S-8

As filed with the Securities and Exchange Commission on June 12, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

Minnesota	95-3409686
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3505 West Sam Houston Parkway North

Suite 400

Houston, TX 77043

(Address of principal executive offices and zip code)

Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan

(As Amended and Restated Effective May 15, 2024)

(Full title of the plan)

Kenneth E. Neikirk

Executive Vice President, General Counsel and Corporate Secretary

3505 West Sam Houston Parkway North, Suite 400

Houston, TX 77043

(281) 618-0400

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer  ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

PART I

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 7,000,000 shares of common stock, no par value (“Common Stock”), of Helix Energy Solutions Group, Inc. (the “Registrant”) issuable under the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (As Amended and Restated Effective May 15, 2024) (the “Amended and Restated 2005 LTIP”).  Such shares represent only those additional shares of Common Stock to be issued under the Amended and Restated 2005 LTIP, as authorized and approved by the shareholders of the Registrant at its 2024 Annual Meeting of Shareholders held on May 15, 2024. In accordance with Section E of the General Instructions to Form S-8, the contents of the Registration Statements on Form S-8 as previously filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2012 and January 14, 2022, Registration Nos. 333-183532 and 333-262174, respectively, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:

(a) the contents of the Registration Statements on Form S-8 previously filed with the Commission on August 24, 2012 (File No. 333-183532) and January 14, 2022 (File No. 333-262174);

(b) the Registrant’s Annual Report on Form 10-K (File No. 001-32936) for the year ended December 31, 2023, filed with the Commission on February 29, 2024 (the “2023 Form 10-K”);

(c) the information specifically incorporated by reference into the 2023 Form 10-K from the Registrant’s definitive proxy statement on Schedule 14A (File No. 001-32936) (other than information furnished rather than filed) filed with the Commission on April 3, 2024;

(d) the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32936) for the quarterly period ended March 31, 2024 filed with the Commission on April 26, 2024;

(e) the Registrant’s Current Reports on Form 8-K (File No. 001-32936) filed with the Commission on March 22, 2024 and May 15, 2024 to the extent the information in such reports is filed and not furnished; and

(f) the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-32936) filed with the Commission on June 30, 2006, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Amendment No. 1 to Form 8-A (File No. 001-32936) filed with the Commission on October 25, 2019.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except for any information therein deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules.  For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock to be issued under the Amended and Restated 2005 LTIP will be passed upon by Kenneth E. Neikirk, the Registrant’s Executive Vice President, General Counsel and Corporate Secretary.  Mr. Neikirk is a full-time employee of the Registrant, owns less than 1% of the Registrant’s outstanding Common Stock, and is eligible to participate in the Amended and Restated 2005 LTIP and receive shares of Common Stock thereunder.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed below:

Exhibit Number	Exhibit Description
4.1	2005 Amended and Restated Articles of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)).
4.2	Second Amended and Restated By-Laws of Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)).
4.3	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.7 to the Form 8-A filed on June 30, 2006 (001-32936)).

4.4	2005 Long Term Incentive Plan of the Registrant, as Amended and Restated Effective May 15, 2024 (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement filed on April 3, 2024 (001-32936)).
5.1	Opinion of Kenneth E. Neikirk.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Kenneth E. Neikirk (included in Exhibit 5.1).*
24.1	Power of Attorney (included on the signature page to this Registration Statement).*
107	Filing Fee Table. *

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 12, 2024.

HELIX ENERGY SOLUTIONS GROUP, INC.
By:	/s/ Kenneth E. Neikirk
	Kenneth E. Neikirk
	Executive Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth E. Neikirk and Erik Staffeldt, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments or any abbreviated Registration Statement and any amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Commission, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Owen Kratz	President, Chief Executive Officer and Director (Principal Executive Officer)	June 12, 2024
Owen Kratz
/s/ Erik Staffeldt	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 12, 2024
Erik Staffeldt
/s/ Brent Arriaga	Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	June 12, 2024
Brent Arriaga
/s/ Amerino Gatti	Director	June 12, 2024
Amerino Gatti

/s/ Diana Glassman	Director	June 12, 2024
Diana Glassman
/s/ Paula Harris	Director	June 12, 2024
Paula Harris
/s/ T. Mitch Little	Director	June 12, 2024
T. Mitch Little

/s/ John V. Lovoi	Director	June 12, 2024
John V. Lovoi
/s/ Amy H. Nelson	Director	June 12, 2024
Amy H. Nelson
/s/ William L. Transier	Director	June 12, 2024
William L. Transier

EX-5.1

Exhibit 5.1

Ken Neikirk
Executive Vice President,
General Counsel and Corporate Secretary

June 12, 2024

Helix Energy Solutions Group, Inc.

3505 West Sam Houston Parkway North

Suite 400

Houston, Texas 77043

Re: The Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (As Amended and Restated Effective May 15, 2024)

Ladies and Gentlemen:

I am Executive Vice President, General Counsel and Secretary of Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”).  This opinion is being rendered in connection with a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company today with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of 7,000,000 shares (the “Shares”) of common stock, no par value per share, of the Company (“Common Stock”), issuable pursuant to the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (As Amended and Restated Effective May 15, 2024) (the “Plan”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares of Common Stock.

I have examined and am relying on originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and such other instruments, certificates and representations of public officials and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based on the foregoing and subject to the qualifications, limitations and assumptions stated herein, it is my opinion that the Shares of Common Stock have been duly authorized by all necessary corporate action of the Company and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

Helix Energy Solutions Group, Inc.

Page 2 of 2

June 12, 2024

The foregoing opinion is limited to the Minnesota Business Corporation Act as in effect on the date hereof and no opinion is expressed to the extent that any other laws are applicable to the subject matter hereof.  No opinion is expressed and no assurance is given as to compliance with any federal or state securities law, rule or regulation. By rendering this opinion, I do not undertake to advise with respect to any other matter or any change in such laws or the interpretation thereof that may occur after the date hereof.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me contained under the heading “Interests of Named Experts and Counsel.”  By giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Kenneth E. Neikirk

Kenneth E. Neikirk

Executive Vice President,

General Counsel and Corporate Secretary

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 28, 2024, with respect to the consolidated financial statements of Helix Energy Solutions Group, Inc. and subsidiaries’, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas

June 12, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Helix Energy Solutions Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common Stock, no par value	Rule 457(c) and Rule 457(h)	7,000,000 (1) (2)	10.33 (3)	72,310,000	$147.60 per $1,000,000,000	10,672.96
	Total Offering Amounts					$72,310,000		$10,672.96
	Total Fee Offsets							-
	Net Fee Due							$10,672.96

(1) Represents newly registered shares of common stock, no par value (the “Common Stock”), of Helix Energy Solutions Group, Inc., issuable pursuant to the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (As Amended and Restated Effective May 15, 2024) (the “Plan”).

(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also registered hereunder such indeterminate number of additional shares of Common Stock as may become available for issuance from time to time pursuant to the Plan as a result of stock splits, stock dividends or other similar transactions which result in an increase in the number of outstanding shares of Common Stock.

(3) The registration fee with respect to the shares of Common Stock has been computed in accordance with paragraphs (c) and (h) of Rule 457 of the Securities Act, based on a price of $10.33 per share of Common Stock, which is the average of the daily high and low prices of the shares of Common Stock as reported on the New York Stock Exchange on June 7, 2024.