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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT PURSANT
TO SECTION 13 OR 15(d) OF THE
SUCURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): May 28, 2001
GulfMark Offshore, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-22853 76-0526032
(Commission File Number) (I.R.S. Employer Identification No.)
5 Post Oak Park, Suite 1170, Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
(713) 963-9522
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report
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ITEM 2. Acquisition or Disposition of Assets
On May 28, 2001, and June 8, 2001, GulfMark obtained definitive
agreements to acquire all of the outstanding shares of Sea Truck Holding AS, a
privately- held Norwegian company ("Sea Truck"). Total consideration for the
acquisition is approximately $61.8 million which includes the assumption of debt
of approximately $23.2 million as of April 30, 2001. Approximately $18.4 million
of the purchase price will be funded through the Company's $75.0 million credit
facility. The balance of the purchase price will be funded by the Company's cash
on hand. Sea Truck owns five offshore support vessels which provide marine
support and transportation services to companies engaged in offshore exploration
and production of oil and gas in the North Sea. The closing of the acquisition
is subject to the termination of a prescribed notice period associated with a
corporate reorganization of Sea Truck that occurred prior to the acquisition.
The acquisition is expected to close on or about June 19, 2001.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
As of the date of the filing of this current report on Form 8-K, it is
impracticable for the Company to file the financial statements for the acquired
business. In accordance with Item 7(a)(4), the required financial statements
will be filed in the amendment to this Report as soon as practicable, but not
later than July 27, 2001.
(b) Pro Forma Financial Information.
It is impracticable for the Company to file the pro forma financial
information for the acquired business at this time. The required pro forma
financial information will be filed in an amendment to this Report as soon as
practicable, but not later than July 27, 2001.
(c) Exhibits.
*Exhibit 10.1 Form of Share Purchase Agreement between Gulf Offshore
Norge AS and certain sellers of 3,529,588 shares of Sea Truck Holding
AS dated as of May 28, 2001.
*Exhibit 10.2 Form of Share Purchase Agreement between Gulf Offshore
Norge AS and certain sellers of 3,330,555 shares of Sea Truck Holding
AS dated as of June 8, 2001.
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GulfMark Offshore, Inc.
Date: June 12, 2001 By: /s/ Edward A. Guthrie
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Executive Vice President