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 25, 2006
Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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001-32936
(Commission File Number)
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95-3409686
(IRS Employer Identification No.) |
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400 N. Sam Houston Parkway E., Suite 400
Houston, Texas
(Address of principal executive offices)
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77060
(Zip Code) |
281-618-0400
(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 (see General
Instruction A.2. below):
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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)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of October 1, 2006, the Board of Directors of Helix Energy Solutions Group, Inc.
(the “Company”) has adopted the amendment and restatement of the following sections of the
Company’s Second Amended and Restated By-Laws to provide for a change in the title of “Chairman” to
“Executive Chairman” and to provide that the duties of the officers shall be prescribed from time
to time by the Board of Directors or the Executive Chairman (instead of the Board of Directors or
Chief Executive Officer as previously provided):
(i) "Section 5.06. Duties. The officers of the Corporation including, without
limitation, the Executive Chairman, Vice Chairman, Chief Executive Officer, President, Chief
Operating Officer, Executive and Senior Vice Presidents, Vice Presidents, Secretary, Treasurer, and
Assistant Secretaries and Assistant Treasurer, if any, shall perform such duties as are from time
to time prescribed by the Board of Directors or the Executive Chairman (excepting the Executive
Chairman who shall report directly to the Board of Directors).”
(ii) "Section 6.01. Certificates. The shares of the Corporation may be certificated
or uncertificated, as provided under Minnesota law. Certificates shall be approved by the Board of
Directors and signed by any two (2) of the Executive Chairman, President, Chief Financial Officer
or Corporate Secretary. Each certificate shall state the name of the Corporation, that the
Corporation is incorporated in Minnesota, the name of the person to whom it is issued, the number
and class or series of shares represented thereby, the date of issue, the par value of such shares,
if any, and may contain such other provisions as the Board may designate. Any or all of the
signatures on the certificate may be a facsimile.”
A copy of the Second Amended and Restated By-Laws, as amended, are attached hereto as Exhibit
3.1.
In addition, also effective as of October 1, 2006, the Board of Directors appointed Owen Kratz
to the office of Executive Chairman and Martin R. Ferron to the offices of President and Chief
Executive Officer. Mr. Kratz will remain the Company’s principal executive officer (as
contemplated by Rule 15d-14 of the Rules and Regulations promulgated pursuant to the Securities
Exchange Act of 1934).
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is the press release issued by
the Company on September 25, 2006 announcing the appointment of Owen Kratz to the office of
Executive Chairman and Martin Ferron to the offices of President and Chief Executive Officer. This
press release is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 and is not incorporated by reference into any Securities Act registration statements.