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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): May 7, 2010
HERCULES OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-51582
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56-2542838 |
(State of incorporation
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(Commission File Number)
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(IRS Employer |
or organization)
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Identification No.) |
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9 GREENWAY PLAZA, SUITE 2200 |
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HOUSTON, TEXAS
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77046 |
(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: (713) 350-5100
(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):
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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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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Hercules Offshore, Inc. (the Company) previously announced that Stephen M. Butz has been
appointed to serve as Senior Vice President, Chief Financial Officer and Treasurer. Mr. Butz
replaces Lisa W. Rodriguez, who resigned as the Companys Senior Vice President and Chief Financial
Officer. Ms. Rodriguez has been appointed to the position of Vice President, Human Resources. Troy
L. Carson will have the position of Chief Accounting
Officer.
Each of these officers has entered into an amendment to their respective employment agreements
in connection with these management changes. Mr. Butz has entered into an amendment providing for
a base salary of $300,000 and a bonus target of 60% of his base salary, with a severance payment
of 2 times the sum of his base salary and target bonus and a change of control payment of 2.5 times
the sum of his base salary and target bonus . Mr. Carson has entered into an amendment providing
for a base salary of $250,000, and he has a bonus target of 40% of his base salary. Ms. Rodriguez
has entered into an amendment providing for a base salary of $235,000 and a bonus target of 40% of
her base salary, with a severance payment of 1.5 times the sum of her base salary and target bonus
and a change of control payment of 2 times the sum of her base salary and target bonus.
In connection with their additional responsibilities, the Compensation Committee of the
Companys Board of Directors has also approved the grant of 90,000 options to Mr. Butz and 75,000
options to Mr. Carson that have an exercise price equal to the closing price of the Companys
common stock on the NASDAQ Global Select Market on May 7, 2010.
All non-employee directors of the Company have received 15,000 shares of the Companys
restricted stock, with a grant date of May 11, 2010. All of the restricted stock will vest on the
date of the 2011 annual meeting of stockholders.
Biographical information and other disclosures regarding Messrs. Butz and Carson and Ms.
Rodriguez are included in the Companys proxy statement for the 2010 annual meeting of
stockholders.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of security holders
during the Companys annual meeting of shareholders held on May 11, 2010 are as follows.
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For |
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Against |
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Abstentions |
1. Election of five Class II
Directors: |
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Suzanne V. Baer |
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70,140,354 |
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0 |
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1,986,928 |
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Thomas R. Bates, Jr. |
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70,235,311 |
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0 |
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1,891,971 |
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Thomas M Hamilton |
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70,157,000 |
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0 |
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1,970,282 |
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Thomas J. Madonna |
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70,212,936 |
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0 |
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1,914,346 |
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Thierry Pilenko |
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69,445,660 |
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0 |
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2,681,622 |
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Under the Companys Bylaws, each of the directors was elected, having received the vote of a
plurality of the shares of common stock present in person or represented by proxy at the annual
meeting and entitled to vote.
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For |
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Against |
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Abstentions |
2. Ratification of Ernst & Young LLP
as independent registered public
accounting
firm for the Company for the year
ending December 31, 2010 |
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95,077,531 |
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540,065 |
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58,939 |
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Under the Companys Bylaws, the selection of Ernst & Young LLP was ratified, having been
approved by the vote of holders of a majority of the shares of common stock voting on the matter.
As of the record date, March 15, 2010, there were 114,957,009 shares of common stock
outstanding and entitled to vote at the meeting.
Item 8.01. Other Events.
Gulf of
Mexico
On May 6, 2010, the Department of the Interior announced that no applications for drilling
permits for operations on the Outer Continental Shelf will be issued until the Department of the
Interior completes a safety review process of offshore drilling. It is anticipated that a report
will be completed on or about May 28, 2010. Drilling operations subject to permits issued prior to
April 20, 2010 are not affected by the moratorium. Additionally, it appears that drilling
operations that have commenced pursuant to permits issued on or after April 20, 2010 may also
continue.
As set forth in
the Companys last Monthly Fleet Status Report dated April 28, 2010, the Company
has three jackup drilling rigs that are
anticipated to complete their contracts during the moratorium.
Based on the preliminary timing outlined by the Department of the Interior, the Company does not
expect any of these drilling rigs to secure additional contracts
until the moratorium is lifted. If the moratorium is extended beyond May 28, 2010, it could also affect our other jackup
drilling rigs in the U.S. Gulf of Mexico regardless of contract
status. We believe that some of our contracts may not be fully
permitted, or may not be fully permitted for the entire duration of
the contract. Our customers are responsible for
securing permits before we commence drilling operations and often secure the necessary permits shortly before
the jackup rig arrives on the drilling location.
Insurance
The Company completed the annual renewal of all of its key insurance policies on
April 30, 2010. The Companys primary marine package provides for hull and
machinery coverage for the Companys rigs and liftboats up to a scheduled value of each
asset. The total maximum amount of coverage for these assets is $2.2 billion. The
marine package includes protection and indemnity coverage for marine crew personal
injury and death and certain operational liabilities, with primary coverage of $5.0 million
per occurrence with excess liability coverage up to $200.0 million. The marine package
includes limitations for coverage for losses caused in U.S. Gulf of Mexico named
windstorms, including a limit of liability of $100.0 million for property damage and
removal of debris liability coverage. The Company also procured an additional $75.0
million excess policy for removal of debris and certain third-party liabilities incurred in
U.S. Gulf of Mexico named windstorms. Deductibles for events that are not caused by a
U.S. Gulf of Mexico named windstorm are 12.5% of the insured drilling rig values per
occurrence, subject to a minimum of $1.0 million, and $1.0 million per occurrence for
liftboats. The deductibles for drilling rigs and liftboats in a U.S. Gulf of Mexico named
windstorm event are the greater of $25.0 million or the operational deductible for each
U.S. Gulf of Mexico named windstorm event. Vessel pollution is covered under a Water
Quality Insurance Syndicate policy with a $3.0 million deductible providing limits as
required by applicable law, including the Oil Pollution Act of 1990. The policies are
subject to exclusions, limitations, deductibles, self-insured retention and other conditions.
In addition to the marine package, the Company has separate policies providing coverage
for onshore foreign and domestic general liability, employers liability, auto liability and
non-owned aircraft liability, with customer deductibles and coverage as well as a separate
primary marine package for its Delta Towing business.
Forward
looking statements
The information herein contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements include statements
concerning estimated contract expiration dates, status of permits, dayrates,
estimated dates for completion of repairs and upgrades and commencement
dates of new contracts, as well as information regarding the moratorium on
drilling in the Gulf of Mexico. Such statements are subject to a number of risks,
uncertainties and assumptions, including, without limitation, early termination by
the customer pursuant to the contract or otherwise, cancellation or completion of
certain contracts earlier than expected, operational difficulties, shipyard and other
delays, government and regulatory actions and other factors described in
Hercules annual report on Form 10-K and its most recent periodic reports and
other documents filed with the Securities and Exchange Commission, which are
available free of charge at the SECs website at www.sec.gov or the
companys website at www.herculesoffshore.com. Hercules cautions
you that forward-looking statements are not guarantees of future performance
and that actual results or developments may differ materially from those
projected or implied in these statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HERCULES OFFSHORE, INC.
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Date: May 13, 2010 |
By: |
/s/ James W. Noe
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James W. Noe |
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Senior Vice President, General Counsel and Chief
Compliance Officer |
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