UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 11, 2005
Cal Dive International, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 000-22739 | 95-3409686 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
| 400 N. Sam Houston Parkway E., Suite 400 | ||
| Houston, Texas | 77060 | |
| (Address of principal executive offices) | (Zip Code) |
281-618-0400
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):
| 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 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| Signatures | ||||||||
| Index to Exhibits | ||||||||
| Asset Purchase Agreement | ||||||||
| Press Release | ||||||||
Item 1.01 Entry into a Material Definitive Agreement.
On April 12, 2005, Cal Dive International, Inc. (the “Company”) announced that it entered into an asset purchase agreement (the “Agreement”) dated April 11, 2005, with Stolt Offshore Inc. whereby the Company has agreed to acquire the diving and shallow water pipelay assets of Stolt Offshore that currently operate in the waters of the Gulf of Mexico (GOM) and Trinidad for $125 million in cash.
Attached hereto and incorporated by reference is a copy of the Agreement as Exhibit 10.1. In addition, a copy of the press release dated April 12, 2005 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| 10.1 | Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Stolt Offshore Inc. and S&H Diving LLC, as Sellers, dated April 11, 2005. | |||
| 99.1 | Press Release of Cal Dive International, Inc. dated April 12, 2005. | |||
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Cal Dive International, Inc.
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 thereunto duly authorized.
Date: April 13, 2005
| Cal Dive International, Inc. | ||||||
| By: | /S/ A. WADE PURSELL | |||||
| A. Wade Pursell | ||||||
| Senior Vice President and | ||||||
| Chief Financial Officer | ||||||
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