Gulf Island Fabrication 8-K 2007
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): September 11, 2007
GULF ISLAND FABRICATION, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
On September 11, 2007, Gulf Island Fabrication, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Aransas Partners (f/k/a Gulf Marine Fabricators) (the Selling Shareholder) and Johnson Rice & Company L.L.C., the sole underwriter (the Underwriter), relating to the public offering of 800,000 shares of the Companys common stock by the Selling Shareholder at a public offering price of $34.25 per share. The Company will not receive any proceeds from the sale of shares by the selling shareholder. The offering is being made pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-144672) filed with the Securities and Exchange Commission (the SEC) on July 18, 2007 and a prospectus, which consists of a base prospectus and a prospectus supplement filed with the SEC on September 12, 2007. The offering is expected to close on September 17, 2007, subject to customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the contents thereof are incorporated herein by reference.
On September 12, 2007, the Company issued a press release announcing the pricing of the underwritten public offering of the shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.
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 12, 2007