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
February 15, 2006
(Date of earliest event reported)
Bristow Group 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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001-31617
(Commission File Number)
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72-0679819
(IRS Employer
Identification No.) |
2000 West Sam Houston Parkway South, Suite 1700,
Houston, Texas 77042
(Address of principal executive offices)
(713) 267-7600
(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:
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))
Item 1.01. Entry into a Material Definitive Agreement.
Effective February 16, 2006, Bristow Group Inc. (the “Company”) entered into an employment
agreement with Perry L. Elders, a copy of which is filed as Exhibit 10.1 to this Report. The
agreement has an initial term of two years, and, beginning on February 16, 2008, this term will be
automatically extended by successive one year periods unless either party gives appropriate notice.
Under the agreement, Mr. Elders serves as Executive Vice President and Chief Financial Officer of
the Company and reports to the President and Chief Executive Officer of the Company. The Company
will pay Mr. Elders a base salary of $350,000 and he will be eligible for a cash bonus, if he and
the Company meet certain performance targets, of up to 150% of his base salary. The Company will
also credit an annual amount equal to 15% of Mr. Elders’ annual salary and bonus to Mr. Elders
pursuant to the Company’s Deferred Compensation Plan.
Upon signing the employment agreement, Mr. Elders became entitled to receive options to
purchase 10,000 shares of the Company’s common stock with an exercise price equal to the common
stock’s closing price on the date of the grant. In addition, he will receive 10,000 Performance
Accelerated Restricted Stock Units. The Company will provide Mr. Elders with a term life insurance
policy in the amount of $500,000 payable to his designated beneficiaries. In addition, Mr. Elders
receives a car allowance of $1,500 per month. If Mr. Elders’ employment is terminated by the
Company without Cause or by him for Good Reason (as those terms are defined in the agreement) or
under certain other circumstances specified in the agreement, he will be entitled to a lump sum
cash payment calculated pursuant to a formula set forth therein, along with other benefits. The
agreement also contains change of control, confidentiality, non-competition, employee
non-solicitation and other provisions.
Item 5.02. Departures of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On February 15, 2006, the Company announced the appointment of Perry L. Elders as Executive
Vice President and Chief Financial Officer. Mr. Elders has recently served the Company as Senior
Financial Advisor as announced in the Current Report filed on December 1, 2005. Prior to joining
the Company, Mr. Elders was a Director with Sirius Solutions L.L.P., where he provided financial
consulting services to public companies, including international oilfield equipment manufacturing
and drilling companies. Prior to joining Sirius Solutions in June 2005, Mr. Elders was the Vice
President Finance and Chief Accounting Officer for Vetco International Limited, a global oilfield
equipment manufacturer and construction company. Prior to September 2003, Mr. Elders was a partner
in the Houston audit practices of Pricewaterhouse Coopers LLP and Arthur Andersen LLP. Mr. Elders
is 44 years of age.
On February 16, 2006, the Company entered into an employment agreement with Mr. Elders, its
Executive Vice President and Chief Financial Officer, the material terms of which are disclosed in
Item 1.01 of this Report.
Item 7.01. Regulation FD Disclosure.
On February 15, 2006, Bristow Group Inc. issued a press release, a copy of which has been
furnished as Exhibit 99.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit Number |
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Description of Exhibit |
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10.1
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Employment Agreement dated February 16, 2006 |
99.1
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Press Release dated February 15, 2006 |