Attached files
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EX-31.1 - EX-31.1 - GLOBAL INDUSTRIES LTD | h79937aexv31w1.htm |
EX-31.2 - EX-31.2 - GLOBAL INDUSTRIES LTD | h79937aexv31w2.htm |
EX-10.41 - EX-10.41 - GLOBAL INDUSTRIES LTD | h79937aexv10w41.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
þ | Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2010
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition period from _____ to _____
Commission File Number 0-21086
Global Industries, Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Louisiana (State or Other Jurisdiction of Incorporation or Organization) |
72-1212563 (I.R.S. Employer Identification Number) |
|
8000 Global Drive Carlyss, Louisiana (Address of Principal Executive Offices) |
70665 (Zip Code) |
Registrants telephone number, including area code: (337) 583-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock ($0.01 par value) | The NASDAQ Global Select Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
YES þ NO o
Indicate by check mark whether the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
YES o NO þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of accelerated filer,
large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ | Accelerated Filer o | Non-accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if Smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
YES o NO þ
The aggregate market value of the voting and non-voting stock held by non-affiliates of the
registrant as of June 30, 2010 was $462,243,372 based on the last reported sales price of the
Common Stock on June 30, 2010 on the NASDAQ Global Select Market.
The number of shares of the registrants Common Stock outstanding as of February 22, 2011, was
115,526,785.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held May
18, 2011 are incorporated by reference into Part III hereof.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (Amendment No. 1) to the Global Industries, Ltd. Annual
Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange
Commission on February 25, 2011 (the 2010 Annual Report), is being filed for the purpose of
filing Exhibit 10.41, which was listed on the Index to Exhibits required by Item 15 of the 2010
Annual Report but was inadvertently not filed as an exhibit to the 2010 Annual Report. This
Amendment No. 1 also amends and restates part (a)(3) Exhibits of Item 15. Exhibits and Financial
Statement Schedules in the Annual Report. As required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, new certifications by our principal executive officer and
principal financial officer are being filed as exhibits to this Amendment No. 1. Except as
described above, no other changes have been made to the 2010 Annual Report. The 2010 Annual Report
continues to speak as of the date of the 2010 Annual Report, and we have not updated the
disclosures contained therein to reflect any events which occurred at a date subsequent to the
filing of the 2010 Annual Report other than as expressly indicated in this Amendment No. 1.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | Documents Filed as Part of This Annual Report |
(1 | ) | - | Financial Statements Included in Part II of this report: |
| Report of Independent Registered Public Accounting Firm. | ||
| Consolidated Balance Sheets as of December 31, 2010 and 2009. | ||
| Consolidated Statements of Operations for the years ended December 31, 2010, 2009, and 2008. | ||
| Consolidated Statements of Equity for the years ended December 31, 2010, 2009, and 2008. | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008. | ||
| Notes to Consolidated Financial Statements. |
(2 | ) | - | Financial Statement Schedule Schedule II Valuation and Qualifying Accounts. All other schedules are omitted as either not required, not applicable or because the information required is in the financial statements or notes thereto. |
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(3 | ) | - | Exhibits. |
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3.1 | - | Amended and Restated Articles of Incorporation of registrant, as
amended, incorporated by reference to Appendix A of registrants
Definitive Schedule 14A filed April 7, 2010. |
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3.2 | - | Bylaws of registrant, as amended through October 31, 2007,
incorporated by reference to Exhibit 3.2 of registrants Form 10-K
filed March 2, 2009. |
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4.1 | - | Form of Common Stock certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 filed by registrant (Reg. No.
33-56600). |
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10.1 | - | Agreement of Lease dated May 1, 1992, between SFIC Gulf Coast
Properties, Inc. and Global Pipelines PLUS, Inc., incorporated by
reference to Exhibit 10.6 to the Form S-1 filed by Registrant (Reg.
No. 33-56600). |
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10.2 | - | Agreement between Global Divers and Contractors, Inc. and Colorado
School of Mines, dated October 15, 1991, incorporated by reference
to Exhibit 10.20 to the Form S-1 filed by registrant (Reg. No.
33-56600). |
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10.3 | - | Sublicense Agreement between Santa Fe International Corporation and
Global Pipelines PLUS, Inc. dated May 24, 1990, relating to the
Chickasaws reel pipelaying technology, incorporated by reference
to Exhibit 10.21 to the Form S-1 filed by registrant (Reg. No.
33-56600). |
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10.4 | - | Non-Competition Agreement and Registration Rights Agreement between
the Registrant and William J. Doré, incorporated by reference to
Exhibit 10.23 to the Form S-1 filed by registrant (Reg. No.
33-56600). |
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10.5 | - | Form of Indemnification Agreement between the registrant and each
of the registrants directors, incorporated by reference to Exhibit
10.22 to the Registrants Annual Report on Form 10-K for the fiscal
year ended March 31, 1997 (SEC File No. 000-21086). |
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10.6 | - | Global Industries, Ltd. 1998 Equity Incentive Plan incorporated by
reference to exhibit 10.28 to the registrants Annual Report on
Form 10-K for the fiscal year ended March 31, 1998 (SEC File No.
000-21086). |
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10.7 | - | Global Industries, Ltd. Non-Employee Director Compensation Plan, as
amended, incorporated by reference to Exhibit 10.19 of registrants
Form 10-K filed March 2, 2009. |
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10.8 | - | Trust Indenture relating to United States Government Guaranteed
Ship Financing Obligations between Global Industries, Ltd., ship
owner, and Wells Fargo Bank, Indenture Trustee, dated as of
February 22, 2000, incorporated by reference to Exhibit 10.33 to
registrants Annual Report on Form 10-K for the year ended December
31, 1999. |
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10.9 | - | 2000 Amendment to Global Industries, Ltd. 1998 Equity Incentive
Plan, incorporated by reference to Exhibit 10.1 to registrants
Quarterly Report for the quarter ended March 31, 2001. |
10.10 | - | Form of Executive Long-Term Restricted Stock Agreement (Performance
Vesting/POC-TSR Based), incorporated by reference to Exhibit 10.1
to Form 8-K filed September 30, 2004. |
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10.11 | - | Global Industries, Ltd. 2005 Management Incentive Plan,
incorporated by reference to Exhibit 10.40 to registrants Annual
Report on Form 10-K filed March 16, 2005. |
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10.12 | - | Global Industries, Ltd. 2005 Stock Incentive Plan, incorporated by
reference to Exhibit 10.42 to registrants Annual Report on Form
10-K filed March 16, 2005. |
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10.13 | - | Global Industries, Ltd. 2005 Restricted Stock Agreement Form,
incorporated by reference to Exhibit 10.1 of registrants Form 8-K
filed November 7, 2005. |
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10.14 | - | Form of Executive Long-Term Incentive Performance Unit Agreement,
incorporated by reference to Exhibit 10.1 of registrants Form 8-K
filed February 22, 2006. |
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10.15 | - | Form of Non-Employee Director Restricted Stock Agreement dated May
16, 2006, incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed May 22, 2006. |
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10.16 | - | Third Amended and Restated Credit Agreement dated June 30, 2006,
among Global Industries, Ltd., Global Offshore Mexico, S. de R.L.
de C.V., Global Industries International, L.P., the Lenders and
Calyon New York Branch, as administrative agent for the Lenders,
incorporated by reference to Exhibit 10.1 of registrants Form 8-K
filed July 7, 2006. |
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10.17 | - | Retirement Agreement between Global Industries, Ltd. and Mr.
William J. Doré effective as of September 18, 2006, incorporated by
reference to Exhibit 10.2 of registrants Quarterly Report on Form
8-K filed September 22, 2006. |
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10.18 | - | Indenture of Global Industries, Ltd. and Wells Fargo Bank, National
Association, as Trustee, dated July 27, 2007, incorporated by
reference to Exhibit 4.1 of registrants Form 10-Q filed August 6,
2007. |
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10.19 | - | Registration Rights Agreement, by and between Global Industries,
Ltd., as Issuer, and Lehman Brothers Inc., as Representative of the
Several Initial Purchasers, dated as of July 27, 2007, incorporated
by reference to Exhibit 4.2 of registrants Form 10-Q filed August
6, 2007. |
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10.20 | - | Purchase Agreement, between Global Industries, Ltd. and Lehman
Brothers Inc., Calyon Securities (USA) Inc., Fortis Securities LLC
and Natexis Bleichroeder Inc., dated July 23, 2007, incorporated by
reference to Exhibit 10.1 of registrants Form 10-Q filed August 6,
2007. |
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10.21 | - | Amendment No. 2 to Third Amended and Restated Credit Agreement,
dated July 27, 2007, by and among Global Industries, Ltd., Global
Offshore Mexico, S. de R.L. de C.V., and Global Industries
International L.L.C. in its capacity as general partner of Global
Industries International, L.P., the Lenders party to the Credit
Agreement, and Calyon New York Branch, as administrative agent for
the Lenders, incorporated by reference to Exhibit 10.2 of
registrants Form 10-Q filed August 6, 2007. |
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10.22 | - | Amendment No. 3 to Third Amended and Restated Credit Agreement
dated October 18, 2007, among Global Industries, Ltd., Global
Offshore Mexico, S. DE R.L. DE C.V., Global International, L.L.C.,
in its capacity as general partner of Global Industries
International, L.P., the Lenders and Calyon New York Branch as
administrative agent for the Lenders, incorporated by reference to
Exhibit 10.1 of registrants Form 8-K filed October 24, 2007. |
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10.23 | - | Amendment No. 4 and Waiver to the Third Amended and Restated Credit
Agreement dated November 7, 2008, among Global Industries, Ltd.,
Global Offshore Mexico, S. de R.L. de C.V., Global Industries
International, L.L.C., in its capacity as general partner of Global
Industries International, L.P., the Lenders and Calyon New York
Branch, as administrative agent for the Lenders, incorporated by
reference to Exhibit 10.2 of registrants Quarterly Report on Form
10-Q filed November 10, 2008. |
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10.24 | - | Form of Change-In-Control Agreement (without tax gross-up),
incorporated by reference to Exhibit 10.4 of registrants Quarterly
Report on Form 10-Q filed November 10, 2008. |
10.25 | - | Amended Retirement Agreement between Global Industries, Ltd. and
Mr. William J. Doré effective as of December 5, 2008, incorporated
by reference to Exhibit 10.1 of registrants Form 8-K filed
December 8, 2008. |
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10.26 | - | Amendment No. 5 to the Third Amended and Restated Credit Agreement
dated February 25, 2009, among Global Industries, Ltd., Global
Offshore Mexico, S. de R.L. de C.V., Global Industries
International, L.L.C., in its capacity as general partner of Global
Industries International, L.P., the Lenders and Calyon New York
Branch, as administrative agent for the Lenders, incorporated by
reference to Exhibit 10.49 of registrants Form 10-K filed March 2,
2009. |
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10.27 | - | First Amendment to Global Industries, Ltd. 2005 Stock Incentive
Plan, incorporated by reference to Appendix A of registrants
Definitive Schedule 14A filed April 3, 2009. |
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10.28 | - | Form of Executive Long-Term Incentive Performance Unit Agreement
(EPS Based; Multi-Year), incorporated by reference to Exhibit 10.2
of registrants Form 10-Q filed May 7, 2009. |
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10.29 | - | Form of Executive Long-Term Incentive Performance Unit Agreement
(EPS Based; One Year Performance Period; 14-Month Restricted
Period), incorporated by reference to Exhibit 10.3 of registrants
Form 10-Q filed May 7, 2009. |
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10.30 | - | Change in Control Agreement between the registrant and John A.
Clerico dated June 15, 2009, incorporated by reference to Exhibit
10.1 of registrants Form 8-K filed June 18, 2009. |
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10.31 | - | 2009 Amendment to Global Industries, Ltd. 1998 Equity Incentive
Plan, incorporated by reference to Exhibit 10.1 of registrants
Form 10-Q filed August 6, 2009. |
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10.32 | - | First Amendment to Global Industries, Ltd. Management Incentive
Plan, incorporated by reference to Exhibit 10.2 of registrants
Form 10-Q filed August 6, 2009. |
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10.33 | - | Second Amendment to Global Industries, Ltd. 2005 Stock Incentive
Plan, incorporated by reference to Exhibit 10.3 of registrants
Form 10-Q filed August 6, 2009. |
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10.34 | - | Second Amendment to Global Industries, Ltd. Management Incentive
Plan, incorporated by reference to Exhibit 10.56 of registrants
Form 10-K filed February 26, 2010. |
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10.35 | - | First Amendment to Form of Executive Long-Term Incentive
Performance Unit Agreement (EPS Based; Multi-Year), incorporated by
reference to Exhibit 10.57 of registrants Form 10-K filed February
26, 2010. |
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10.36 | - | First Amendment to Form of Executive Long-Term Incentive
Performance Unit Agreement (EPS Based; One Year Performance Period;
14-Month Restricted Period), incorporated by reference to Exhibit
10.58 of registrants Form 10-K filed February 26, 2010. |
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10.37 | Letter from Global Industries, Ltd. to Mr. John Reed, effective
March 2, 2010, incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed February 26, 2010. |
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10.38 | Form of Non-Qualified Stock Option Agreement, incorporated by
reference to Exhibit 10.2 of registrants Form 8-K filed February
26, 2010. |
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10.39 | Letter from Global Industries, Ltd. to Mr. C. Andrew Smith,
effective April 26, 2010, incorporated by reference to Exhibit 10.1
of registrants Form 8-K filed April 22, 2010. |
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10.40 | Amendment No. 6 to Third Amended and Restated Credit Agreement
dated June 16, 2010, among Global Industries, Ltd., Global Offshore
Mexico, S. de R.L. de C.V., Global Industries International,
L.L.C., in its capacity as general partner of Global Industries
International, L.P., the lenders party to the Credit Agreement and
Crédit Agricole Corporate and Investment Bank (formerly known as
Calyon New York Branch), as administrative agent for the Lenders,
incorporated by reference to Exhibit 10.1 of the registrants Form
8-K filed June 18, 2010. |
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*10.41 | Amendment No. 7 to the Third Amended and Restated Credit Agreement,
effective as February 24, 2011, among Global Industries, Ltd.,
Global Offshore Mexico, S. de R.L. de C.V., Global Industries
International, L.L.C., in its capacity as general partner of Global
Industries International, L.P., the Lenders and Crédit Agricole
Corporate and Investment Bank (formerly known as Calyon New York
Branch), as administrative agent for the Lenders. |
10.42 | - | Indemnification Agreement between John B. Reed and the Company
effective March 2, 2010, incorporated by reference to Exhibit 10.5
of registrants Form 10-Q filed May 6, 2010. |
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10.43 | - | Latin America Advisory Board Professional Services Agreement
between the Company and Eduardo Borja dated July 1, 2009,
incorporated by reference to Exhibit 10.7 of registrants Form 10-Q
filed May 6, 2010. |
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10.44 | - | Letter of Appointment from Global Industries, Ltd. to Mr. Ashit J.
Jain effective June 16, 2010, incorporated by reference to Exhibit
10.1 of registrants Form 8-K filed June 1, 2010. |
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10.45 | - | Offer Letter from Global Industries, Ltd. to Mr. James G. Osborn
effective on or about June 7, 2010, incorporated by reference to
Exhibit 10.2 of registrants Form 8-K filed June 1, 2010. |
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10.46 | - | Form of Executive Long-Term Incentive Performance Unit Agreement,
incorporated by reference to Exhibit 10.5 of registrants Form 8-K
filed June 1, 2010. |
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10.47 | - | Form of Executive Annual Stock Incentive Performance Unit
Agreement, incorporated by reference to Exhibit 10.6 of
registrants Form 8-K filed June 1, 2010. |
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10.48 | - | Agreement between Global Industries, Ltd. and Peter S. Atkinson
dated July 9, 2010, incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed July 14, 2010. |
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10.49 | - | Waiver to the Third Amended and Restated Credit Agreement dated
November 3, 2010 among Global Industries, Ltd., Global Offshore
Mexico, S. de R.L. de C.V., Global Industries International,
L.L.C., in its capacity as general partner of Global Industries
International, L.P., the Lenders and Crédit Agricole Corporate and
Investment Bank, as administrative agent for the Lenders,
incorporated by reference to Exhibit 10.3 of registrants Quarterly
Report on Form 10-Q filed November 4, 2010. |
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21.1 | - | Subsidiaries of the Registrant. |
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23.1 | - | Consent of Deloitte & Touche LLP |
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*31.1 | - | Section 302 Certification of CEO, John B. Reed. |
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*31.2 | - | Section 302 Certification of CFO, C. Andrew Smith. |
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32.1 | - | Section 906 Certification of CEO, John B. Reed. |
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32.2 | - | Section 906 Certification of CFO, C. Andrew Smith. |
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101.INS | XBRL Instance Document |
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101.SCH | XBRL Taxonomy Extension Schema Document |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
* | Included with this filing. | |
| Indicates management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Dated: March 2, 2011 | GLOBAL INDUSTRIES, LTD. |
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By: | /s/ John B. Reed | |||
John B. Reed | ||||
Chief Executive Officer | ||||
By: | /s/ C. Andrew Smith | |||
C. Andrew Smith | ||||
Senior Vice President and Chief Financial Officer | ||||