Mcdermott International Inc - Current report filing (8-K)
21 August 2008 - 11:16PM
Edgar (US Regulatory)
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 15, 2008
McDERMOTT
INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA
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001-08430
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72-0593134
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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777 N. Eldridge Parkway, Houston, Texas
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77079
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s Telephone Number, including Area Code:
(281)
870-5901
_______________________________________________________
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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
_______________________________________________________
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August 15, 2008, Bruce W. Wilkinson notified the Board of Directors
(the “Board”) of his intention to resign as our Chairman of the Board
and Chief Executive Officer and as a member of the Board, effective
September 30, 2008. Also on August 15, 2008 and effective October 1,
2008, the Board appointed John A. Fees as our Chief Executive Officer
and as a member of our Board, and appointed Ronald C. Cambre, one of our
current directors, as non-executive Chairman of the Board. A copy of
the press release announcing Mr. Wilkinson’s intended resignation and
the appointment of Mr. Fees and Mr. Cambre is attached as Exhibit 99.1.
Mr. Fees is 51 years of age. Since January 2007, he has served as the
President and Chief Executive Officer of one of our principal
subsidiaries, The Babcock and Wilcox Company, which position he will
leave effective September 30, 2008 to assume his role as our Chief
Executive Officer. He also served as President and Chief Operating
Officer of our subsidiary BWX Technologies, Inc. from September 2002 to
January 2007 and as President and General Manager of one of BWX
Technologies, Inc.’s subsidiaries from September 1997 to November
2002. There is no family relationship between Mr. Fees and any of our
directors or executive officers. Additionally, Mr. Fees has no material
interest in any current or pending transactions in which we or our
subsidiaries participate.
In connection with Mr. Fees’ appointment as Chief Executive Officer, our
Board approved compensation arrangements for Mr. Fees consisting of the
following material terms:
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(1)
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An annual base salary of $750,000.
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(2)
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An equity award with a value of $3,490,733 composed of 25%
restricted stock and 75% performance shares.
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(3)
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Continued eligibility for participation in our cash bonus plan, the
Executive Incentive Compensation Plan, but for the period October 1,
2008 to December 31, 2008, at an increased target opportunity of
100% (up from 70%) of his base salary and with a focus on our
consolidated operating income results.
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(4)
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Relocation assistance for his move to our headquarters in Houston,
including temporary housing assistance and a car lease for up to 12
months.
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(5)
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Severance benefits entitling him to a payment equal to 12 months of
his then current base salary in the event he is terminated without
cause prior to December 31, 2008.
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Mr. Cambre will receive a $100,000 retainer as additional compensation
in connection with his appointment as Chairman of the Board.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated August 15, 2008
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.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/ Dennis S. Baldwin
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Dennis S. Baldwin
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Vice President and Chief Accounting Officer
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August 21, 2008
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