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 4, 2006
GULFMARK OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-22853
(Commission file number)
76-0526032
(I.R.S. Employer Identification No.)
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| 10111 Richmond Avenue, Suite 340, |
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| Houston, Texas
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77042 |
| (Address of principal executive offices)
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(Zip Code) |
(713) 963-9522
(Registrant’s 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 obligation of the registrant under any of the following provisions:
o 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 1.01 — Entry into a Material Definitive Agreement
On December 4, 2006, GulfMark Offshore, Inc., a Delaware corporation, or the Company, entered into
an underwriting agreement with Jefferies & Company, Inc. related to the offering of 2,000,000
shares of common stock (and up to 300,000 additional shares to cover overallotments, if any)
pursuant to an effective shelf registration statement on Form S-3 (File No. 333-133563), previously
filed with the Securities and Exchange Commission on April 26, 2006 and declared effective on June
1, 2006. On December 4, 2006, the Company filed a prospectus supplement dated December 4, 2006
relating to the offering. The closing of the issuance and sale of the shares is subject to
customary conditions. The underwriting agreement is being filed as Exhibit 1.1 to this report.
This report is being filed for the purposes of (i) complying within the filing requirement
regarding material agreements and (ii) filing exhibits to the registration statement on Form S-3
(File No. 333-133563) relating to the underwritten public offering, and exhibits 1.1, 5.1, 23.1,
and 99.1 to this Form 8-K are hereby incorporated as exhibits to the registration statement by
reference.
Item 8.01 — Other Events
On December 4, 2006, the Company announced that it had agreed to issue and sell 2,000,000
shares of its common stock to Jefferies & Company, Inc. at a price of $38.50 per share. The
Company has also granted Jefferies & Company an option to acquire an additional 300,000 shares to
cover overallotments. The shares are being resold by Jefferies & Company to the public under a
shelf registration statement. The Company estimates that it will receive net proceeds from this
offering of $76.9 million ($88.4 million if the underwriter exercises its overallotment option in
full), after deducting estimated offering expenses of $150,000 payable by it. This offering is
made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-133563),
previously filed with the Securities and Exchange Commission on April 26, 2006 and declared
effective on June 1, 2006, and further supplemented by a prospectus supplement dated on December 4,
2006. A copy of the press release relating to the underwritten public offering is attached to this
report as Exhibit 99.1.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report.
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| Exhibit No. |
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Descriptions |
1.1
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Underwriting Agreement, dated December 4, 2006, between GulfMark Offshore, Inc., and
Jefferies & Company, Inc. |
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5.1
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Opinion of Strasburger & Price, L.L.P. as to the legality of the securities registered. |
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23.1
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Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1). |
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99.1
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Press Release of GulfMark Offshore, Inc., dated December 4, 2006 |