8-K/A GulfMark Offshore, Inc. 01/30/2007
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
----------------------------------------------
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
----------------------------------------------
Date
of
Report (Date of earliest event reported): January
26, 2007
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))
Explanatory
Note: This amended current report on Form 8-K is filed to correct the date
of
the events described herein.
Item
5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.
On
January 26, 2007, the Board of Directors of GulfMark Offshore approved
employment agreements effective as of December 31, 2006, between GM Offshore,
Inc., a wholly-owned subsidiary of GulfMark Offshore, Inc., and each of Bruce
A.
Streeter, Edward A. Guthrie, and John E. Leech. These new agreements replaced
existing agreements which each of Mr. Streeter, Mr. Guthrie and Mr. Leech.
The
terms
of Mr. Streeter’s employment agreement provide that he shall receive an annual
base salary of $400,000 and is for a one year term as President.
The
terms
of Mr. Guthrie’s employment agreement provide that he shall receive an annual
base salary of $275,000 and is for a one year term as Executive Vice
President-Finance and Chief Financial Officer
The
terms
of Mr. Leech’s employment agreement provide that he shall receive an annual base
salary of $275,000 and is for a one year term as Executive Vice
President-Operations.
Each
of
the employment agreements has standard change of control provisions and is
automatically renewed for a one year term, unless notice is given by either
party. If the employment of Mr. Streeter is terminated during a change of
control period, he will be entitled to receive a payment equal to two-and-a-half
times his annual base salary as then in effect plus the prior year’s annual
bonus, and all stock options and restricted stock not then vested or
exercisable, as the case may be, shall immediately vest and become fully
exercisable. If the employment of Mr. Guthrie or Mr. Leech is terminated during
a change of control period, he will be entitled to receive a payment equal
to
two times his annual base salary as then in effect plus the prior year’s annual
bonus, and all stock options and restricted stock not then vested or
exercisable, as the case may be, shall immediately vest and become fully
exercisable.
On
January 23, 2007, the Compensation Committee of GulfMark’s Board of Directors
considered GulfMark’s fiscal year 2006 performance and the incentive criteria
established for fiscal year 2006 by the Board of Directors as well as GulfMark’s
long term incentive philosophy. Based on that review, the Compensation Committee
made recommendations to GulfMark’s Board of Directors regarding the award of
bonuses and long term incentives in the form of restricted stock to each of
Mr.
Streeter, Mr. Guthrie and Mr. Leech. On January 26, 2007, the Board of Directors
approved the recommended bonuses and restricted stock awards as
follows:
| |
Bonus
|
Restricted
Stock Award of Company Common Stock
|
|
Bruce
A. Streeter
|
$612,000
|
36,542
shares
|
|
Edward
A. Guthrie
|
$371,000
|
20,877
shares
|
|
John
E. Leech
|
$371,000
|
20,642
shares
|
Additionally,
on January 23, 2007, the Compensation Committee of GulfMark’s Board of Directors
considered and recommended an increase in the annual base salaries of Mr.
Streeter, Mr. Guthrie, and Mr. Leech to $500,000, $285,000 and $285,000,
respectively. The increase was also approved on January 26, 2007 by the Board
of
Directors.
Item
9.01 - Financial Statements and Exhibits
The
following exhibits are filed with this report.
|
Exhibit
No.
|
Descriptions
|
|
10.1
|
Employment
Agreement of Bruce A. Streeter executed January 26, 2007, but effective
as
of December 31, 2006 (incorporated by reference to our current report
on
Form 8-K filed January 29, 2007).
|
|
10.2
|
Employment
Agreement of Edward A. Guthrie executed January 26, 2007, but effective
as
of December 31, 2006 (incorporated by reference to our current report
on
Form 8-K filed January 29, 2007).
|
|
10.3
|
Employment
Agreement of John E. Leech executed January 26, 2007, but effective
as of
December 31, 2006 (incorporated by reference to our current report
on Form
8-K filed January 29, 2007).
|
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.
GULFMARK
OFFSHORE, INC.
By: /s/
Edward A. Guthrie
Name: Edward
A.
Guthrie
Title:
Executive Vice President - Finance
Date:
January 30, 2007