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): February 1, 2006
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-31617
(Commission File Number)
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72-0679819
(IRS Employer
Identification No.) |
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2000 W. Sam Houston
Parkway South, Suite 1700
Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code) |
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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective February 1, 2006, Offshore Logistics, Inc. (the “Company”) merged with one of its
wholly owned subsidiaries. In conjunction with this merger, the Certificate of Incorporation of
the Company was amended to change the Company’s name to Bristow Group Inc. Other than this name
change, the Certificate of Incorporation of the Company remains in full force and effect. The
Certificate of Ownership and Merger filed with the Delaware Secretary of State in connection with
this transaction is filed as Exhibit 3.1 to this Current Report and is incorporated herein by
reference.
On February 1, 2006, the Company issued a press release announcing the transaction described
above. The press release is filed as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Description of Exhibit |
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3.1
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Certificate of Ownership and Merger Merging OL Sub, Inc. into Offshore Logistics, Inc.,
effective February 1, 2006 |
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99.1
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Press Release dated February 1, 2006 |