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, 2011 (November 21, 2011)
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Louisiana
|
|
0-21086
|
|
72-1212563 |
| (State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| Incorporation) |
|
|
|
|
| |
|
|
|
|
| 11490 Westheimer, Suite 400
|
|
|
|
77077 |
| Houston, Texas |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (281) 529-7979
n/a
(Former Name or Former Address, if Changed Since Last Report)
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| þ |
|
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)) |
Pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”)
dated as of September 11, 2011 among Global Industries, Ltd., a Louisiana corporation (“Global
Industries”), Technip S.A., a société anonyme organized under the laws of France
(“Technip”), and Apollon Merger Sub B, Inc., a Louisiana corporation and an indirect, wholly-owned
subsidiary of Technip (“Merger Subsidiary”), Merger Subsidiary will be merged with and into Global
Industries (the “Merger”) at the effective time of the Merger, which is expected to occur on
December 1, 2011. Global Industries will be the surviving company following the Merger and an indirect,
wholly-owned subsidiary of Technip.
On November 21, 2011, in connection with the Merger and pursuant to the Indenture, dated as of
July 27, 2007 (the “Indenture”), between Global Industries and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), relating to Global Industries’ 2.75% Senior Convertible
Debentures due 2027 (the “Debentures”), Global Industries delivered to the Trustee and the holders
of the Debentures a Notice of Merger, Fundamental Change and Non-Stock Change of Control (the
“Merger Notice”). A copy of the Merger Notice is attached hereto as Exhibit 99.1. The Merger
Notice is also available on Global Industries’ website, at www.globalind.com.
The foregoing descriptions of the Merger Agreement and the Merger do not purport to be
complete and are qualified in their entirety by reference to the Merger Agreement, which was filed
as Exhibit 2.1 to Global Industries’ Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on September 12, 2011 and which is incorporated herein by
reference. The foregoing description of the Merger Notice does not purport to be complete and is
qualified in its entirety by reference to the Merger Notice, which is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
|
|
|
99.1
|
|
Notice of Merger, Fundamental Change and Non-Stock Change of
Control, dated as of November 21, 2011 |
Forward-Looking Statements
Statements made in this Current Report on Form 8-K that are forward-looking in nature are
intended to be “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to:
the timing and anticipated completion of the proposed transaction and other statements that are not
purely statements of historical fact. These forward-looking statements are made on the basis of the
current beliefs, expectations and assumptions of the management of Global Industries and Technip
and are subject to significant risks and uncertainty. Readers are cautioned not to place undue
reliance on any such forward-looking statements. All such forward-looking statements speak only as
of the date they are made, and, except as required by law, neither Global Industries nor Technip
undertakes any obligation to update or revise such statements, whether as a result of new
information, future events or otherwise.
Factors that could cause actual results to differ materially from the forward-looking
statements contained herein include, but are not limited to: any operational or cultural
difficulties associated with the integration of the businesses of Global Industries and Technip;
potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; unexpected costs, charges or expenses resulting from the
proposed transaction; litigation or adverse judgments relating to the proposed transaction; risks
relating to the consummation of the contemplated transaction, including the risk that the required
stockholder approval might not be obtained in a timely manner or at all or that other closing
conditions will not be satisfied; the failure to realize synergies and cost savings from the
transaction or delay in realization thereof; any difficulties associated with requests or
directions from governmental authorities resulting from their reviews of the transaction; and any
changes in general economic and/or industry-specific conditions. Additional factors that could
cause actual
results to differ materially from those described in the forward-looking statements are set
forth in the documents filed by Global Industries with the SEC, including Global Industries’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2010, which identify significant risk
factors that could cause actual results to differ from those contained in the forward-looking
statements.
Important Additional Information Has Been Filed with the SEC
In connection with the proposed transaction, Global Industries has filed a proxy statement and
other relevant documents concerning the transaction with the SEC. GLOBAL INDUSTRIES STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT GLOBAL INDUSTRIES AND THE MERGER. The proxy statement and
other documents incorporated by reference in the proxy statement are available free of charge at
the SEC’s website at www.sec.gov or by directing a request to Global Industries, Ltd., 11490
Westheimer, Suite 400, Houston, Texas 77077, Attention: Secretary.
Global Industries and its directors and officers may be deemed participants in the
solicitation of proxies in connection with the proposed transaction. Information about the
directors and executive officers of Global Industries is set forth in a recent definitive proxy statement of Global Industries, which was filed with the SEC on April 5, 2011. Certain directors
and executive officers of Global Industries may have direct or indirect interests in the proposed
transaction that may be different from those of Global Industries stockholders generally. Investors
may obtain additional information regarding such interests by reading the proxy statement and other
relevant documents that Global Industries has filed with the SEC when they become available.