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): February 19, 2010
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation) | | 1-10945
(Commission File Number) | | 95-2628227
(I.R.S. Employer
Identification No.) |
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| 11911 FM 529 | | |
Houston, Texas
(Address of principal executive offices) | | 77041
(Zip Code) |
Registrant’s telephone number, including area code: (713) 329-4500
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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On February 22, 2010, Oceaneering issued a press release announcing that its Board of Directors has approved a share repurchase program authorizing the Company to purchase up to 6,000,000 shares of Oceaneering’s common stock. The press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by this reference.
The information in Item 8.01 of this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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| Item 9.01 | | Financial Statements and Exhibits |
(d) Exhibits
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| | 99.1 | | | Press release issued by Oceaneering International, Inc. dated February 22, 2010 |
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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.
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| | OCEANEERING INTERNATIONAL, INC.
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| | By: | /s/ George R. Haubenreich, Jr. | |
| | | George R. Haubenreich, Jr. | |
| Date: February 22, 2010 | | Senior Vice President, General Counsel and Secretary | |
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EXHIBIT INDEX
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| No. | | Description |
| | 99.1 | | | Press release issued by Oceaneering International, Inc. dated February 22, 2010 |
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