- Amended Current report filing (8-K/A)
October 28 2010 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported)
:
October 22, 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
2.02
Results
of Operations and Financial Condition.
The
following information is being provided under Form 8-K, Item 2.02, and should
not be deemed incorporated by reference by any general statement incorporating
by reference this Current Report into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that the
Registrant specifically incorporates this information by reference, and none of
this information should be deemed filed under such acts.
The information set
forth in Item 2.06 below is incorporated by reference herein.
Item
2.06
Material
Impairments.
On October 19, 2010, Cal Dive International, Inc., a Delaware
corporation (Cal Dive or the Company), filed a Current Report on Form 8-K
(the Original 8-K) reporting that the Company expects to record for the third
quarter 2010 non-cash, pre-tax impairment charges related to all or
substantially all of the Companys goodwill and the potential write-down of four
idle construction barges. At the time the Original 8-K was filed, the
Company was unable in good faith to make a determination of an estimate of the
amount or range of amounts of these prospective impairment charges. The
Company is filing this Form 8-K/A to amend the Original 8-K to update the
disclosure therein under Item 2.06.
On
October 22, 2010, based on its interim impairment analysis, the Company
determined that it will record $292.5 million of pre-tax goodwill impairment
charges related to all of the Companys goodwill. The Company also
determined that it will record $23.2 million of pre-tax fixed asset impairment
charges related to the four idle construction barges, resulting from the
uncertain outlook regarding their future utilization. These
impairment charges will be reflected in the Companys
financial statements as of and for the fiscal quarter ending September 30, 2010.
CAUTIONARY STATEMENT
Certain
statements in this Current Report on Form 8-K may include forward-looking
statements that are generally identifiable through our use of words such as
believe, expect, anticipate, intend, plan, estimate, project and
similar expressions and include any statements that we make regarding our
earnings expectations. The forward-looking statements speak only as of the
date of Current Report on Form 8-K, and the Company undertakes no obligation to
update or revise such statements to reflect new information or events as they
occur. Actual future results may differ materially due to a variety of
factors, including current economic and financial market conditions, changes in
commodity prices for natural gas and oil and in the level of offshore
exploration, development and production activity in the oil and natural gas
industry, the impact on the market and regulatory environment in the U.S. Gulf
of Mexico resulting from the Macondo well blowout, the Companys inability to
obtain contracts with favorable pricing terms if there is a downturn in its
business cycle, intense competition in its industry, the operational risks
inherent in its business, and other risks detailed in Cal Dives Annual Report
on Form 10-K.
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:
October 28, 2010
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