-----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, FW/09sEzyPsJVaF1IeR5F+Hvn5OiEYxG11oCComGLbeOys7JRekdkJaY7DgeLfJd 5DKavobnb3eOPD/CyWrhpw== 0000950134-06-005409.txt : 20060317 0000950134-06-005409.hdr.sgml : 20060317 20060317121342 ACCESSION NUMBER: 0000950134-06-005409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060312 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11516 FILM NUMBER: 06694716 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 8-K 1 d34177e8vk.htm FORM 8-K e8vk
 

 
 
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: March 12, 2006
(DATE OF EARLIEST EVENT REPORTED)
REMINGTON OIL AND GAS CORPORATION
(Exact name of Registrant as specified in its charter)
         
Delaware
(State of Incorporation) 		  1-11516
(Commission File No.) 		  75-2369148
(I.R.S. Employer
Identification No.)
         
8201 Preston Road – Suite 600
Dallas, Texas
(Address of Principal executive offices) 		      75225-6211
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (214) 210-2650
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
     Executive Officer Compensation
     By resolution at its January 20, 2006 meeting, the Compensation Committee of the Board of Directors approved Remington Oil and Gas Corporation’s (“Remington”) 2006 retention bonus pool in a total amount of approximately $1.8 million, to be paid to employees of Remington who remain employed by Remington until the proposed merger between Remington and a wholly owned subsidiary of Helix Energy Solutions Group, Inc. (f/k/a Cal Dive International, Inc.) is consummated. The Board of Directors approved the 2006 retention bonus pool by a unanimous vote at its January 22, 2006 special meeting relating to the proposed merger. On March 12, 2006, based on the recommendations of Mr. James A. Watt, Chairman and Chief Executive Officer of Remington, and in accordance with the Compensation Committee Charter and Remington’s bylaws, the following retention bonuses were awarded to named executive officers:
             
Murphy, Robert
  President/COO   $ 240,000  
Cox, Greg
  Vice President/Exploration   $ 96,000  
Smith, Frank
  Sr. Vice President/Finance   $ 73,600  
Craig, Steve
  Sr. Vice President   $ 73,200  
     Forward-Looking Statements
     Statements in this report regarding the proposed merger involving Remington and Helix Energy Solutions Group, Inc. (“Helix ESG”), the expected timetable for completing the transaction, financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Remington or Helix ESG managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: stockholders could not vote to approve the transaction; regulatory approvals might not be obtained; the ability to consummate the transaction; and the other factors described in Remington’s and Helix ESG’s respective Annual Reports on Form 10-K for the year ended December 31, 2004 and the companies’ most recent quarterly reports filed with the Securities and Exchange Commission (“SEC”). Remington disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this report.
     Additional Information About the Merger and Where to Find It

 

 

     Remington and Helix ESG will file a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction between Remington and Helix ESG with the SEC. Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Remington free of charge by requesting them in writing from Remington or by telephone at (214) 210-2650. You may obtain documents filed with the SEC by Helix ESG free of charge by requesting them in writing from Helix ESG or by telephone at (281) 618-0400.
     SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
     Remington and Helix ESG, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Remington in connection with the merger. Information about the directors and executive officers of Remington and their ownership of stock of Remington is set forth in the proxy statement for Remington’s 2005 Annual Meeting of Stockholders. Information about the directors and executive officers of Helix ESG and their ownership of Helix ESG stock is set forth in the proxy statement for Helix ESG’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

 

 

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant as of the date below has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
         
    REMINGTON OIL AND GAS CORPORATION
 
        
March 16, 2006
  By:   /s/ James A. Watt
 
       
 
      James A. Watt
 
      Chairman and Chief Executive Officer

 

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