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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 17, 1997
DEEPTECH INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-23934 76-0289338
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
600 TRAVIS STREET
SUITE 7500
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 224-7400
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ITEM 5. OTHER EVENTS
In September 1997, DeepTech International Inc. (the "Company") entered
into a restructuring agreement with Tatham Offshore, Inc. ("Tatham Offshore") to
arrange for the prepayment by Tatham Offshore of the aggregate principal amount
of $60 million under those certain Subordinated Convertible Promissory Notes
(the "Notes") held by the Company. Under the restructuring agreement, the
Company had the right to consummate one of three options to (i) convert the
Notes into common stock of Tatham Offshore, (ii) receive all of the capital
stock of Tatham Offshore Development, Inc. and certain rights under a drilling
order or (iii) receive preferred stock of Tatham Offshore, as payment in full by
Tatham Offshore of its debt to the Company under the Notes.
On December 17, 1997, the Company exercised its option to convert all
of the principal amount outstanding under the Notes into Tatham Offshore common
stock. As a result of such conversion, the Company was issued 26,666,667 shares
of Tatham Offshore's common stock. After issuance, the Company will hold
approximately 94% of the outstanding shares of common stock of Tatham Offshore.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) None.
(b) None.
(c) Exhibits
10.1 Restructuring Agreement dated September 22, 1997,
between DeepTech International Inc. and Tatham
Offshore, Inc.
99.1 Press Release of DeepTech International Inc. dated
December 17, 1997.
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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.
DEEPTECH INTERNATIONAL INC.
Date: December 31, 1997 /s/ DENNIS A. KUNETKA
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Dennis A. Kunetka
Senior Vice President - Corporate Finance
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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10.1 Restructuring Agreement dated September 22, 1997, between DeepTech
International Inc. and Tatham Offshore, Inc.
99.1 Press Release of DeepTech International Inc. dated December 17, 1997.