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): October 22, 2008 (October 16, 2008)
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charters)
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| Louisiana
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0-21086
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72-1212563 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| Incorporation or Organization) |
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| 8000 Global Drive
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70665 |
| P.O. Box 442, Sulphur, LA
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70664-0442 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, including Area Code: (337) 583-5000
(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):
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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)) |
Item 2.02 Results of Operations and Financial Condition
In a press release issued Thursday, October 16, 2008, Global Industries, Ltd. (the
“Company”) announced that it expects to report a third quarter 2008 net loss of
approximately 45 cents to 50 cents per diluted share. The Company continued to experience
significant adverse impacts on gross profits during the quarter on certain Middle East projects due
to productivity and logistical issues. Lower than expected revenues also contributed to the third
quarter earnings shortfall, as did lower than expected vessel utilization in North America.
A copy of the press release announcing updated guidance for the quarter ended September 30,
2008 is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On October 16, 2008, B.K. Chin resigned from his positions as Chairman of the Board of
Directors, Chief Executive Officer of the Company and as a director of the Company, effective on
October 16, 2008.
In connection with Mr. Chin’s resignation, John A. Clerico, 67, was elected Chairman of the
Board and appointed interim Chief Executive Officer of the Company effective October 16, 2008. Mr.
Clerico has been a member of the Company’s Board since February 2006 and is the Chairman of
Chartmark Investments, Inc., a company he founded in 2001. Mr. Clerico previously served as
Executive Vice President and Chief Financial Officer of Praxair, Inc. From 1999-2000, Mr. Clerico
was a member of the Office of the Chairman at Praxair and also had leadership responsibility for
the company’s operations in Europe and South America. Prior to that, Mr. Clerico was an executive
with Union Carbide Company where he served as Treasurer and Chief Financial Officer. Mr. Clerico
will serve as interim Chief Executive Officer until the Board completes its search for a permanent
Chief Executive Officer.
In connection with Mr. Chin’s resignation, the Company entered into a Resignation and Release
Agreement with Mr. Chin dated October 16, 2008. The agreement, together with Mr. Chin’s executive
employment agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1
to its Current Report on Form 8-K filed on September 22, 2006), provides, among other things,
that: (i) Mr. Chin will receive a cash severance payment of $2,717,000 (an amount equal to twice
his current base salary and current year bonus assuming target level performance as provided in his
employment agreement) plus $140,000 (which is being provided in lieu of continuing medical
insurance coverage), which severance pay is payable in two installments: one in the fourth quarter
of 2008 and one in the second quarter of 2009; (ii) vesting on all unvested stock options held by
Mr. Chin (representing 175,001 shares) will be accelerated and the period during which the options
are exercisable for all stock options held by Mr. Chin (representing 275,000 shares) will be
extended for the remaining portion of the original grant; (iii) all restricted stock awards held by
Mr. Chin (which represent 188,334 shares) will vest and all forfeiture restrictions will lapse; and
(iv) all performance unit awards previously granted to Mr. Chin will remain outstanding and will be
paid if earned at the end of the relevant performance cycle in accordance with their terms as if
Mr. Chin had remained an employee of the Company throughout the relevant performance cycle.
The agreement also provides that Mr. Chin will serve as a consultant to the Company and remain
available to the Company for up to 180 days after his resignation. For his consulting services,
Mr. Chin will be paid monthly based on his base salary level at the time of his resignation
($59,585 per month). He will not be entitled to participate in any employee benefits, including
year-end bonus plans. The agreement also provides that Mr. Chin will comply with non-competition,
non-solicitation and other covenants contained in his employment agreement but that such
obligations will expire at the end of the consulting period.
The foregoing description of the Resignation and Release Agreement does not purport to be
complete and is qualified in its entirety by reference to the agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
In connection with Mr. Clerico’s appointment as Chairman of the Board and interim Chief
Executive Officer, Mr. Clerico was awarded a restricted stock grant for 143,885 shares of the
Company’s common stock (valued at $600,000 based upon the closing price of the common stock on
October 17, 2008). The restricted stock award was approved by the Compensation Committee of the
Board and issued under the Company’s 2005 Equity Incentive Plan which has previously been approved
by the Company’s shareholders. So long as Mr. Clerico serves as interim Chief Executive Officer,
he will forego his regular outside director compensation.
A copy of the press release announcing Mr. Chin’s resignation and the appointment of Mr.
Clerico is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its
entirety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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10.1 |
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Resignation and Release Agreement between B.K. Chin and the
Company dated October 16, 2008. |
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99.1 |
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Press release dated October 16, 2008 updating guidance for the
quarter ended September 30, 2008, announcing the resignation of B.K. Chin as
Chairman and CEO and the appointment of John A. Clerico as Chairman and interim
CEO. |