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):
March 7, 2010
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
|
Minnesota
(State or
other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
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95-3409686
(IRS Employer
Identification No.)
|
|
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400
North Sam Houston Parkway East, Suite 400
Houston,
Texas
(Address of
principal executive offices)
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281-618-0400
(Registrant’s
telephone number, including area code)
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77060
(Zip
Code)
|
|
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
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Effective March 7, 2010, Robert
Murphy resigned as Executive Vice President - Oil & Gas of Helix Energy
Solutions Group, Inc. (the “Company”). Mr. Murphy remains employed by
the Company until the Effective Date of March 16, 2010. He will continue to
receive his current annual base salary and benefits until the termination of his
employment. Johnny Edwards has been appointed an executive vice president of the
Company and will return his role to lead the Company’s oil and gas
division.
In
connection with Mr. Murphy’s resignation and consistent with the terms of his
employment arrangement, the Company has entered into a Separation Agreement
dated March 8, 2010. The following is a brief summary of the material
terms of the Separation Agreement:
A
$225,000 payment to Mr. Murphy six months after termination of his
employment.
A
$225,000 payment to Mr. Murphy paid in six equal monthly installments beginning
in the seventh month after the termination of his employment.
A
$300,000 payment to Mr. Murphy on March 15, 2010.
A
$1,309,911 payment to Mr. Murphy on March 16, 2010.
Payment of his
medical, dental and vision benefits for one year from the termination of his
employment.
A
payment to Mr. Murphy for accrued but unused vacation.
69,023 shares of
previously issued but unvested restricted stock awarded to Mr. Murphy shall vest
on March 16, 2010.
A
general release of claims by Mr. Murphy.
Termination of Mr.
Murphy’s existing employment arrangement and all rights and obligations
thereunder effective March 16, 2010.
The description of
the provisions of the Separation Agreement is qualified in its entirety by
reference to the full and complete terms of such agreement which is attached
hereto as Exhibit 10.1 and is incorporated by reference herein. A
copy of the Company’s press release announcing the resignation of Mr. Murphy and
the appointment of Mr. Edwards is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
In
connection with Mr. Murphy’s execution of the Separation Agreement described
above, Mr. Murphy’s existing employment arrangement with the Company will be
terminated as of March 16, 2010.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive
Vice President Appointed
On March 8, 2010, the Company
announced that Johnny Edwards will return to his role to lead the Company’s oil
and gas division. The Company’s Board of Directors has appointed
Johnny Edwards as an Executive Vice President – Oil & Gas of the Company in
charge of oil and gas operations. Mr. Edwards has served as President
of the Company’s oil and gas subsidiary, Energy Resource Technology GOM, Inc.
(ERT) since 2000. Prior to becoming President, Mr. Edwards held
several positions at ERT managing the engineering and acquisitions for the
company. Prior to joining ERT in 1994, Mr. Edwards spent 19 years in
a broad range of engineering, operations and management positions with ARCO Oil
& Gas Co. Mr. Edwards is not currently subject to an employment
agreement.
Executive
Vice President – Oil & Gas Resigns
On
March 8, 2010, the Company also announced that Robert Murphy, Executive Vice
President – Oil & Gas, will be leaving the Company. Mr. Murphy
resigned as Executive Vice President- Oil & Gas effective March 7,
2010.
A
copy of the Company’s press release announcing the resignation of Mr. Murphy and
the appointment of Mr. Edwards is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
---------- --------------
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10.1
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Separation
and Release Agreement by and between Helix Energy Solutions Group, Inc.
and Robert P. Murphy effective March 8,
2010.
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99.1
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Press Release
of Helix Energy Solutions Group, Inc. dated March 8, 2010 reporting
strategic direction for Oil & Gas Business and announcing departure of
Robert Murphy
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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.
Date: March
8, 2010
HELIX ENERGY
SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony Tripodo
Executive Vice President and Chief
Financial Officer
Index
to Exhibits
Exhibit
No. Description
|
10.1
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Separation
and Release Agreement by and between Helix Energy Solutions Group, Inc.
and Robert P. Murphy effective March 8,
2010.
|
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99.1
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Press Release
of Helix Energy Solutions Group, Inc. dated March 8, 2010 reporting
strategic direction for Oil & Gas Business and announcing departure of
Robert Murphy.
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