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 25, 2006
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10945
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95-2628227 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 11911 FM 529 |
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| Houston, Texas
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77041 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 329-4500
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 1.01 Entry into a Material Definitive Agreement
In connection with the appointment of Mr. W. Cardon Gerner as Vice President and Chief
Accounting Officer of Oceaneering International, Inc., effective as of September 1, 2006 (which is
described in Item 5.02 of this current report on Form 8-K), Oceaneering entered into an
Indemnification Agreement with Mr. Gerner, using the same form as Oceaneering’s form
Indemnification Agreement with each of Oceaneering’s directors and certain of its executive
officers. As indicated in Item 9.01 of this current report on Form 8-K, Oceaneering previously
filed a copy of that form agreement with the Securities and Exchange Commission. That form
agreement is hereby incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Officers.
On August 25, 2006, the Board of Directors of Oceaneering International, Inc. appointed Mr. W.
Cardon Gerner as Vice President and Chief Accounting Officer of Oceaneering, effective as of
September 1, 2006. As such, Mr. Gerner will be Oceaneering’s principal accounting officer. Mr.
Gerner was previously employed by Service Corporation International (“SCI”), a global provider of
death-care services, including most recently as Vice President – Accounting. Mr. Gerner joined SCI
in 1999 as Vice President and Corporate Controller, upon SCI’s acquisition of Equity Corporation
International, a death-care industry consolidator for whom Mr. Gerner served as Senior Vice
President and Chief Financial Officer from 1995 to 1999. Mr. Gerner was named Vice President –
Accounting of SCI in 2002. Prior to his employment with Equity Corporation International, he was
an Audit Partner with the international accounting firm Ernst & Young LLP. Mr. Gerner is a
Certified Public Accountant and a graduate of the University of Texas, where he earned a Bachelor
of Business Administration degree.
Mr. John Zachary, who has previously served as Oceaneering’s Controller and Chief Accounting
Officer, will remain with Oceaneering and will serve as Director of Financial Business Systems,
effective September 1, 2006. Mr. Zachary’s responsibilities will include oversight for the ongoing
implementation, utilization and integration of Oceaneering’s Enterprise Resource Planning, or ERP,
financial systems.
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