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): May 12, 2005
McDERMOTT INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 001-08430 72-0593134
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1450 Poydras Street, New Orleans, Louisiana 70112-6050
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (504) 587-5400
--------------
_________________________________________
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:
[ ] 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 1.01 Entry Into a Material Definitive Agreement
The Compensation Committee of the Board of Directors (the "Committee") of
McDermott International, Inc. ("McDermott") approved the form of grant
agreements to be used in connection with grants to its executive officers and
nonemployee directors pursuant to McDermott's 2001 Directors and Officers
Long-Term Incentive Plan ("2001 LTIP"). A copy of the general form of agreements
and applicable grant notices for stock option, deferred stock unit, and
restricted stock grants under the 2001 LTIP are included as exhibits 10.1
through 10.5 to this report and are incorporated herein by reference. The 2001
LTIP has been previously filed as Appendix A to McDermott's Proxy Statement for
its Annual Meeting of Stockholders held on May 1, 2002.
The 2001 LTIP stock option, deferred stock unit and restricted stock grants
typically vest based on the lapse of time but may be subject to earlier vesting
on various termination events or other criteria as set forth in the form of the
grant agreement. Upon any termination, any part of these grants which are not
vested and do not become vested will terminate and be of no further force or
effect. Otherwise, stock options terminate 10 years from the date of grant.
Stock options and deferred stock units are nonassignable and nontransferable,
except by will or the laws of descent and distribution or pursuant to a
Qualified Domestic Relations Order. Restricted stock is nontransferable until
vested and generally confers full voting and dividend rights on the recipient
from the grant date.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Notice of Grant (Stock Options and Deferred Stock Units)
10.2 Form of 2001 LTIP Stock Option Grant Agreement
10.3 Form of 2001 LTIP Deferred Stock Unit Grant Agreement
10.4 Form of 2001 LTIP Restricted Stock Grant Agreement to
Nonemployee Directors
10.5 Form of 2001 LTIP Stock Option Grant Agreement to Nonemployee
Directors
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.
McDERMOTT INTERNATIONAL, INC.
By: /s/ Keith G. Robinson
-----------------------------------
Keith G. Robinson
Corporate Controller
May 18, 2005