UNITED STATES
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): June 12, 2009
Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 0-22303 72-1147390
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
567 Thompson Road, Houma, Louisiana 70363
(Address of principal executive offices) (Zip Code)
(985) 872-2100
(Registrant's telephone number, including area code)
N/A
(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 obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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.
(e) On June 12, 2009, the Compensation Committee (the "Committee") of the
Board of Directors of Gulf Island Fabrication, Inc. ("Gulf Island") authorized
Gulf Island to enter into Change of Control Agreements (collectively, the
"Agreements") with certain officers of the company, including Kerry J. Chauvin,
Kirk J. Meche and Robin A. Seibert (collectively, the "Executives"). The
Agreements were entered into effective June 17, 2009. The Agreements entitle the
Executives to receive additional benefits in the event of the termination of
employment under certain circumstances following a change of control of Gulf
Island, as described below.
Each Agreement provides that if, during a specified period of time
following a change of control, Gulf Island or its successor terminates the
Executive other than by reason of death, disability or cause (as defined in the
Agreements), or the Executive voluntarily terminates his employment for good
reason (as defined in the Agreement), the Executive will receive a lump-sum cash
payment equal to the sum of his prorated bonus plus two times (in the case of
Mr. Chauvin) and one and one half times (in the case of Messrs. Meche and
Seibert) the sum of (a) the Executive's base salary in effect at the time of
termination and (b) the highest annual bonus awarded to the Executive during the
three fiscal years immediately preceding the termination date. This specified
period of time following a change of control is twenty-four months for Mr.
Chauvin and eighteen months for the other Executives. Gulf Island shall continue
to provide to the Executive insurance and welfare benefits until the earlier of
(a) December 31 of the first calendar year following the calendar year of the
termination or (b) the date the Executive accepts new employment. The benefits
provided under the Agreements are in addition to the value of any accelerated
vesting of shares of restricted stock or stock options resulting from a change
of control under Gulf Island's stock incentive plans. If any part of the
payments or benefits received by the Executive in connection with a termination
following a change of control constitutes an excess parachute payment under
Section 4999 of the Internal Revenue Code, the Executive will receive the
greater of (1) the amount of such payments and benefits reduced so that none of
the amount constitutes an excess parachute payment, net of income taxes, or (2)
the amount of such payments and benefits, net of income taxes and net of excise
taxes under Section 4999 of the Internal Revenue Code. A copy of each of the
Agreements is attached hereto as Exhibits 99.1, 99.2 and 99.3.
On June 17, 2009, the Committee granted shares of restricted stock to
each of the following named executive officers. The restricted stock entitles
the holder to all rights of a shareholder of the Company with respect to the
restricted stock, including the right to vote the shares and receive all
dividends and other distributions declared thereon. The restrictions on the
shares of restricted stock will lapse on June 17, 2012. The form of restricted
stock agreement is attached hereto as Exhibit 99.4.
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Recipient Shares of Restricted Stock
Kerry J. Chauvin 10,000
Kirk J. Meche 6,000
Robin A. Seibert 4,000
William G. Blanchard 4,000
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
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.
GULF ISLAND FABRICATION, INC.
By: /s/ Robin A. Seibert
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Robin A. Seibert
Vice President - Finance,
Chief Financial Officer
and Treasurer
Dated: June 18, 2009
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Gulf Island Fabrication, Inc.
Exhibit Index
Exhibit
Number
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99.1 Change of Control Agreement between Gulf Island Fabrication, Inc.
and Kerry J. Chauvin.
99.2 Change of Control Agreement between Gulf Island Fabrication, Inc.
and Kirk J. Meche.
99.3 Change of Control Agreement between Gulf Island Fabrication, Inc.
and Robin A. Seibert.
99.4 Form of Restricted Stock Agreement under the Long-Term Incentive
Plan.
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