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
June 6, 2006
(Date of earliest event reported)
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31617
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72-0679819 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
2000
West Sam Houston Parkway South, Suite 1700,
Houston, Texas 77042
(Address of principal executive offices)
(713) 267-7600
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Employment Agreement. On June 6, 2006, Bristow Group Inc. (the “Company”) entered into an
amended and restated employment agreement with each of William E. Chiles, the Company’s President
and Chief Executive Officer, and Mark B. Duncan, the Company’s Senior Vice President, Global
Business Development. The purpose of these amendments was to conform the employment agreements of
these individuals to the Company’s standard-form executive employment agreements while preserving
the material terms of their existing employment and change of control agreements, which were
negated by the amended and restated agreements. Specifically, Mr. Chiles’ amended and restated
employment agreement changed Mr. Chiles’s terms of employment relating to, among other things, (1)
the circumstances under which Mr. Chiles is entitled to receive severance payments, (2) the vesting
of certain long-term incentive compensation, (3) the definition of “Good Reason,” “Disability,”
“Change of Control” and “Cause,” (4) the supervision of the Company’s Board of Directors over Mr.
Chiles’ salary, (5) cooperation with investigations of the Company, (6) temporary living expenses
and expense reimbursement and (7) Mr. Chiles’ annual base salary, which was increased from $425,000
to $486,200. Mr. Duncan’s amended and restated employment agreement changed Mr. Duncan’s terms of
employment relating to, among other things, (1) the circumstances under which Mr. Duncan is
entitled to severance payments, and the size, duration and composition of these payments, (2) the
vesting of certain long-term incentive compensation, (3) employment following a Change of Control,
(4) the definition of “Good Reason,” “Change of Control” and “Cause,” (5) the supervision of the
Company’s Board of Directors over Mr. Duncan’s salary, (6) cooperation with investigations of the
Company and (7) Mr. Duncan’s annual base salary, which was increased from $217,500 to $260,000.
The description of the amended and restated employment agreements provided herein is qualified in
its entirety by the amended and restated employment agreements, copies of which are filed as
Exhibits 10.1 and 10.2 to this Report.
As amended and restated, Mr. Chiles’ employment agreement has a term of three years beginning on
June 21, 2004 (the date of his original employment agreement), and, upon each anniversary, this
term will be automatically extended by successive one year periods unless either party thereto
gives appropriate notice of nonrenewal. Under the agreement, Mr. Chiles serves as President and
Chief Executive Officer of the Company and reports to the Board of Directors. Effective April 1,
2006, Mr. Chiles’ annual base salary is $486,200 and he will be eligible for an annual cash bonus,
if he and the Company meet certain performance targets, of up to 150% of his base salary. The
Company will also credit an annual amount equal to 20% of Mr. Chiles’ annual salary and bonus to
Mr. Chiles pursuant to the Deferred Compensation Plan. The Company will provide Mr. Chiles a
ten-year term life insurance policy in the amount of $3 million payable to his designated
beneficiaries. In addition, Mr. Chiles receives a car allowance of $1,500 per month. If Mr.
Chiles’ employment is terminated by the Company without Cause or by him for Good Reason (as those
terms are defined in Mr. Chiles’s employment agreement) or under certain other circumstances
specified in the agreement, he will be entitled to a lump sum cash payment calculated pursuant to a
formula set forth in the agreement, along with other benefits. The lump sum payment is equal to
(i) if the termination occurs within two years of a Change of Control, as defined, three times the
sum of Mr. Chiles’s Annual Base Salary, as defined, and Highest Annual Bonus, as defined and (ii)
if the termination occurs at any other time, two times the sum of Mr. Chiles’s Annual Base Salary
and Target Annual Bonus, as defined. The agreement also contains
confidentiality, non-competition,
non-employee solicitation, change-of-control and other provisions.
As amended and restated, Mr. Duncan’s employment agreement has an initial term of two years
beginning on January 24, 2005 (the date of his original employment agreement), and, beginning on
January 24, 2007, this term will be automatically extended by successive one-year periods unless
either party gives appropriate notice of nonrenewal. Under the agreement, Mr. Duncan serves as
Senior Vice President, Global Business Development of the Company and reports to the President and
Chief Executive Officer of the Company. Effective April 1, 2006, Mr. Duncan’s annual base salary is
$260,000 and he will be eligible for an annual cash bonus, if he and the Company meet certain
performance targets, of up to 100% of his base salary. The Company will also credit an annual
amount equal to 15% of Mr. Duncan’s annual salary and bonus to Mr. Duncan pursuant to the Company’s
Deferred Compensation Plan. The Company will provide Mr. Duncan with a term life insurance policy
in the amount of $500,000 payable to his designated beneficiaries. In addition, Mr. Duncan
receives a car allowance of $1,500 per month. If Mr. Duncan’s employment is terminated by the
Company without Cause or by him for Good Reason (as those terms are defined in the agreement) or
under certain other circumstances specified in the agreement, he will be
entitled to a lump sum cash payment calculated pursuant to a formula set forth in the agreement,
along with other benefits. The lump sum payment is equal to (i) if the termination occurs within
two years of a Change of Control, as defined, two and one half times the sum of Mr. Duncan’s Annual
Base Salary, as defined, and Highest Annual Bonus, as defined and (ii) if the termination occurs at
any other time, one and one half times the sum of Mr. Duncan’s Annual Base Salary and Target Annual
Bonus, as defined. The agreement also contains confidentiality, non-competition, employee
non-solicitation, change-of-control and other provisions.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Description of Exhibit |
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10.1
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Amended and Restated Employment Agreement, between the Company
and William E. Chiles, dated June 6, 2006 |
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10.2
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Amended and Restated Employment Agreement, between the Company
and Mark B. Duncan, dated June 6, 2006 |