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): November 16, 2001
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10945 95-2628227
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11911 FM 529
Houston, Texas 77041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 329-4500
Item 5. Other Events
On November 16, 2001, we entered into an amended and restated
rights agreement with EquiServe Trust Company, N.A., as rights agent, to extend
the expiration date of the plan and to make other changes to the terms of the
plan. Our board of directors originally adopted the plan on November 20, 1992.
Under the plan, each share of common stock currently includes one right to
purchase from us a unit consisting of one one-hundredth of a share of our Series
B junior participating preferred stock at an exercise price of $60.00 per unit,
subject to adjustment.
The rights are attached to all certificates representing our
currently outstanding common stock and will attach to all common stock
certificates we issue prior to the rights distribution date. The rights are not
exercisable until after the rights distribution date and will expire at the
close of business on November 16, 2011, unless we earlier redeem or exchange
them as we describe below. Prior to the amendment and restatement of the rights
agreement, the rights were scheduled to expire at the close of business on
December 4, 2002. The rights will separate from the common stock and a
distribution date would occur, except in some cases, on the earlier of:
o ten days following a public announcement that a person or
group of affiliated or associated persons (collectively, an
"acquiring person") has acquired or obtained the right to
acquire beneficial ownership of 15% or more of the outstanding
shares of our common stock; or
o ten business days following the start of a tender or exchange
offer that would result, if closed, in a person's becoming an
acquiring person.
Our board of directors may defer the rights distribution date in some
circumstances, and some inadvertent acquisitions will not result in a person
becoming an acquiring person if the person promptly divests itself of sufficient
shares of common stock.
Until the rights distribution date:
o common stock certificates, together with and in some cases the
summary of rights, will evidence the rights, and the rights
will be transferable only with those certificates;
o any new common stock will be issued with rights and new
certificates will contain a notation incorporating the rights
agreement by reference; and
o the surrender for transfer of any common stock certificate
will also constitute the transfer of the rights associated
with the stock that certificate represents.
As soon as practicable after the rights distribution date, the
rights agent will mail certificates representing the rights to holders of record
of common stock as of the close of business on that date. After the rights
distribution date, only separate rights certificates will represent the rights.
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We will not issue rights with any shares of common stock we
issue after the rights distribution date, except:
o as our board of directors otherwise may determine; and
o together with shares of common stock we issue as a result of
previously established incentive plans or convertible
securities.
A flip-in event will occur under the rights agreement when a
person becomes an acquiring person otherwise than pursuant to a permitted offer.
The rights agreement generally defines permitted offer to mean a tender or
exchange offer for all outstanding shares of common stock at a price and on
terms that a majority of the members of our board of directors who are
independent from the acquiring person or the person making the offer determines
to be fair to and otherwise in the best interests of our company and our
stockholders.
At any time until ten days after the first date of public
announcement of the occurrence of a flip-in event, we may redeem the rights in
whole, but not in part, at a redemption price of $.01 per right. The redemption
price is subject to adjustment for any stock split, stock dividend or similar
transaction occurring before the date of redemption. At our option, we may pay
that redemption price in cash, shares of common stock or any other consideration
our board of directors selects. The rights will not be exercisable after a
flip-in event until they are no longer redeemable. If our board of directors
timely orders the redemption of the rights, the rights will terminate on the
effectiveness of that action.
If a flip-in event occurs and we do not redeem the rights,
each right, other than any right that has become null and void as we describe
below, will become exercisable, at the time we no longer may redeem it, to
receive the number of shares of common stock, or, in some cases, cash, property
or other of our securities, having a current market price equal to two times the
exercise price of the right.
When a flip-in event occurs, all rights that then are, or in
some circumstances were, beneficially owned by or transferred to an acquiring
person or specified related parties will become null and void in the
circumstances the rights agreement specifies.
A flip-over event will occur under the rights agreement when,
at any time from and after the time a person becomes an acquiring person:
o we are acquired in a merger or other business combination
transaction, other than specified mergers that follow a
permitted offer of the type we describe above; or
o 50% or more of our assets, cash flow or earning power is sold
or transferred.
If a flip-over event occurs, each holder of a right, except rights that
previously have become void as we describe above, thereafter will have the right
to receive the number of shares of common stock of the acquiring company which
has a current market price equal to two times the exercise price of the right.
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The number of outstanding rights associated with a share of
common stock, the number of fractional shares of junior participating preferred
stock issuable on exercise of a right and the exercise price of the rights are
subject to adjustment in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the common stock occurring prior to the
rights distribution date. The exercise price of the rights and the number of
fractional shares of junior participating preferred stock or other securities or
property issuable on exercise of the rights also are subject to adjustment from
time to time to prevent dilution in the event of specified types of transactions
affecting the junior participating preferred stock.
With some exceptions, the rights agreement will not require us
to adjust the exercise price of the rights until cumulative adjustments amount
to at least 1% of the exercise price. It also will not require us to issue
fractional shares of junior participating preferred stock that are not integral
multiples of one one-hundredth, and, in lieu thereof, we may make a cash
adjustment based on the market price of the junior participating preferred stock
on the last trading date prior to the date of exercise. The rights agreement
reserves to us the right to require prior to the occurrence of any flip-in event
or flip-over event that, on any exercise of rights, a number of rights must be
exercised so that we will issue only whole shares of junior participating
preferred stock.
At any time after the occurrence of a flip-in event and prior
to (1) a person's becoming the beneficial owner of 50% or more of the shares of
common stock then outstanding or (2) the occurrence of a flip-over event, we
may, at our option, exchange the rights (other than rights owned by an acquiring
person or an affiliate or an associate of an acquiring person, which will have
become void), in whole or in part, at an exchange ratio of one share of common
stock, and/or other equity securities we deem to have the same value as one
share of common stock, per right, subject to adjustment.
During the time we may redeem the rights, we may, at the
direction of our board of directors, amend any of the provisions of the rights
agreement other than decreasing the redemption price or shortening the final
expiration date. Thereafter, we may amend the provisions of the rights
agreement, other than the redemption price, only as follows:
o to cure any ambiguity, defect or inconsistency;
o to make changes that do not materially adversely affect the
interests of holders of rights, excluding the interests of any
acquiring person; or
o to shorten or lengthen any time period under the rights
agreement; provided, however, that we cannot lengthen the time
period governing redemption if the rights are no longer
redeemable.
Until a right is exercised, the holder thereof, as such, will
have no rights to vote or receive dividends or any other rights as a
stockholder.
The rights may have anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire us without
the approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us
even if such acquisition may be favorable to the interests of our
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stockholders. Because our board of directors can redeem the rights or approve a
permitted offer, the rights should not interfere with a merger or other business
combination approved by our board of directors.
Investors should read the rights agreement for more details
regarding the provisions we describe above. We have filed a copy of the rights
agreement with the Securities and Exchange Commission as an exhibit to this
report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1. Rights Agreement dated as of November 16, 2001 between
Oceaneering International, Inc. and EquiServe Trust Company,
N.A., as Rights Agent, which includes as Exhibit A the form of
Certificate of Designations of Series B Junior Participating
Preferred Stock setting forth the terms of the Preferred
Stock, as Exhibit B the form of Rights Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Stock.
Pursuant to the rights agreement, rights certificates will not
be mailed until after the distribution date (as defined in the
rights agreement).
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SIGNATURE
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.
OCEANEERING INTERNATIONAL, INC.
Date: November 20, 2001 By: /s/ T. JAY COLLINS
-------------------------------------
T. Jay Collins
President
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INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Rights Agreement dated as of November 16, 2001 between Oceaneering
International, Inc. and EquiServe Trust Company, N.A., as Rights
Agent, which includes as Exhibit A the form of Certificate of
Designations of Series B Junior Participating Preferred Stock
setting forth the terms of the Preferred Stock, as Exhibit B the
form of Rights Certificate and as Exhibit C the Summary of Rights
to Purchase Preferred Stock. Pursuant to the rights agreement,
rights certificates will not be mailed until after the
distribution date (as defined in the rights agreement).
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