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) March 24 , 2005 (March 23, 2005) -------------------------------- TODCO (Exact name of registrant as specified in its charter) Delaware 1-31983 76-0544217 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2000 W. Sam Houston Parkway South, Suite 800, Houston, Texas 77042-3615 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 278-6000 --------------- (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 (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c)) ITEM 5.02(b) Departure of Director On March 23, 2005, Mr. Robert L. Long resigned as a Director of TODCO (the "Company"). Mr. Long, an officer and employee of Transocean Inc. ("Transocean") resigned as a Director in anticipation of a further reduction of Transocean's ownership of TODCO Common Stock, it is expected that the Company's Board of Directors will appoint a director to replace Mr. Long in the second quarter of 2005, pursuant to Section 3 of Article III of the Company's amended and restated bylaws. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TODCO By: /s/ Randall A. Stafford ------------------------ Randall A. Stafford Vice President & General Counsel Dated: March 24, 2005