-----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, Cm/3M/TTBOf1MQqYwD4bz+PKZGwkC1WTb6HBqqf1/Bs+jN39xW4Hu3JGAlA4t1jU fpUllSaUqjykwy8pyYSK8A== 0000906280-97-000070.txt : 19970425 0000906280-97-000070.hdr.sgml : 19970425 ACCESSION NUMBER: 0000906280-97-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970410 ITEM INFORMATION: Other events FILED AS OF DATE: 19970424 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN OILFIELD DIVERS INC CENTRAL INDEX KEY: 0000906520 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 720918249 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22032 FILM NUMBER: 97586387 BUSINESS ADDRESS: STREET 1: 130 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182344590 MAIL ADDRESS: STREET 1: 130 E KALISTE SALOOM ROAD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 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 April 10, 1997 Date of Report (Date of earliest event reported) AMERICAN OILFIELD DIVERS, INC. (Exact name of Registrant as specified in its charter) LOUISIANA 0-22032 72-0918249 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification of incorporation). Number) 130 East Kaliste Saloom Road Lafayette, Louisiana 70508 (Address of principal executive offices) (Zip Code) (318) 234-4590 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On April 10, 1997, American Oilfield Divers, Inc. ("Registrant"), announced the Resignation of its Chief Operating Officer. On April 22, 1997, the Registrant announced that it has reached an agreement in principle to acquire the assets of Contract Diving Services, PTY., Ltd. Such matters are described in the press release attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (a) No financial statements are filed with this report. (b) Exhibits. 99.1 Press release issued by American Oilfield Divers, Inc. on April 10, 1997 announcing the resignation of its Chief Operating Officer. 99.2 Press release issued by American Oilfield Divers, Inc. on April 22, 1997 concerning an agreement in principle to acquire the assets of Contract Diving Services, PTY, Ltd. 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. By: /s/ Cathy M. Green ________________________ Cathy M. Green Vice President and Chief Financial Officer Dated: April 22, 1997 EXHIBIT INDEX 99.1 Press release issued by American Oilfield Divers, Inc. announcing the resignation of its Chief Operating Officer. 99.2 Press release issued by American Oilfield Divers, Inc. on April 22, 1997 concerning an agreement in principle to acquire the assets of Contract Diving Services, PTY., Ltd. EX-99 2 EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For further information contact: Greg Rosenstein Cathy Green Manager of Investor Relations Chief Financial Officer (318) 234-4590 (318) 234-4590 FOR IMMEDIATE RELEASE THURSDAY, APRIL 10, 1997 AMERICAN OILFIELD DIVERS. INC. ANNOUNCES RESIGNATION OF COO PRENTISS A. FREEMAN Lafayette, LA -- American Oilfield Divers, Inc. (NASDAQ: DIVE) today announced that Chief Operating Officer Prentiss (Sonny) A. Freeman has resigned his position as an executive officer and director of the Company. He will remain with AOD in a consulting capacity for approximately three months. Rod Stanley, AOD's President and Chief Executive Officer stated, "Sonny played an integral part in the development of AOD, particularly the Company's core Gulf of Mexico subsea services business. We valued his contributions over the years in the growth of AOD, and will miss his dynamic presence. We wish Sonny well in his future endeavors and look forward to working with him during this transition period." Mr. Stanley will assume Mr. Freeman's duties and responsibilities, and the Company has no immediate plans to fill the position of Chief Operating Officer. The Company, however, will consider adding personnel to manage its expansion into deepwater and international markets. American Oilfield Divers, Inc., is a leading provider of subsea services and related products, including diving, marine construction and environmental services to the offshore oil and gas industry, primarily in the U.S. Gulf of Mexico, U.S. West Coast, internationally and to certain U.S. inland customers. # # # # EX-99 3 EXHIBIT 99.2 Exhibit 99.2 NEWS RELEASE For further information contact: Greg Rosenstein Cathy Green Manager of Investor Relations Chief Financial Officer (318) 234-4590 (318) 234-4590 FOR IMMEDIATE RELEASE TUESDAY, APRIL 22, 1997 AMERICAN OILFIELD DIVERS, INC. REACHES AGREEMENT IN PRINCIPLE TO ACQUIRE ASSETS OF CONTRACT DIVING SERVICES, PTY., LTD. Lafayette, LA -- American Oilfield Divers, Inc. (NASDAQ: DIVE) announced today that it has reached an agreement in principle with the owners to acquire for an undisclosed sum of cash substantially all of the assets of Contract Diving Services, Pty. Ltd., and its affiliates, a subsea services provider based in Perth, Western Australia. The transaction is expected to close prior to the end of the second quarter of this year. Founded in 1978, Contract Diving Services is a leading provider of subsea services throughout Australia and in parts of Southeast Asia, including offshore and inland diving; vessels; subsea geotechnical drilling, sampling and engineering; remotely operated vehicles; and related ancillary services. Contract Diving Services currently operates two NEWTSUITs, one-atmosphere diving suits, which have been gaining wide support from the oil and gas industry as well as water resources authorities in the Australian market. Contract Diving Services also provides logistical and technical support for the the Remora submarine rescue system, owned by the Australian Submarine Corporation. NEWTSUITs and the Remora are both manufactured by Hard Suits Inc., a subsidiary of AOD. In addition to its core of divers and specialist engineers, Contract Diving Services is led by a strong and experienced management team including Colin J. Murphy, Managing Director and Anthony A. Miller, Director - Sales and Marketing, both with more than 20 years experience in the oil and gas industry and civil construction diving infrastructure projects. Both managers worked previously with McDermott International, Inc. and Oceaneering International, Inc. until establishing Contract Diving in 1978 and intend to join AOD after the acquisition together with Contract Diving's other employees. Rod Stanley, AOD's President and CEO, stated, "The acquisition of Contract Diving represents a major leap forward for AOD in the Asia Pacific region, and confirms our commitment to maximize the returns on the proceeds of our secondary offering. With the capabilities of Contract Diving and the support of AOD's team, we intend to use Perth as our platform to pursue a multitude of opportunities in the Asia Pacific region, including opportunities for sales and installations of pipeline connectors and tie-ins manufactured by our Big Inch Marine Systems, Inc. subsidiary, and marginal field production systems manufactured by our Tarpon Systems, Inc. subsidiary. We believe demand for oilfield services in this region is growing and AOD's service and product mix is well suited to capitalize on the opportunities in this area. Colin and Anthony are creative, dynamic leaders and are well respected in this area." Stanley added, "We expect Contract Diving to be positive contributors to our bottomline in fiscal 1997 and anticipate annualized revenue levels of USD$8 to USD$10 million at approximately 30% gross profit margins." more . . . This release contains forward-looking statements regarding the expected closing of the acquisition and expected revenues, gross margins and earnings contributions of Contract Diving Services in fiscal 1997. The acquisition is subject to approval by the Board of Directors of AOD, obtaining third-party consents, and finalization of a definitive agreement containing terms and conditions customary to transactions of this type. The following factors, among others, could cause the actual revenues, gross margins and earnings to vary materially from expected levels: prices of crude oil and natural gas, weather conditions in offshore markets, capital expenditures by customers and the Company's ability to procure large turnkey projects. These and other important factors that might affect projections are discussed in more detail in AOD's Form 10-K for the fiscal year ended December 31, 1996 on file with the United States Securities and Exchange Commission. American Oilfield Divers, Inc., is a leading provider of subsea services and related products, including diving, marine construction and environmental services to the offshore oil and gas industry, primarily in the U.S. Gulf of Mexico, U.S. West Coast, internationally and to certain U.S. inland customers. # # # # -----END PRIVACY-ENHANCED MESSAGE-----