Attached files
file | filename |
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EX-23.2 - Willbros Group, Inc.\NEW\ | v174289_ex23-2.htm |
EX-99.3 - Willbros Group, Inc.\NEW\ | v174289_ex99-3.htm |
EX-99.4 - Willbros Group, Inc.\NEW\ | v174289_ex99-4.htm |
EX-23.1 - Willbros Group, Inc.\NEW\ | v174289_ex23-1.htm |
EX-99.2 - Willbros Group, Inc.\NEW\ | v174289_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported) February 18, 2010
WILLBROS
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
1-11953
|
30-0513080
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
4400
Post Oak Parkway, Suite 1000, Houston, Texas
|
77027
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(713)
403-8000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (see General Instruction A.2.
below):
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))
|
|
Explanatory
Note
As
previously disclosed on Form 8-K filed on December 18, 2009, Willbros Group,
Inc., a Delaware corporation (the “Registrant”, which term includes its
predecessor Willbros Group, Inc., a Republic of Panama corporation), among other
things, retrospectively adopted the provisions of FASB Staff Position No. APB
14-1. In doing so, the Registrant incorrectly presented 4,971,792
shares associated with convertible debt in its diluted earnings per share
calculation for the year ended December 31, 2008 and 5,318,146 for the three
months ended December 31, 2007. The additional imputed interest expense incurred
in connection with the adoption of APB 14-1 caused interest per convertible
share to exceed basic earnings per share, thus causing the convertible debt to
be anti-dilutive. This Form 8-K/A amends the Form 8-K filed on December 18, 2009
by amending Item 9.01 Financial Statements and Exhibits to exclude the impact of
these convertible shares from the calculation of diluted earnings per
share.
The
impact of these changes have been made to the following sections to the current
report on Form 8-K:
|
·
|
Part
II, Item 6. Selected Financial
Data;
|
|
·
|
Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations;
and
|
|
·
|
Part
II, Item 8. Financial Statements and Supplementary
Data,
|
The
financial statement notes in Item 8 that were impacted by these
changes include:
Note
|
1 | Summary of Significant Accounting Policies |
13
|
Income
(Loss) Per Common Share
|
|
16
|
Quarterly
Financial Data
|
This amended report should be read in
conjunction with the previously filed Form 8-K, the Registrant’s Form 10-K for
fiscal 2008 and the Registrant’s subsequent filings.
Item
9.01. Financial Statements and Exhibits.
(d)
|
The
following exhibits are filed herewith:
|
|
23.1
|
Consent
of Grant Thornton LLP.
|
|
23.2
|
Consent
of GLO CPAs, LLLP.
|
|
99.1*
|
Form
10-K Items 1 and 2. Business and Properties.
|
|
99.2
|
Form
10-K Item 6. Selected Financial Data for the years ended December 31,
2008, 2007, 2006, 2005 and 2004.
|
|
99.3
|
Form
10-K Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
|
|
99.4
|
Form
10-K Item 8. Financial Statements and Supplementary Data as of December
31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and
2006, with Reports of Grant Thornton LLP and GLO CPAs,
LLLP.
|
__________________________
*
|
Previously
filed with the Registrant’s Form 8-K filed with the Securities and
Exchange Commission on December 18,
2009.
|
2
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.
WILLBROS
GROUP, INC.
|
|
Date: February
18, 2010
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By: /s/ Van A. Welch
|
Van
A. Welch
|
|
Senior
Vice President and Chief Financial
|
|
Officer
(Principal Financial Officer and
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Principal
Accounting Officer)
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3
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|||||
23.1
|
Consent
of Grant Thornton LLP.
|
|||||
23.2
|
Consent
of GLO CPAs, LLLP.
|
|||||
99.1*
|
Form
10-K Items 1 and 2. Business and Properties.
|
|||||
99.2
|
Form
10-K Item 6. Selected Financial Data for the years ended December 31,
2008, 2007, 2006, 2005 and 2004.
|
|||||
99.3
|
Form
10-K Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
|
|||||
99.4
|
Form
10-K Item 8. Financial Statements and Supplementary Data as of December
31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and
2006, with Reports of Grant Thornton LLP and GLO CPAs,
LLLP.
|
_________________________
*
|
Previously
filed with the Registrant’s Form 8-K filed with the Securities and
Exchange Commission on December 18,
2009.
|
4