- Amended Quarterly Report (10-Q/A)
27 August 2009 - 5:56PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
|
(Mark
One)
|
F O R M 1 0-Q/A
|
(Amendment
No. 1)
|
X
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended June 30, 2009
OR
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ______________to______________
Commission
File No. 001-08430
McDERMOTT
INTERNATIONAL, INC.
|
(Exact
name of registrant as specified in its
charter)
|
REPUBLIC
OF PANAMA
|
72-0593134
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
|
Incorporation
or Organization)
|
|
|
|
777
N. ELDRIDGE PKWY.
|
|
HOUSTON,
TEXAS
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77079
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant's
Telephone Number, Including Area Code:
(281)
870-5901
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 [
ü
] No
[ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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
[
ü
] No
[ ]
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer [
ü
] Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check if a smaller reporting
company) Smaller
reporting company [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
[ ] No [
P
]
The
number of shares of the registrant's common stock outstanding at July 31, 2009
was 229,905,704
Explanatory
Note
We are
filing this Amendment No. 1 to our quarterly report on Form 10-Q for the period
ended June 30, 2009 (the “June 2009 Form 10-Q”) solely to furnish Exhibit 101
XBRL interactive data files in accordance with Rule 405 (a)(2) of Regulation
S-T. This amendment does not change or update the disclosures set
forth in the June 2009 Form 10-Q as originally filed and does not otherwise
reflect events occurring after the original filing of the June 2009 Form
10-Q.
Pursuant
to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit
101 are deemed “not filed” or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are
deemed “not filed” for purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
Item
6. Exhibits
Exhibit
3.1
*
- McDermott International, Inc.'s Amended and Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1 to McDermott
International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008 (File No. 1-08430)).
Exhibit
3.2
*
- McDermott International, Inc.’s Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.1 to McDermott International, Inc.'s Current Report on
Form 8-K dated May 3, 2006 (File No. 1-08430)).
Exhibit
3.3
*
- Amended and Restated Certificate of Designation of Series D
Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to
McDermott International, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 (File No. 1-08430)).
Exhibit
10.1
*
- 2009 McDermott International, Inc. Long-Term Incentive Plan (Effective
May 8, 2009) (incorporated by reference to Appendix A to McDermott
International, Inc.’s Proxy Statement dated March 27, 2009 (File No.
1-08430)).
Exhibit
31.1
**
- Rule
13a-14(a)/15d-14(a) certification of Chief Executive Officer.
Exhibit
31.2
**
- Rule
13a-14(a)/15d-14(a) certification of Chief Financial Officer.
Exhibit
32.1
**
-
Section 1350 certification of Chief Executive Officer.
Exhibit
32.2
**
-
Section 1350 certification of Chief Financial Officer.
Exhibit
101
†
– Interactive Data Files
|
*
Incorporated by reference to the filing
indicated.
|
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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|
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/s/
Michael S. Taff
|
|
|
|
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By:
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Michael
S. Taff
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|
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Senior
Vice President and Chief Financial Officer
|
|
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(Principal
Financial Officer and Duly Authorized
|
|
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Representative)
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/s/
Dennis S. Baldwin
|
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By:
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Dennis
S. Baldwin
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Vice
President and Chief Accounting Officer
|
|
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(Principal
Accounting Officer and Duly Authorized
|
|
|
Representative)
|
|
|
|
August
10, 2009
|
|
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
3.1
*
|
McDermott
International, Inc.'s Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to McDermott International, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008 (File No.
1-08430)).
|
|
|
3.2
*
|
McDermott
International, Inc.’s Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.1 to McDermott International, Inc.'s Current Report
on Form 8-K dated May 3, 2006 (File No. 1-08430)).
|
|
|
3.3
*
10.1
*
|
Amended
and Restated Certificate of Designation of Series D Participating
Preferred Stock (incorporated by reference to Exhibit 3.3 to McDermott
International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 (File No. 1-08430)).
2009
McDermott International, Inc. Long-Term Incentive Plan (Effective May 8,
2009) (incorporated by reference to Appendix A to McDermott International,
Inc.’s Proxy Statement dated March 27, 2009 (File No.
1-08430)).
|
|
|
31.1
**
|
Rule
13a-14(a)/15d-14(a) certification of Chief Executive
Officer.
|
|
|
31.2
**
|
Rule
13a-14(a)/15d-14(a) certification of Chief Financial
Officer.
|
|
|
32.1
**
|
Section
1350 certification of Chief Executive Officer.
|
|
|
32.2
**
|
Section
1350 certification of Chief Financial Officer.
|
|
|
101
†
|
Interactive
Data Files
|
|
|
|
*
*
Incorporated by reference to the filing
indicated.
|
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