UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): July
27, 2006
GULFMARK
OFFSHORE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
000-22853
(Commission
file number)
76-0526032
(I.R.S.
Employer Identification No.)
|
10111
Richmond Avenue, Suite 340,
Houston,
Texas
(Address
of principal executive offices)
|
77042
(Zip
Code)
|
(713)
963-9522
(Registrant's
telephone number, including area code)
N/A
(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:
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))
Section
4 Matters
Related to Accountants and Financial Statements
Item
4.01 Changes
in Registrant's Certifying Accountant
(a) On
July
27, 2006, the partners of UHY Mann Frankfort Stein & Lipp CPAs, LLP
("UMFSL") announced that they were joining UHY LLP ("UHY"), a New York limited
liability partnership. UHY is the independent registered public accounting
firm
with which UMFSL has an affiliation. UHY is a legal entity that is separate
from
UMFSL. On July 27, 2006, UMFSL notified GulfMark Offshore Inc. (the "Company")
that it has ceased to provide audit services to the Company, and accordingly,
resigned as the independent public auditors of the Company on that
date.
None
of
the reports of UMFSL on the Company's financial statements for the past year
or
subsequent interim periods contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles, except for a going concern opinion expressing substantial
doubt about the Company's ability to continue as a going concern.
During
the most recent fiscal year of the Company and the interim period through
July
27, 2006 preceding resignation, there were no disagreements between the Company
and UMFSL on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if
not resolved to the satisfaction of UMFSL, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
The
Company has provided UMFSL with a copy of the foregoing disclosures in
conjunction with the filing of this Form 8−K. The Company requested that UMFSL
deliver to the Company a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company
in
response to Item 304(a) of Regulation S−B, and if not, stating the respects in
which it does not agree. A copy of the letter from UMFSL is filed as Exhibit
16.1 to this current report.
(b) On
July
27, 2006, the Company engaged UHY as the Company's independent public auditor
for the Company's fiscal year ending December 31, 2006 and the interim periods
prior to such year-end. During the Company's most recent fiscal year and
the
interim period through July 27, 2006, the Company has not consulted with
UHY
regarding the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, nor did the limited liability
partnership of UHY provide advice to the Company, either written or oral,
that
was an important factor considered by the Company in reaching a decision
as to
the accounting, auditing or financial reporting issue. Further, during the
Company's most recent fiscal year and the interim period through July 27,
2006,
the Company has not consulted with the limited liability partnership of UHY
on
any matter that was the subject of a disagreement or a reportable
event.
The
decision to change principal accountants was approved by the Audit Committee
of
the Company's Board of Directors.
ITEM
9.01. Financial
Statements and Exhibits
The
following exhibit is filed with this report.
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Exhibit
No.
|
Descriptions
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|
16.1
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Letter,
dated as of July 31, 2006, from UHY Mann Frankfort Stein & Lipp CPAs,
LLP to the Securities and Exchange
Commission
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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.
July
31,
2006
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GulfMark
Offshore, Inc.
(Registrant)
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| |
By:
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/s/
Edward A. Guthrie
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| |
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Executive
Vice President and
Chief
Financial Officer
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