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) August 12, 2002
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OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10945 95-2628227
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11911 FM 529
Houston, TX 77041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 329-4500
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N/A
(Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
On August 12, 2002, the Registrant submitted the following certifications by its
chief executive officer and its chief financial officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 in correspondence to the SEC with Amendment
No. 1 to its 10-Q for the quarterly period ended June 30, 2002.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I,
John R. Huff, Chairman and Chief Executive Officer of Oceaneering International,
Inc., a Delaware corporation (the "Company"), hereby certify, to my knowledge,
that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Dated: August 12, 2002 /s/ JOHN R. HUFF
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John R. Huff
Chairman and Chief Executive Officer
The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed
as part of the Report or as a separate disclosure document.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I,
Marvin J. Migura, Senior Vice President and Chief Financial Officer of
Oceaneering International, Inc., a Delaware corporation (the "Company"), hereby
certify, to my knowledge, that:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Dated: August 12, 2002 /s/ MARVIN J. MIGURA
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Marvin J. Migura
Senior Vice President and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed
as part of the Report or as a separate disclosure document.
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.
OCEANEERING INTERNATIONAL, INC.
By: /s/ MARVIN J. MIGURA Date: August 12, 2002
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Marvin J. Migura
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)