- Current report filing (8-K)
September 16 2010 - 10:54AM
Edgar (US Regulatory)
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)
:
September
10, 2010
Cal
Dive International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-33206
(Commission File Number)
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61-1500501
(IRS Employer Identification
No.)
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2500 CityWest Boulevard, Suite 2200
Houston,
Texas
(Address of principal
executive offices)
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77042
(Zip
Code)
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(713) 361-2600
(Registrants telephone number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the
following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Elimination of Gross Up Protections.
On September 10, 2010, the Compensation Committee of the Board of
Directors (the Committee) of Cal Dive International, Inc. (the Company)
approved amendments to the existing Severance and Change of Control Agreements
(the Agreements) with the following executive officers: Quinn J. Hébert, Scott
T. Naughton and Lisa M. Buchanan. In line with the Companys strategy for
new severance agreements, the amended Agreements, which are effective
immediately, do not require the Company to pay executive officers a tax gross up
payment should the total severance amount trigger an excise tax under Internal
Revenue Code Section 4999. Instead, the severance payments will be reduced
to a level that does not trigger an excise tax if the net after-tax benefit of
such reduction exceeds the net after-tax benefit if such reduction is not made
(a best-net approach). This description of the amendment is qualified in
its entirety by the terms of Amendment No. 2 to Severance and Change of Control
Agreement, the form of which is attached as Exhibit 10.1 and is incorporated
herein by reference.
Item 8.01
Other Events.
Elimination of Gross Up Protections for Senior Leadership
Team Members.
On September 10, 2010, the Committee adopted a new
form of Severance and Change of Control Agreement applicable to the
non-executive members of its senior leadership team. This new form, which
eliminates the excise tax gross up provisions and implements a best-net
approach, will replace the current Severance and Change of Control Agreements
upon their expiration on December 31, 2010. In addition, the Committee
amended and restated the Change of Control Severance Plan applicable to the
senior leadership team members who do not have individual agreements to remove
the excise tax gross up provisions and implement a best-net approach.
Amendment of Stock Ownership Guidelines.
The
Committee previously adopted minimum stock ownership guidelines to increase the
alignment of the Companys executive officers financial interests with those of
its shareholders. On September 10, 2010, the Committee amended the Stock
Ownership Guidelines to require that the Companys president and chief executive
officer accumulate over a five-year period shares of the Companys common stock
worth six times his annual base salary, instead of five times as previously
required.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
exhibit to this current report on Form 8-K is listed in the Exhibit Index, which
appears at the end of this report and is incorporated herein by reference.
2
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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CAL DIVE
INTERNATIONAL, INC.
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By:
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/s/ Lisa M. Buchanan
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Lisa M. Buchanan
Executive Vice President,
General
Counsel and Secretary
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Date:
September 16, 2010
3
Cal
Dive International, Inc.
Exhibit Index
Exhibit
Number
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10.1
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Form of Amendment No. 2 to Severance and Change of Control
Agreement, dated as of September 10, 2010, by and between Cal Dive
International, Inc. and each of Quinn J. Hébert, Scott T. Naughton and
Lisa M. Buchanan.
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4
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