0000098222 tdw:SeriesBWarrantsToPurchaseSharesOfCommonStock2Member 2019-10-25 2019-10-25
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): October 25, 2019
TIDEWATER INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 1-6311 | | 72-0487776 |
(State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
6002 Rogerdale Road, Suite 600 Houston, Texas | | | | 77072 |
(Address of principal executive offices) | | | | (Zip Code) |
(713) 470-5300
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.001 par value per share | | TDW | | New York Stock Exchange |
Series A Warrants to purchase shares of common stock | | TDW.WS.A | | New York Stock Exchange |
Series B Warrants to purchase shares of common stock | | TDW.WS.B | | New York Stock Exchange |
Warrants to purchase shares of common stock | | TDW.WS | | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On October 30, 2019, Tidewater Inc. (“Tidewater”) issued a press release, attached as Exhibit 99.1 to this Form 8-K (the “Press Release”), announcing that its board of directors (the “Board”) has approved a decrease in size from ten to eight members, effective October 28, 2019, following the resignation of two of its members, Thomas R. Bates, Jr. and Steven L. Newman. The resignation of Mr. Bates, who had served as chairman of the Board, was effective on October 25, 2019 while the resignation of Mr. Newman was effective on October 26, 2019. The Board has appointed Larry T. Rigdon, an independent director, to succeed Mr. Bates as chairman of the Board.
As described in the Press Release, the Board, in support of its previously-disclosed commitment to reducing its overall size, has voted to further reduce the size of the Board from eight to seven members, effective at Tidewater’s 2020 annual meeting of stockholders. The Board intends to nominate the following seven individuals for election as director at the 2020 annual meeting, each of whom is currently serving on the Board: Randee E. Day, Dick Fagerstal, Quintin V. Kneen, Louis A. Raspino, Larry T. Rigdon, Robert P. Tamburrino, and Kenneth H. Traub.
| Item 9.01 | Financial Statements and Exhibits. |
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 hereunto duly authorized.
| | |
| | TIDEWATER INC. |
| | | |
By: | | /s/ Quintin V. Kneen |
| | Quintin V. Kneen |
| | President and CEO |
Date: October 30, 2019
