UNITED STATES
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): October 16, 2007
SUPERIOR OFFSHORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-33412
(Commission
File Number)
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72-1264943
(I.R.S. Employer
Identification No.) |
717 Texas Avenue, Suite 3150
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 910-1875
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
On October 18, 2007, Superior Offshore International, Inc. (the “Company”) entered into an
Agreement and Plan of Merger (the “Agreement”) with Ocean Flow International, L.L.C. (“Ocean Flow”)
pursuant to which the Company agreed to acquire, through a wholly owned subsidiary, all of the
outstanding membership interests of Ocean Flow (the “Merger”). Ocean Flow is a privately
held deepwater subsea project engineering and management services firm based in Houston.
The consideration for the Merger consists of 1,283,587 shares of common stock of the Company,
which will be issued pursuant to an exemption from registration under Section 4(2) under the
Securities Act of 1933, as amended.
The Agreement contains customary representations, warranties and covenants. The Merger is
scheduled to close by the end of November 2007 and is subject to customary conditions, including,
among others, the following: (1) the accuracy of the representations and warranties of each party;
(2) obtaining certain consents and approvals; and (3) the absence of any material adverse change in
the business, condition, prospects, properties or results of operations of Ocean Flow. The
Agreement contains customary termination rights.
This report contains only a summary of certain provisions of the Agreement. The summary does
not purport to be a complete summary of the Agreement and is qualified in its entirety by reference
to the Agreement, which is filed as an exhibit hereto. The representations, warranties and
covenants contained in the Agreement were made only for purposes of that agreement and as of
specific dates, were solely for the benefit of the parties to that agreement, and may be subject to
limitations agreed by the contracting parties, including being qualified by disclosures exchanged
between the parties in connection with the execution of the agreement. The representations and
warranties may have been made for the purposes of allocating contractual risk between the parties
to the Agreement instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors.
Accordingly, they should not be relied upon by investors as statements of factual information.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 16, 2007, the Compensation Committee of the Board of Directors of the Company, in
connection with its review of the base salaries of certain executive officers, recommended to the
Board of Directors that the annual base salary of James J. Mermis, the Company’s Chief Executive
Officer and President, be increased to $750,000, and that the annual base salary of Roger D. Burks,
the Company’s Executive Vice President and Chief Financial Officer, be increased to $600,000. The
Board of Directors accepted the recommendation and approved the new annual base salaries for these
executives on October 16, 2007. The new annual base salaries for these executives are effective as
of October 1, 2007, and are expected to remain unchanged through the end of 2008.