View:
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
14, 2009
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
|
Minnesota
(State or
other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
|
95-3409686
(IRS Employer
Identification No.)
|
|
|
400
North Sam Houston Parkway East, Suite 400
Houston,
Texas
(Address of
principal executive offices)
|
281-618-0400
(Registrant’s
telephone number, including area code)
|
77060
(Zip
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):
|_| 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))
Item
7.01 Regulation FD Disclosure.
On September 14,
2009, Helix Energy Solutions Group, Inc. issued a press release announcing its
commencement of a secondary public offering (the “Offering”) of 20,604,317
shares of the common stock of Cal Dive International, Inc. (“Cal
Dive”). A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
This information is
not deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the
liabilities of that section, and such information is not incorporated by
reference into any registration statements or other document filed under the
Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act,
regardless of the general incorporation language contained in such filing,
except as shall be expressly set forth by specific reference to this
filing.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
---------- --------------
|
|
99.1
|
Press
Release of Helix Energy Solutions Group, Inc. dated September 14, 2009
regarding the commencement
of the
Offering.
|
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: September
14, 2009
HELIX
ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony
Tripodo
Executive Vice President and
Chief Financial
Officer
Index
to Exhibits
Exhibit
No. Description
|
|
99.1
|
Press Release
of Helix Energy Solutions Group, Inc. dated September 14, 2009 regarding
the commencement of the Offering.
|
EXHIBIT
99.1
|
|
PRESSRELEASE
www.HelixESG.com
|
Helix
Energy Solutions Group, Inc. · 400 N. Sam
Houston Parkway E., Suite 400 · Houston,
TX 77060-3500 ·
281-618-0400 · fax:
281-618-0505
For Immediate
Release 09-009
&
#160; Contact: Tony
Tripodo
Date: September
14,
2009 Title: Chief
Financial Officer
Helix
Commences Secondary Public Offering of Cal Dive Common Stock
HOUSTON, TX – Helix
Energy Solutions (NYSE:HLX) announced today that it has commenced an
underwritten secondary public offering of 20,604,317 shares of common stock of
its subsidiary, Cal Dive International, Inc. (NYSE:DVR). The
secondary offering also includes an option for the underwriters to purchase an
additional 3,090,647 shares to cover over-allotments, if any.
In connection with
the offering, Credit Suisse Securities (USA) LLC and BofA Merrill Lynch are
acting as joint book-running managers and Capital One Southcoast, Inc.
and Natixis Bleichroeder Inc. are acting as co-managers for the
offering.
Cal Dive has filed
a registration statement, including a prospectus, with the Securities and
Exchange Commission for the offering to which this communication relates. Before
investing, investors should read the prospectus in that registration statement,
the accompanying prospectus supplement, and other documents Cal Dive has filed
with the SEC for more complete information about Cal Dive and this
offering.
Investors may
obtain these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send the prospectus and the
prospectus supplement upon request by contacting Credit Suisse Securities (USA)
LLC at Prospectus Dept., One Madison Avenue, New York, NY 10010, 1-800-221-1037
or BofA Merrill Lynch at 4 World Financial Center, New York, NY 10080, attn:
Prospectus Department, 1-866-500-5408.
This news release
shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
Helix Energy
Solutions, headquartered in Houston, Texas, is an international offshore energy
company that provides reservoir development solutions and other contracting
services to the energy market as well as to its own oil and gas business
unit. Helix’s contracting services segment utilizes its vessels and
offshore equipment that when applied with its methodologies reduce finding and
development costs and cover the complete lifecycle of an offshore oil and gas
field. Helix’s oil and gas segment engages in prospect generation,
exploration, development and production activities. Helix operates
primarily in the Gulf of Mexico, North Sea, Asia Pacific and Middle East
Regions.