k8.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date of
Report (Date of earliest event reported): July 1, 2008
GULFMARK
OFFSHORE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
000-22853
(Commission file
number)
76-0526032
(I.R.S.
Employer Identification No.)
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10111
Richmond Avenue, Suite 340,
Houston,
Texas
(Address
of principal executive offices)
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77042
(Zip
Code)
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(713)
963-9522
(Registrant's
telephone number, including area code)
N/A
(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:
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))
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ITEM
5.02.
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers
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Mr. Larry T. Rigdon has been appointed
to the GulfMark Board of Directors effective on July 1, 2008.
Pursuant to the terms of the Company’s
2005 Non-Employee Director Share Incentive Plan, Mr. Rigdon was awarded 3,500
shares of Common Stock as a restricted stock award. The restricted
stock award is subject to an agreement between the Company and Mr. Rigdon, which
contains certain provisions relating to restrictions on transfer, which
restrictions lapse one year from the date of the award. All directors
receive 2,200 shares of Common Stock as a restricted stock award on their
election at each annual meeting, which restrictions also lapse one year from the
date of the award.
Each of
our non-employee directors is paid $1,500 for each meeting of the Board and
$1,500 for each Committee meeting of the Board he attends. In
addition, a quarterly retainer of $8,750 is paid to each of our non-employee
directors of the Company.
Pursuant
to a Membership Interest and Stock Purchase Agreement, on July 1, 2008, a
wholly-owned subsidiary of the Company, GulfMark Management, Inc. ("GLF
Management"), acquired 100% of the membership interests of Rigdon Marine
Holdings, L.L.C. ("RMH"), and 100% of the stock of Rigdon Marine Corporation
("RMC") not owned by RMH for an aggregate payment to the owners of RMH and RMC
of $275 million (plus or minus certain adjustments), consisting of $150 million
in cash and 2,085,700 shares of the Company's common stock (valued at $125
million at the time of the agreement) and, as a result of GLF Management's
ownership of RMC after the transaction, indirectly assumed $269 million in RMC's
debt.
Larry T.
Rigdon was a manager, officer and member of RMH and was a director and officer
in RMC. In the transaction with the Company, Larry T. Rigdon received $15.2
million in cash and 200,934 shares of the Company's common stock.
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ITEM
9.01.
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Financial Statements
and Exhibits
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The
following exhibit is furnished with this Form 8-K:
None
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.
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Date: July
1, 2008
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GulfMark
Offshore, Inc.
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(Registrant)
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By:
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/s/ Edward A. Guthire |
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Name:
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Edward
A. Guthrie
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Title:
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Executive
Vice President and Chief Financial
Officer
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