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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): November 21, 2005
Cal Dive International, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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000-22739
(Commission File Number)
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95-3409686
(IRS Employer Identification No.) |
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400 N. Sam Houston Parkway E., Suite 400
Houston, Texas
(Address of principal executive offices)
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77060
(Zip Code) |
281-618-0400
(Registrants 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):
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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)) |
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Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 and incorporated by reference herein is the press release issued by Cal
Dive International, Inc. (the Company) on November 21, 2005, announcing that it had declared a
two-for-one split of the Companys common stock. This Exhibit 99.1 is not deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by
reference into any Securities Act registration statements.
Item 8.01 Other Events
On November 21, 2005, the Company announced that it had declared a two-for-one split of the
Companys common stock to be paid on or about December 8,
2005, to owners of record as of the close of
business December 1, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Cal Dive International, Inc. dated November 21, 2005.
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Cal Dive International, Inc.
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.
Date: November 21, 2005
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Cal Dive International, Inc.
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By: |
/S/ A. WADE PURSELL
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A. Wade Pursell |
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Senior Vice President and
Chief Financial Officer |
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Index to Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release of Cal Dive International, Inc. dated November
21, 2005. |
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exv99w1
Exhibit 99.1
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PRESSRELEASE |
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www.caldive.com |
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Cal Dive International, Inc. 400 N. Sam Houston Parkway E., Suite 400 Houston, TX 77060-3500 281-618-0400 fax: 281-618-0505 |
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For Immediate Release
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05-033 |
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Contact: Wade Pursell |
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Date: November 21, 2005
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Title: Chief Financial Officer |
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Cal Dive Announces Stock Split
HOUSTON, TX On November 21, 2005, The Board of Directors of Cal Dive International, Inc.
(Nasdaq: CDIS) declared a two-for-one split of the Companys common stock. Holders of record as of
the close of business on December 1, 2005 will be entitled to one additional common share for each
common share held on that date. The Companys transfer agent, Wells Fargo Shareowner Services,
will distribute the shares on or about December 8, 2005.
Owen Kratz, Cal Dives Chairman and Chief Executive Officer, stated, This stock split, our second
in the last five years, should further improve the liquidity of our stock and make our shares
available to a larger and more varied group of investors. Our Board of Directors decision to
split the stock is a strong indication of the confidence we have in the growth opportunities for
our business.
Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which
provides alternate solutions to the oil and gas industry worldwide for marginal field development,
alternative development plans, field life extension and abandonment, with service lines including
marine diving services, robotics, well operations, facilities ownership and oil and gas production.
This press release contains forward-looking statements that involve risks, uncertainties and
assumptions that could cause our results to differ materially from those expressed or implied by
such forward-looking statements. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation, any projections of
revenue, gross margin, expenses, earnings or losses from operations, or other financial items; any
statements of the plans, strategies and objectives of management for future operations; any
statement concerning developments, performance or industry rankings relating to services; any
statements regarding future economic conditions or performance; any statements of expectation or
belief; and any statements of assumptions underlying any of the foregoing. The risks,
uncertainties and assumptions referred to above include the performance of contracts by suppliers,
customers and partners; employee management issues; complexities of global political and economic
developments, and other risks described from time to time in our reports filed with the Securities
and Exchange Commission, including the Companys Annual Report on Form 10-K for the year ending
December 31, 2004. We assume no obligation and do not intend to update these forward-looking
statements.