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): April 16, 2010
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33402
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72-1252405
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas
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77380
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(713) 780-9926
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
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Entry Into a Material Definitive Agreement
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(a) On April 23, 2010, Trico Marine Services, Inc. (the “Company” or “Trico”) entered into the
Eleventh Amendment to Credit Agreement (the “Eleventh Amendment”) by and among Trico, as borrower,
Trico Marine Assets, Inc., a Delaware corporation, and Trico Marine Operators, Inc., a Louisiana
corporation, as guarantors, Nordea Bank Norge ASA, Cayman Islands Branch, as a lender, and Nordea
Bank Finland plc, New York Branch (“Nordea”), as administrative agent. The Eleventh Amendment
amends the Amended and Restated Credit Agreement dated as of August 29, 2008, as amended (the
“Credit Agreement”), to provide that Trico and its subsidiaries may make cash capital contributions
and/or loans to joint ventures and other Trico subsidiaries with the written consent of Nordea,
provided that no written consent is necessary if the ultimate recipient of the proceeds is a Credit Party
to the Credit agreement or to the Trico Shipping Working Capital Facility (as defined below).
The preceding description of the Eleventh Amendment does not purport to be complete and is
qualified in its entirety by reference to the copy of the Eleventh Amendment filed as Exhibit 10.1
to this report, which is incorporated herein by reference.
Relationships
Nordea serves as administrative agent, book runner and joint lead arranger under a credit
agreement providing for up to $26,000,000 in revolving loans for which Trico Shipping AS, a
Norwegian limited company and indirect wholly owned subsidiary of Trico, is the borrower (the
“Trico Shipping Working Capital Facility”).
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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(c)
Appointment of Chief Accounting Officer
. On April 27, 2010, the Company announced
that, effective April 16, 2010, Jeff Favret, age 49, was appointed Chief Accounting Officer of the
Company. Mr. Favret’s base salary is $220,000.
Mr. Favret was previously employed by Postlethwaite & Netterville, an accounting and business
advisory firm, as a senior manager between August 2007 and April 2009. He was promoted to partner
in April 2009. Prior to joining Postlethwaite & Netterville, Mr. Favret was a senior manager with
Ernst & Young, where he was employed since January 1995. Over the last eight years with Ernst &
Young and Postlethwaite & Netterville, Mr. Favret primarily participated in audit activity for
clients in the energy, oilfield services, manufacturing and construction industries. Mr. Favret
also participated in several international energy and construction client audit engagements over
the last eight years.
Letter Agreement (“Letter Agreement”) with Mr. Favret
. On April 16, 2010, Mr. Favret
entered into the Letter Agreement with the Company. Pursuant to the Letter Agreement, if Mr.
Favret’s employment is (i) terminated in connection with, based upon, or within 12 months after, a
Change in Control (as defined in the Letter Agreement) or (ii) based upon, or within 12 months
after, a Change in Control (as defined in the Letter Agreement), there has been a significant
reduction in the nature or scope of Mr. Favret’s duties and responsibilities or the assignment to
Mr. Favret of duties and responsibilities that are materially inconsistent with the position of
Chief Accounting Officer, then the Company shall provide Mr. Favret a lump sum cash payment equal
to the sum of 3 times Favret’s annual base salary at the rate in effect under the Favret Letter
Agreement on the date of termination (or, if higher, Mr. Favret’s annual base salary in effect
immediately prior to the Change in Control).
Annual Incentive Plan Participation for Mr. Favret
. For the fiscal year ending
December 31, 2010 (the “2010 Fiscal Year”), Mr. Favret will participate in the Company’s Annual
Incentive Plan (the “Incentive Plan”). The Incentive Plan will make Mr. Favret eligible for bonus
payments based upon achieving target performance levels. The payout multiples and target mix and
weighting of the performance goals under the Incentive Plan for Mr. Favret as Chief Accounting
Officer for the 2010 Fiscal Year will be as follows:
Payout Multiples
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Threshold Incentive Compensation (% of base salary)
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20
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%
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Target Incentive Compensation (% of base salary)
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40
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%
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Maximum Incentive Compensation (% of base salary)
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80
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%
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Performance Measures
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Safety
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45
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%
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Corporate EBITDA
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30
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%
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Individual
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25
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%
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