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): September 13, 2005
Cal Dive International, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Minnesota
(State or other jurisdiction
of incorporation)
|
|
0-22739
(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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 13, 2005, the Board of Directors of the Company adopted the amendment and
restatement of the following sections of the Company’s Second Amended and Restated By-Laws to
provide for uncertificated shares of the Company’s stock:
(i) “Section 6.01. Certificates. The shares of the Corporation may be certificated or
uncertificated, as provided under Minnesota law. Certificates shall be approved by the Board of
Directors and signed by any two (2) of the Chairman, President, Chief Financial Officer or
Corporate Secretary. Each certificate shall state the name of the Corporation, that the Corporation
is incorporated in Minnesota, the name of the person to whom it is issued, the number and class or
series of shares represented thereby, the date of issue, the par value of such shares, if any, and
may contain such other provisions as the Board may designate. Any or all of the signatures on the
certificate may be a facsimile.”
(ii) “Section 6.03. Transfer of Shares. The shares of the Corporation shall be assignable and
transferable only on the books and records of the Corporation on behalf of the registered owner, or
his duly authorized attorney, and, in the case of stock represented by a certificate, upon
surrender of the certificate duly and properly endorsed together with proper evidence of authority
to transfer. The Corporation may issue a new certificate for the shares surrendered to the person
or persons entitled thereto.”
These provisions will be first implemented in connection with the payment of the two-for-one
split of the Company’s common stock to be paid on or about December 8, 2005, to owners of record as
of the close of business December 1, 2005.
A copy of the Second Amended and Restated By-Laws, as amended, are attached hereto as Exhibit
3.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| |
|
|
| Number |
|
Description |
3.1
|
|
Second Amended and Restated By-Laws of Cal Dive International, Inc., as
amended. |