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): January 24, 2006

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota		0-22739		95-3409686
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 N. Sam Houston Parkway E.,		77060
Suite 400 Houston, Texas		(Zip Code)
(Address of principal executive offices)

(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))

 

 

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. on January 24, 2006 announcing the advisors and legal counsel advising Cal Dive with regard to its acquisition of Remington Oil and Gas Corporation. This information 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 9.01 Financial Statements and Exhibits.

(c) Exhibits

Number		Description
99.1		Press Release of Cal Dive International, Inc. dated January 24, 2006.

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 hereunto duly authorized.

Date: January 25, 2006

Index to Exhibits

Exhibit No.		Description
99.1		Press Release of Cal Dive International, Inc. dated January 24, 2006.

Exhibit 99.1

 

Cal Dive International, Inc.  •  400 N. Sam Houston Parkway E., Suite 400  •  Houston, TX 77060-3500  •  281-618-0400  •  fax: 281-618-0505
For Immediate Release				06-005
		Contact:		Wade Pursell
Date: January 24, 2006		Title:		Chief Financial Officer

 

Cal Dive Advisors on Remington Acquisition

HOUSTON, TX — Advising Cal Dive International, Inc. (Nasdaq: CDIS) on the acquisition of Remington Oil and Gas Corporation (NYSE: REM) announced earlier yesterday was Simmons & Company International. Banc of America Securities also acted as financial advisors relative to capital structure and provided an underwritten financing commitment for the cash portion of the acquisition. Fulbright & Jaworski L.L.P. acted as legal counsel to Cal Dive.

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 subsea intervention, reservoir management, facilities ownership and oil and gas production.

ADDITIONAL INFORMATION

Cal Dive and Remington 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 Cal Dive free of charge by requesting them in writing from Cal Dive or by telephone at (281) 618-0400. 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. Cal Dive and Remington, 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 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. 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. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.