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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): May 2, 2005

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)
         
Minnesota
(State or other jurisdiction
of incorporation) 		  000-22739
(Commission File Number) 		  95-3409686
(IRS Employer Identification No.)
     
400 N. Sam Houston Parkway E.,
Suite 400
Houston, Texas
(Address of principal executive offices) 		  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):

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

The Form 8-K filed by registrant on May 4, 2005, contained an incorrect Exhibit 10.1. Item 9.01 is being amended to include the correct exhibit. Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 8-K/A contains the complete text of Item 9.01. Attached hereto as Exhibit 10.1 is the correct Amended and Restated Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C., as Sellers, as of May 2, 2005.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits
     
Number   Description
10.1
  Amended and Restated Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C., as Sellers, as of May 2, 2005.

 

 

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.

Date: May 6, 2005

         
  CAL DIVE INTERNATIONAL, INC.
 		  
  By:   /s/ A. WADE PURSELL    
    A. Wade Pursell   
    Senior Vice President and Chief Financial Officer   
 

 

 

Index to Exhibits

     
Exhibit No.   Description
10.1
  Amended and Restated Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C., as Sellers, as of May 2, 2005.