Global Industries 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2011 (November 30, 2011)
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (281) 529-7979
(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:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In accordance with the provisions of the Agreement and Plan of Merger dated as of September 11, 2011 among Global Industries (Global Industries), Technip S.A. (Technip), and Apollon Merger Sub B, Inc., an indirect, wholly-owned subsidiary of Technip (the Merger Agreement), on November 30, 2011 the amended and restated articles of incorporation of Global Industries were amended and restated to remove the limitation on non-U.S. ownership of Global Industries common stock. A copy of the amended and restated articles of incorporation of Global Industries is attached as Exhibit 3.1 hereto.
The disclosures contained in this Item 5.03 do not purport to be a complete description of the amended and restated articles of incorporation of Global Industries and are qualified in their entirety by reference to the amended and restated articles of incorporation of Global Industries, which are filed as Exhibit 3.1 hereto and are incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 30, 2011, Global Industries held a special meeting of shareholders (the Special Meeting). The following describes the matters considered by Global Industries shareholders as well as the final results of the votes cast at the Special Meeting:
Item 8.01 Other Events.
On November 30, 2011, Global Industries issued a press release announcing the results of the Special Meeting and the anticipated closing date of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
December 1, 2011