
the prospectus and the risk factors incorporated therein by reference from our annual and quarterly
reports filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus supplement. Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement is October 26, 2010.
The information in the prospectus in the table under the caption Selling Security Holders is
amended by adding the information in the below Additional Selling Security Holders table
regarding certain selling security holders.
The information set forth below is based on information previously provided by or on behalf of
the selling security holders. Information concerning the selling security holders may change from
time to time. The selling security holders may from time to time offer and sell any or all of the
securities under the prospectus (as amended and supplemented hereby). Because the selling security
holders are not obligated to sell the Debentures or any shares of common stock issuable upon
conversion of the Debentures, we cannot estimate the amount of the Debentures or how many shares of
common stock that the selling security holders will hold upon consummation of any such sales. In
addition, since the date on which a selling security holder provided this information to us, such
selling security holder may have sold, transferred or otherwise disposed of all or a portion of its
Debentures or common shares issuable upon conversion of its Debentures.
Unless described in the prospectus under the caption Selling Security Holders (as amended
and supplemented hereby), based upon information previously provided by the selling security
holders, the selling security holders do not beneficially own in excess of 1% of our outstanding
common stock.
Except as noted in the prospectus under the caption Selling Security Holders (as amended and
supplemented hereby), based upon the information previously provided by the selling security
holders, none of the selling security holders nor any of their affiliates, officers, directors or
principal equity holders has held any position or office or has had any material relationship with
us within the past three years.
The following table is based solely on information provided by the selling security holders
listed below. This information represents the most current information provided to us by such
selling security holders.
Additional Selling Security Holders
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Principal |
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Number of |
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Amount of |
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Shares of |
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Debentures |
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Number of |
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Common Stock |
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Beneficially |
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Percentage of |
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Number of Shares of |
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Shares of |
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Held After |
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Owned and |
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Debentures |
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Common Stock |
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Common Stock |
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Completion of |
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Offered Hereby |
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Beneficially |
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Beneficially Owned |
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Offered Hereby |
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the Offering |
Name (1) |
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($)(2) |
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Owned (%) |
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(2), (3) |
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(2),(3) |
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(2),(3) |
Kellogg Capital Markets LLC (4) |
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2,000,000 |
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* |
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74,683 |
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* |
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Less than 1%. |
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(1) |
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Information concerning other selling security holders will be set forth in supplements to
this prospectus supplement from time to time, if required. |
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(2) |
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Because a selling security holder may sell all or a portion of the Debentures and shares of
common stock issuable upon conversion of the Debentures pursuant to this prospectus
supplement, an estimate cannot be given as to the number or percentage of Debentures and
shares of common stock that the selling security holder will hold upon termination of any
sales. The information presented assumes that all of the selling security holders will fully
convert the Debentures for cash and shares of common stock and that the selling security
holders will sell all the shares of common stock that they received pursuant to such
conversion. |
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(3) |
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Includes the shares of common stock issuable upon conversion of the Debentures. The number of
shares of our common stock issuable upon conversion of the Debentures is calculated assuming
that the conversion of the full amount of the Debentures held by such holder is effected at
the maximum rate provided for upon conversion of the Debentures, which is 37.3412 shares of
our common stock per $1,000 principal amount of Debentures, and that we have made an election
to fully satisfy our obligation to settle conversions of Debentures in shares of our common
stock. See Description of the Debentures Conversion Procedures Settlement Upon
Conversion in the prospectus. This conversion rate is subject to adjustment as described
under Description of the Debentures Conversion Procedures Conversion Rate Adjustments in
the prospectus. Accordingly, the number of shares of our common stock to be sold may increase
or decrease from time to time. We will not issue fractional shares of our common stock upon
conversion of the |