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): March 2, 2010 (February 24, 2010)
GLOBAL INDUSTRIES, LTD.
(Exact Name of Registrant as Specified in its Charter)
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Louisiana
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0-21086
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72-1212563 |
(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
Incorporation) |
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8000 Global Drive |
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Carlyss, Louisiana
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70665 |
(Address of Principal Executive Offices)
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(Zip Code) |
(337) 583-5000
(Registrants telephone number, including area code)
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 obligations of the registrant under any of the following provisions:
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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 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed John A. Clerico, who has most recently served as the Chairman of the
Board of Directors and interim Chief Executive Officer of the company, is stepping down from his
position as Chief Executive Officer but will continue to serve as Chairman of the Board of
Directors until the companys annual shareholders meeting in 2011, unless his successor is elected
prior to that meeting. Mr. Clerico will continue to serve the company as Chairman to ensure
continuity in strategic and operational management and assist in a smooth transition of his
executive responsibilities. In connection with this transition, Mr. Clerico will receive an award
of 50,000 restricted shares of the companys common stock which will vest in two equal tranches on
(i) September 30, 2010 and (ii) January 15, 2011, if he continues to serve as Chairman of the Board
of Directors after September 30, 2010, but will not receive the compensation the company pays to
non-employee directors. The companys existing compensation arrangements with Mr. Clerico have
changed as follows:
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the restricted share award for 25,000 shares of the companys common stock
that was originally scheduled to vest upon hiring of a new chief executive officer has
been deferred to June 30, 2010; |
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he will not be eligible for a bonus in the current fiscal year; and |
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his Change-in-Control Agreement with the company will terminate upon
election or appointment of his successor. |
Signature
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.
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Dated: March 2, 2010 |
GLOBAL INDUSTRIES, LTD.
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By: |
/s/ Russell J. Robicheaux
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Russell J. Robicheaux |
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Senior Vice President, Chief Administrative
Officer and General Counsel |
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