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): August 14, 2009
______________________________
Bristow
Group Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31617
|
72-0679819
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation
or organization)
|
|
Identification
Number)
|
|
|
|
|
|
2000
W. Sam Houston Pkwy. S.,
|
|
77042
|
|
Suite
1700
|
|
(Zip
Code)
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|
Houston,
Texas
|
|
|
|
(Address
of principal executive offices)
|
|
|
Registrant’s
telephone number, including area code: (713) 267-7600
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2009, Jonathan H.
Cartwright notified the board of directors of Bristow Group Inc. that he
intended to resign from the board following the November 2009 board
meeting. He was designated to the board by Caledonia Investments plc,
one of Bristow’s shareholders, pursuant to a Master Agreement dated December 12,
1996 among Bristow, a predecessor in interest to Caledonia and certain other
persons. Mr. Cartwright is currently the Finance Director of
Caledonia, and Caledonia has announced that Mr. Cartwright will be leaving
Caledonia once a successor has been recruited. Under the Master
Agreement, William P. Wyatt, the other director designated to Bristow’s board by
Caledonia, is entitled to designate an individual to replace Mr. Cartwright on
Bristow’s board. Mr. Cartwright’s notice of intent to resign from the
Board did not arise from any disagreement with the Company or on any
matter relating to the Company’s operations, policies or practices.
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.
Dated:
August 19, 2009
BRISTOW
GROUP INC.
(Registrant)
By: /s/ Randall A.
Stafford
Randall
A. Stafford
Vice
President, General
Counsel
and Corporate Secretary