-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fw1ej21vZcRQAAjblHoCRsJIhcZNq31nmHaEz3HXvrVA/hsFktA9mcWH7cJuWFgJ berzCfRM09GgWGWAceXRPQ== 0000073887-09-000107.txt : 20090917 0000073887-09-000107.hdr.sgml : 20090917 20090917122100 ACCESSION NUMBER: 0000073887-09-000107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090917 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0426 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 091073915 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k-091709.htm UNREGISTERED SALE OF EQUITY SECURITIES form8k-091709.htm

 

 
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): September 15, 2009
______________________________

Bristow Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-31617
72-0679819
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation or organization)
  
Identification Number)
     
2000 W. Sam Houston Pkwy. S.,
  
77042
Suite 1700
  
(Zip Code)
Houston, Texas
    
(Address of principal executive offices)
    

Registrant’s telephone number, including area code: (713) 267-7600

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 3.02                      Unregistered Sale of Equity Securities

 
On September 15, 2009 each outstanding share of the Bristow Group Inc. 5.50% mandatory convertible preferred stock was converted into 1.418 shares of Bristow common stock.  Since there were 4,600,000 shares of mandatory convertible preferred stock outstanding on the conversion date, upon conversion Bristow issued  6,522,800 shares of its common stock.  The shares of common stock issued upon conversion were issued pursuant to the terms of the Certificate of Designation for the mandatory convertible preferred stock without any investment decision required of the holders and thus did not constitute a “sale” within the meaning of the Securities Act of 1933, as amended.  Further, since the shares of common stock were issued upon conversion of the mandatory convertible preferred stock and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion, the issuance of the shares of common stock was exempt from registration by virtue of Section 3(a)(9) of the Securities Act.
 
   

Item 8.01.                      Other Events.

 
The response to Item 3.02 is hereby incorporated by reference into this Item 8.01.
 

 
 
 

 

 
 

 
SIGNATURE

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.

Dated: September 17, 2009


BRISTOW GROUP INC.
(Registrant)

By: /s/ Randall A. Stafford
Randall A. Stafford
Vice President, General
Counsel and Corporate Secretary

 
 
 

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