UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended March 31, 2013
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 Number 001-31617
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 72-0679819 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |
2103 City West Blvd., 4th Floor Houston, Texas | 77042 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(713) 267-7600
None
(Former name, former address and former fiscal year, if changed since last report)
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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | 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 x No
Indicate the number shares outstanding of each of the issuer’s classes of Common Stock, as of November 4, 2013.
36,622,619 shares of Common Stock, $.01 par value
Explanatory Note
This Amendment No. 1 to Annual Report on Form 10-K (this “Amendment”) amends the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013 that was originally filed on May 22, 2013 (the “Original Form 10-K”).
This Amendment is being filed solely to provide a revised copy of Exhibit 10.69 that was included with the Original Form 10-K in response to SEC comments in connection with the Company’s confidential treatment request. The only changes that have been made to Exhibit 10.69 reflect the inclusion of a portion of the text redacted in the exhibit filed with the Original Form 10-K.
No other changes have been made to the Original Form 10-K by this Amendment. This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.
Item 6.Exhibits.
The following exhibits are filed as part of this Annual Report:
Exhibit Number | Description of Exhibit | |
| 10.69* | U.K. Search & Rescue Helicopter Service Contract dated as of March 26, 2013, between Bristow Helicopters and U.K. Department for Transport (portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended). | |
| 31.1** | Rule 13a-14(a) Certification by Chief Executive Officer of Registrant. | |
| 31.2** | Rule 13a-14(a) Certification by Chief Financial Officer of Registrant | |
| * | Filed herewith. This exhibit was previously filed with Bristow Group Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on May 22, 2013. |
| ** | Furnished herewith. |
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.
| BRISTOW GROUP INC. | ||
| By: | /s/ Jonathan E. Baliff | |
| Jonathan E. Baliff | ||
| Senior Vice President and Chief Financial Officer | ||
| By: | /s/ Brian J. Allman | |
| Brian J. Allman | ||
| Vice President, Chief Accounting Officer | ||
November 7, 2013
Index to Exhibits.
Exhibit Number | Description of Exhibit | |
| 10.69* | U.K. Search & Rescue Helicopter Service Contract dated as of March 26, 2013, between Bristow Helicopters and U.K. Department for Transport (portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended). | |
| 31.1** | Rule 13a-14(a) Certification by Chief Executive Officer of Registrant. | |
| 31.2** | Rule 13a-14(a) Certification by Chief Financial Officer of Registrant | |
| * | Filed herewith. This exhibit was previously filed with Bristow Group Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on May 22, 2013. |
| ** | Furnished herewith. |
