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): December 9, 2005 GULF ISLAND FABRICATION, INC. (Exact name of registrant as specified in its charter) Louisiana 0-22303 72-1147390 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 583 Thompson Road Houma, Louisiana 70363 (Address of principal executive offices)(Zip Code) (985) 872-2100 (Registrant's telephone number, including area code) Not applicable (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) Item 1.01 Other Events. On December 9, 2005, the Compensation Committee of the Company's Board of Directors granted restricted stock awards to certain officers and employees, including the following awards to the Named Executive Officers: Shares of Restricted Stock Awarded Name and Principal Position Shares ------------------------------------------------------------------------ Kerry J. Chauvin 6,700 Chairman of the Board, President and Chief Executive Officer Kirk J. Meche 3,350 Executive Vice-President--Operations President Gulf Island, L.L.C. (fabrication subsidiary) Murphy A. Bourke 2,300 Executive Vice-President--Marketing Joseph P. Gallagher, III 2,300 Vice-President--Finance and Chief Financial Officer and Treasurer The restricted stock awards were made pursuant to the Company's 2002 Long-Term Incentive Plan, and are subject to the terms and conditions of that plan and the Restricted Stock Agreements. The awards will vest in 20% annual increments on the anniversaries of the date of grant, with the first vesting occurring on the first anniversary of the date of grant SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GULF ISLAND FABRICATION, INC. By: /s/ Joseph P. Gallagher, III ------------------------------------- Joseph P. Gallagher, III Vice President - Finance, Chief Financial Officer and Treasurer (Principal Financial Officer and Duly Authorized Officer) Dated: December 15, 2005