Form 8-K 082707.DOC




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):   August 27, 2007


Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction of incorporation)

001-33206

(Commission File Number)

61-1500501

(IRS Employer Identification No.)


400 North Sam Houston Parkway, E., Suite 1000
Houston, Texas
(Address of principal executive offices)

77060
(Zip Code)


(281) 618-0400

(Registrant’s telephone number, including area code)




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:

x

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))












Item 8.01

Other Events.


On August 27, 2007, Cal Dive issued a press release announcing that it voluntary withdrew its filing with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Act in order to provide the DOJ additional time to review the transaction.  A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.


   (c)

Exhibits.


99.1

Press Release issued by Cal Dive International, Inc. dated August 27, 2007.








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, hereunto duly authorized.


 

CAL DIVE INTERNATIONAL, INC.

 

 

 

 

 

 

 

By:

/s/ G. Kregg Lunsford

 

 

G. Kregg Lunsford
Executive Vice President,
Chief Financial Officer and Treasurer



Date:   August 27, 2007