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:
January 31, 2006
(DATE OF EARLIEST EVENT REPORTED)
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-11516
(Commission File No.)
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75-2369148
(IRS Employer Identification Number) |
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8201 PRESTON ROAD — SUITE 600
Dallas, Texas
(Address of principal executive offices)
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75225-6211
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(214) 210-2650
Registrant’s Telephone Number Including Area Code
(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 (see General Instruction A.2. below):
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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)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Executive Officer Compensation
By resolution at its January 20, 2006 meeting, the Compensation Committee of the Board of
Directors approved Remington’s 2005 performance bonus pool in a total amount of approximately $1.8
million. The Board of Directors approved the 2005 performance bonus pool by a unanimous vote at
its January 22, 2006 special meeting relating to the proposed merger between Remington and a wholly
owned subsidiary of Cal Dive International, Inc. On January 31, 2006, based on the recommendations
of Mr. James A. Watt, Chairman and Chief Executive Officer of Remington, and in accordance with the
Compensation Committee Charter, the following performance bonuses, under the 2005 performance bonus
pool, were awarded to named executive officers other than Mr. Watt:
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Murphy, Robert |
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President/COO |
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240,000 |
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Cox, Greg |
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Sr. Vice President/Exploration |
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$96,000 |
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Smith, Frank |
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Sr. Vice President/Finance |
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$73,600 |
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Craig, Steve |
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Sr. Vice President |
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$73,200 |
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Forward-Looking Statements
Statements in this report regarding the proposed merger between Remington and Cal Dive, the
expected timetable for completing the transaction, financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and any other
statements about Remington or Cal Dive managements’ future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any
statements that are not statements of historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be
considered to be forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such forward-looking
statements, including: stockholders could not vote to approve the transaction; regulatory approvals
might not be obtained; the ability to consummate the transaction; and the other factors described
in Remington’s and Cal Dive’s respective Annual Reports on Form 10-K for the year ended December
31, 2004 and the companies’ most recent quarterly reports filed with the SEC. Remington disclaims
any intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this report.
Additional Information
Remington and Cal Dive will file a proxy statement/prospectus and other relevant documents
concerning the proposed merger transaction with the Securities and Exchange Commission (“SEC”).
Investors are urged to read the proxy statement/prospectus when it becomes available and any other
relevant documents filed with the SEC because they will contain important information. You will be
able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov.
In addition, you may obtain documents filed with the SEC by Remington free of charge by requesting
them in writing from Remington or by telephone at (214) 210-2650. You may obtain documents filed
with the SEC by Cal Dive free of charge by requesting them in writing from Cal Dive at 400 N. Sam
Houston Parkway E., Suite 400, Houston, Texas 77060, or by telephone at (281) 618-0400.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING THE PROPOSED TRANSACTION WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Remington and Cal Dive, and their respective directors and executive officers, may be deemed
to be participants in the solicitation of proxies from the stockholders of Remington in connection
with the merger. Information about the directors and executive officers of Remington and their
ownership of Remington stock is set forth in the proxy statement for Remington’s 2005 Annual
Meeting of Stockholders. Information about the directors and executive officers of Cal Dive and
their ownership of Cal Dive stock is set forth in the proxy statement for Cal Dive’s 2005 Annual
Meeting of Shareholders. Investors may obtain additional information regarding the interests of
such participants by reading the proxy statement/prospectus when it becomes available.