GulfMark Offshore, Inc. 8-K dated 3/22/2007
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
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Date
of
Report (Date of earliest event reported): March
22, 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))
ITEM
1.01. Entry
into a Material Definitive Agreement
The
information included in Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 of this Current Report on Form
8-K.
ITEM
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
March
21, 2007, the Board of Directors of GulfMark Offshore, Inc. (the “Company”)
elected Rex C. Ross as a director of the Company, with such election to be
effective as of March 21, 2007. The Board of Directors voted to increase its
size so that after the election of Mr. Ross, the Board of Directors has nine
members.
There
is
no arrangement or understanding between Mr. Ross and any other person pursuant
to which Mr. Ross was elected as a director of the Company. There are no
transactions in which Mr. Ross has an interest requiring disclosure under Item
404(a) of Regulation S-K.
Pursuant
to the terms of the Company’s 2005 Non-Employee Director Share Incentive Plan,
Mr. Ross was awarded 3,500 shares of Common Stock as a restricted stock award.
The restricted stock award is subject to agreement between the Company and
Mr.
Ross, which contain provisions relating to restrictions on transfer. A copy
of
the form of restricted stock award agreement relating to the restricted stock
awarded to Mr. Ross and a copy of the press release issued by the Company in
connection with the election of Mr. Ross to the Company’s Board of Directors are
attached hereto as Exhibits 10.1 and 99.1, respectively.
In
accordance with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1955, the Company notes that certain statements set forth in
this
Current Report on Form 8-K involve known and unknown risk, uncertainties and
other factors. Among the factors that could cause actual results to differ
materially are: price of oil and gas and their effect on industry conditions;
industry volatility; fluctuations in the size of the offshore marine vessel
fleet in areas where the Company operates; changes in competitive factors;
delay
or cost overruns on construction projects and other material factors that are
described from time to time in the Company’s filing with SEC. Consequently, the
forward-looking statements contained herein should not be regarded as
representations that the projected outcomes can or will be achieved. A list
of
additional risk factors can be found in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2006, filed with the Securities and Exchange
Commission.
ITEM
9.01. Exhibits
|
Exhibit
No.
|
Descriptions
|
|
10.1
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Form
of Restricted Stock Award Agreement
|
|
99.1
|
Press
Release of GulfMark Offshore, Inc. dated March 22,
2007
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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.
March
22,
2007
| |
GulfMark
Offshore, Inc.
(Registrant)
|
| |
By:
|
/s/
Edward A. Guthrie
|
| |
|
Executive
Vice President and
Chief
Financial Officer
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