UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 2011 (October 24, 2011)
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
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Louisiana
(State or Other Jurisdiction of
Incorporation)
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0-21086
(Commission File Number)
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72-1212563
(I.R.S. Employer Identification No.) |
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| 11490 Westheimer, Suite 400 |
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Houston, Texas
(Address of Principal Executive Offices)
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77077
(Zip Code) |
Registrant’s telephone number, including area code: (281) 529-7979
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On October 26, 2011, Global Industries, Ltd. (the “Company”) issued a press release announcing
that it has established a record date and a meeting date for the special meeting of its
shareholders to consider and vote upon a proposal to adopt the previously announced merger
agreement, dated as of September 11, 2011, with respect to the proposed merger (the “Merger”) of
the Company with an indirect, wholly-owned subsidiary of Technip S.A. and other related matters. In
addition, the Company announced that on October 24, 2011, the Company received notice of early
termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, with respect to the Merger.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit |
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Description |
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99.1 |
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Press release, dated as of October 26, 2011 |
Forward-Looking Statements
Statements made in this Current Report on Form 8-K that are forward-looking in nature are
intended to be “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to:
the timing and anticipated completion of the proposed transaction and other statements that are not
purely statements of historical fact. These forward-looking statements are made on the basis of the
current beliefs, expectations and assumptions of the management of the Company and Parent and are
subject to significant risks and uncertainty. Readers are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking statements speak only as of the date
they are made, and, except as required by law, neither the Company nor Parent undertakes any
obligation to update or revise such statements, whether as a result of new information, future
events or otherwise.
Factors that could cause actual results to differ materially from the forward-looking
statements contained herein include, but are not limited to: any operational or cultural
difficulties associated with the integration of the businesses of the Company and Parent; potential
adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; unexpected costs, charges or expenses resulting from the
proposed transaction; litigation or adverse judgments relating to the proposed transaction; risks
relating to the consummation of the contemplated transaction, including the risk that the required
stockholder approval might not be obtained in a timely manner or at all or that other closing
conditions will not be satisfied; the failure to realize synergies and cost savings from the
transaction or delay in realization thereof; any difficulties associated with requests or
directions from governmental authorities resulting from their reviews of the transaction; and any
changes in general economic and/or industry-specific conditions. Additional factors that could
cause actual results to differ materially from those described in the forward-looking statements
are set forth in the documents filed by the Company with the Securities and Exchange Commission
(the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2010, which identify significant risk factors that could cause actual results to differ from
those contained in the forward-looking statements.
Important Additional Information Will Be Filed with the SEC
In connection with the proposed merger, Global has filed with the SEC a preliminary proxy
statement. INVESTORS AND SHAREHOLDERS OF GLOBAL ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC (INCLUDING THE DEFINITIVE PROXY STATEMENT, WHEN
FILED), AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLOBAL,
THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders
may obtain these documents and any other documents filed by Global and Technip with the SEC,
including the definitive proxy statement, when filed, free of charge at the SEC’s website at
http://www.sec.gov. In addition, the documents filed with the SEC by Global may be obtained free
of charge from the investor relations website portion of Global’s website at
http://www.globalind.com or by directing a request to Global Industries, Ltd., 11490 Westheimer,
Suite 400, Houston, Texas 77077, Attention: Secretary. Investors and security holders are urged to
read the preliminary proxy statement and the definitive proxy statement and other relevant
materials when they become available before making any voting or investment decision with respect
to the proposed merger.
The Company and its directors and officers may be deemed participants in the solicitation of
proxies in connection with the proposed transaction. Information about the directors and executive
officers of the Company is set forth in the Company’s most recent definitive proxy statement, which
was filed with the SEC on April 5, 2011. Certain directors and executive officers of the Company
may have direct or indirect interests in the proposed transaction that may be different from those
of the Company’s stockholders generally. Investors may obtain additional information regarding such
interests by reading the proxy statement and other relevant documents that the Company will file
with the SEC when they become available.