UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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of report (Date of earliest event reported):
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January 30, 2007 |
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Diamond Offshore Drilling, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-13926
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76-0321760 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
15415 Katy Freeway
Houston, Texas 77094
(Address of Principal Executive Offices and Zip Code)
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| Registrant’s telephone number, including area code:
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(281) 492-5300 |
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line 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
(d) On January 30, 2007, the Board of Directors (the “Board”) of Diamond Offshore Drilling,
Inc. (the “Company”) appointed John R. Bolton to the Board to serve as an independent director of
the Company. Immediately prior to his appointment, the Company’s Board was increased to nine
persons and Mr. Bolton was appointed to fill the vacancy resulting from the increase.
Mr. Bolton will be paid retainer amounts in accordance with the Company’s director
compensation policy. Under the Company’s director compensation policy, each of the Company’s
non-employee directors receives an annual cash retainer of $25,000, and the Company pays each of
its non-employee directors a fee of $1,500 for attendance at each meeting of the Board, in addition
to the reasonable costs and expenses incurred by these directors in relation to their services. In
addition, each of the Company’s non-employee directors receives a quarterly award of options to
purchase 500 shares of the Company’s common stock in accordance with the terms of the Company’s
Second Amended and Restated 2000 Stock Option Plan. The options vest immediately with some options
having terms of five years and some ten years from the date of grant. Although Mr. Bolton was not
granted any options in connection with his appointment, he will be eligible to receive a grant at
the time of the next quarterly award of stock options.
On the date of his appointment, Mr. Bolton was not appointed to any committees of the Board.
A press release announcing Mr. Bolton’s appointment to the Board is attached as Exhibit 99.1
hereto, and is incorporated herein by reference.
Item 8.01. Other Events
On January 30, 2007, the Company issued a press release announcing that the Board has declared
a quarterly cash dividend of $0.125 per share of common stock, payable on March 1, 2007 to
shareholders of record on February 14, 2007, and, in addition, a special cash dividend of $4.00 per
share of common stock, payable on March 1, 2007 to shareholders of record on February 14, 2007.
The Board may, in subsequent years, consider paying additional annual special dividends, in amounts
to be determined, if it believes that the Company’s financial position, earnings outlook, capital
spending plans and other relevant factors warrant such action at that time.
Filed herewith is a copy of such press release.
Statements in this report that contain “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, may include, but are not limited to, statements concerning future
dividends and actions by the Company’s Board, future contracts, future offshore drilling rig
dayrates and terms and the Company’s earnings outlook. Forward-looking statements include, without
limitation, statements which project, indicate or imply future results and may contain words like
“expect,” “intend,”
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“plan,” “will,” “would,” “may,” “estimated” and “budgeted,” among others. Such statements are
inherently subject to a variety of risks and uncertainties that could cause actual results to
differ materially from those anticipated or projected. A discussion of the risk factors that could
impact these areas and the Company’s overall business and financial performance can be found in the
Company’s reports and other filings with the Securities and Exchange Commission. These factors
include, among others, general economic and business conditions, changes in oil and natural gas
prices, casualty losses, industry fleet capacity, changes in foreign and domestic oil and gas
exploration and production activity, competition, changes in foreign, political, social and
economic conditions, regulatory initiatives and compliance with governmental regulations, customer
preferences and various other matters, many of which are beyond the Company’s control. Given these
concerns, investors and analysts should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as of the date of this report. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in the Company’s expectations with regard thereto
or any change in events, conditions or circumstances on which any forward-looking statement is
based.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits.
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Description |
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99.1 |
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Press Release of January 30, 2007 entitled “Diamond
Offshore Drilling, Inc. Announces Board Appointment” |
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99.2 |
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Press Release of January 30, 2007 entitled “Diamond
Offshore Drilling, Inc. Declares Cash Dividend of $0.125
Per Share — Also Declares Special Cash Dividend of $4.00
Per Share” |
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