UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2008
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charters)
| |
|
|
|
|
| Louisiana
|
|
0-21086
|
|
72-1212563 |
| (State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| Incorporation or Organization) |
|
|
|
|
| |
|
|
| 8000 Global Drive
|
|
70665 |
| P.O. Box 442, Sulphur, LA
|
|
70664-0442 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s Telephone Number, including Area Code: (337) 583-5000
(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 (see General Instruction
A.2. below):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
EXPLANATORY NOTE
This Amendment on Form 8-K/A (this “Amendment”) amends the Current Report for Global Industries,
Ltd. (the “Company”), filed on Form 8-K, as initially filed with the Securities and Exchange
Commission on May 19, 2008 (the ‘‘Original Report’’). The purpose of this Amendment is to include
Mr. Levos’ age and to quantify certain equity awards issued to Mr. Levos in connection with his
employment.
The Company is amending and restating of the Original Report in its entirety in order to provide a
more complete presentation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
On May 15, 2008, the Company issued a press release naming Jeffrey B. Levos as Senior Vice
President and Chief Financial Officer of the Company effective May 27, 2008, a copy of which is
attached as Exhibit 99.1 to this Amendment and incorporated into this Item 5.02.
Mr. Levos, age 47, joins the Company after eight (8) years at Cooper Industries, Ltd. where he
served in several financial roles, most recently as Vice President, Finance & Chief Accounting
Officer. Previously, Mr. Levos held financial executive roles with The Coastal Corporation and the
accounting firm of Deloitte & Touche. He is a graduate of Westminster College and has completed
the Harvard Advanced Management Program and is a Certified Public Accountant in the State of Texas.
The material terms of Mr. Levos employment with the Company include an annual base salary of
$275,000 with a target bonus of 50% and the following equity awards under our 2005 Stock Incentive
Plan:
| |
- |
|
grant of 10,000 shares of restricted stock that 100% vest in three years; |
| |
| |
- |
|
grant of options to purchase 15,000 shares of our Company’s common stock at a
price of $17.68 per share that vest one-third per year over three years with a term of
ten years; and |
| |
| |
- |
|
grant of 8,611 performance units that may earn from zero to 17,222 shares of
the Company’s common stock based on the Company’s return on capital and the total
shareholder return compared to peer companies over three year performance period
ending December 31, 2010. |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 Global Industries, Ltd. press release dated May 15, 2008.