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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): February 27, 2006
Cal Dive International, Inc.
(Exact name of registrant as specified in its charter)
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| Minnesota
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0-22739
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95-3409686 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of incorporation) |
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| 400 N. Sam Houston Parkway E
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77060 |
| Suite 400
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(Zip Code) |
| Houston, Texas |
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| (Address of principal executive offices) |
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281-618-0400
(Registrant’s telephone
number,
including area code)
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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 27, 2006, Cal Dive International, Inc., a Minnesota corporation (the “Company”),
filed articles of merger merging Helix Energy Solutions, Inc., a Minnesota corporation and wholly
owned subsidiary of the Company, with and into the Company effective as of March 6, 2006. The
Company shall be the survivor of the merger and, as permitted under Minnesota law, upon the
effectiveness of the merger, the name of the Company shall be changed to Helix Energy Solutions
Group, Inc.
A copy of the 2005 Amended and Restated Articles of Incorporation, as amended effective as of
March 6, 2006, are attached hereto as Exhibit 3.1.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 and incorporated by reference herein is the press release issued by
Cal Dive International, Inc. on February 27, 2006 announcing the change in the Company’s name from
“Cal Dive International, Inc.” to “Helix Energy Solutions Group, Inc.”. The information provided
in response to this Item 7.01 and Exhibit 99.1 attached hereto are not deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 and are not incorporated by reference
into any Securities Act registration statements.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Description |
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3.1
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2005 Amended and Restated Articles of Incorporation, as amended effective as of
March 6, 2006. |
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99.1
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Press Release of Cal Dive International, Inc. dated February 27, 2006. |
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.
Date: February 28, 2006
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CAL DIVE INTERNATIONAL, INC. |
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By:
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/s/ A. WADE PURSELL
A. Wade Pursell
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Senior Vice President and Chief Financial Officer |
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Index to Exhibits
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| Exhibit No. |
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Description |
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3.1
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2005 Amended and Restated Articles of Incorporation, as amended effective as of
March 6, 2006. |
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99.1
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Press Release of Cal Dive International, Inc. dated February 27, 2006. |