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) December 31, 2002
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CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 95-3409686
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060
(Address of Principal Executive Offices) (Zip Code)
(281) 618-0400
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events.
Cal Dive International, Inc. ("Cal Dive") announced on January 8, 2003, that it
had consummated a private placement transaction pursuant to which it issued and
sold to Fletcher International, Ltd., an affiliate of Fletcher Asset
Management, Inc. ("Fletcher"), 25,000 shares of a new Series A-1 Cumulative
Convertible Preferred Stock ("Series A-1 Preferred Stock") at $1,000 per share.
The aggregate purchase price for the Series A-1 Preferred Stock was $25
million. Cal Dive also granted Fletcher the right, commencing on July 1, 2003,
and ending on July 1, 2005, to purchase up to 30,000 shares of one or more
additional series of Series A Preferred Stock, with, generally, a minimum
conversion price of $30.00 per share, having similar terms and conditions as
the Series A-1 Preferred Stock. Cal Dive intends to use the proceeds of the
foregoing financing for reduction of amounts outstanding under its revolving
credit facilities.
The Series A-1 Preferred Stock issued in the financing may be converted into
Cal Dive common stock ("Common Stock") at the holders' option at an initial
conversion price of $30 (the "Conversion Price"), an aggregate of 833,333
shares of Common Stock. The Conversion Price represents approximately a 28%
premium to the volume weighted average price of Common Stock on December 31,
2002. Cal Dive has agreed to register for resale the shares of Common Stock
issuable under the purchase agreement, attached hereto as Exhibit 10.1 (the
"Agreement"). If, during the term of the Agreement, the Daily Market Price, as
defined in the Certificate of Rights and Preferences of Series A-1 Cumulative
Convertible Preferred Stock, attached hereto as Exhibit 3.1 (the "Certificate")
of the Common Stock is less than $7.3461 (or such adjusted amount as provided
for in the Agreement), upon the occurrence of certain events, the Conversion
Price could be reduced to $7.3461 (or such adjusted amount as provided for in
the Agreement). The maximum number of shares of Cal Dive Common Stock issuable
upon conversion of the Series A-1 Preferred Stock and any subsequent series of
Series A Preferred Stock is 7,486,907 shares.
Commencing on December 31, 2004, or earlier upon the occurrence of certain
events, the holders of the Series A-1 Preferred Stock have the right to cause
Cal Dive to redeem all or a portion of their shares of Series A-1 Preferred
Stock for shares of registered Common Stock or, at Cal Dive's election, for
cash. The number of shares of Common Stock to be issued by Cal Dive shall be
determined by dividing the stated value of the shares of Series A-1 Preferred
Stock being redeemed by the Prevailing Market Price (as defined in the
Certificate) at the time of such redemption. If Cal Dive elects to redeem the
shares of Series A-1 Preferred Stock for cash it will pay the holders the
Redemption Cash Amount (as defined in the Certificate).
The Series A-1 Preferred Stock will bear a dividend at a minimum rate of 4% per
year, which may be paid, at Cal Dive's election in cash or shares of registered
Common Stock. The Series A-1 Preferred Stock will not have voting rights on
ordinary corporate matters, except as required by Minnesota law. The Series A-1
Preferred Stock will only have the right to approve specified corporate actions
which affect the Preferred Stock.
During the term of the Agreement, neither Fletcher, nor any of its affiliates,
shall engage in "short sales" of Cal Dive Common Stock; provided, however, that
Fletcher or any of its affiliates are not prohibited from engaging in any
transaction in any stock index, portfolio or derivative of which Cal Dive
Common Stock is a component.
The sale of the Series A-1 Preferred Stock was made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. The sale was made without general solicitation or
advertising. Fletcher is a sophisticated investor with access to all relevant
information necessary to evaluate an investment in the securities, and Fletcher
represented to Cal Dive that the securities were being acquired for investment
purposes.
The foregoing description of the transaction is only a summary and is qualified
in its entirety by reference to the attached transaction documents in Item 7.
Exhibits.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Number Description
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3.1 Certificate of Rights and Preferences of Series A-1
Cumulative Convertible Preferred Stock of
Cal Dive International, Inc. as filed with the
Secretary of State of the State of Minnesota
10.1 First Amended and Restated Agreement, dated as
of January 17, 2003, but effective as of
December 31, 2002, between Cal Dive International, Inc.
and Fletcher International, Ltd.
2
CAL DIVE INTERNATIONAL, INC.
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.
Date: January 22, 2003
CAL DIVE INTERNATIONAL, INC.
By: /s/ S. JAMES NELSON
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S. James Nelson
Vice Chairman
By: /s/ A. WADE PURSELL
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A. Wade Pursell
Senior Vice President and
Chief Financial Officer
3
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Certificate of Rights and Preferences of Series A-1
Cumulative Convertible Preferred Stock of
Cal Dive International, Inc. as filed with the
Secretary of State of the State of Minnesota
10.1 First Amended and Restated Agreement dated as of
January 17, 2003, but effective as of December
31, 2003, between Cal Dive International, Inc. and
FletcherInternational, Ltd.