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): October 15, 2007
McDERMOTT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 001-08430 72-0593134
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 N. Eldridge Parkway, Houston, Texas 77079
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (281) 870-5901
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note: Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form
8-K/A is filed to amend the Current Report on Form 8-K of McDermott
International, Inc. dated October 15, 2007 to reflect an award of Performance
Shares which had not been determined at the time of the original filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Mr. Dennis S. Baldwin was appointed as Vice President and Chief Accounting
Officer of McDermott International, Inc. ("McDermott"), effective as of October
15, 2007. Mr. Baldwin is 46 years of age. Prior to joining McDermott, Mr.
Baldwin served as the Chief Accounting Officer of Integrated Electrical
Services, Inc., a national electrical contracting company, since February 2007,
as Vice President and Corporate Controller of Veritas DGC, Inc., a seismic
company which provides geophysical services to the petroleum industry, from 2005
to 2007, and as Vice President and Corporate Controller of Universal Compression
Holdings, Inc., a company providing gas compression services to the domestic and
international natural gas industry, from 2002 to 2005. A copy of the press
release announcing Mr. Baldwin's appointment is attached as Exhibit 99.1.
In connection with his appointment as Vice President and Chief
Accounting Officer, Mr. Baldwin is eligible to participate in McDermott's
Executive Incentive Compensation Plan and his 2007 award under that plan is
subject to a minimum payment of $100,000. Additionally, on November 9, 2007, the
Compensation Committee of the McDermott's Board of Directors granted Mr. Baldwin
10,000 shares of performance shares under McDermott's 2001 Directors and
Officers Long-Term Incentive Plan (the "2001 Plan"). A copy of the form of
agreement for grants of performance shares under the 2001 Plan has been
previously filed as Exhibit 10.1 to McDermott's Current Report on Form 8-K dated
April 30, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated October 18, 2007
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 thereunto duly authorized.
McDERMOTT INTERNATIONAL, INC.
By: /s/Dennis S. Baldwin
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Dennis S. Baldwin
Vice President and Chief Accounting Officer
November 9, 2007