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): June 1, 2006
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-10945
(Commission
File Number)
|
|
95-2628227
(IRS Employer
Identification No.) |
| |
|
|
11911 FM 529
Houston, TX
(Address of principal executive offices)
|
|
77041
(Zip Code) |
Registrant’s telephone number, including area code: (713) 329-4500
Not Applicable
(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:
| |
|
|
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 7.01 Regulation FD Disclosure.
During the
period June 1 – June 9, 2006, T. Jay Collins, our President and Chief Executive
Officer, will present information to investors and industry analysts in Houston, TX, Boston, MA and
New York, NY. The presentation is available on our web site, www.oceaneering.com, by visiting our
Investor Relations page and looking under the heading “Company Presentations/Interviews”, and
selecting “June 2006 Business Outlook”.
Please note that certain information contained in the presentation, as well as certain written and
oral statements made or incorporated by reference from time to time by us or our representatives in
our reports and filings with the Securities and Exchange Commission, news releases, conferences,
teleconferences, web postings or otherwise, are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995 and are subject to the “Safe Harbor”
provisions of those statutes. Forward-looking statements are generally accompanied by words such
as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,”
“budget,” “goal” or other words that convey the uncertainty of future events or outcomes. Among
other items, the forward-looking statements include statements about:
| |
• |
|
upside potential for our share price; |
| |
| |
• |
|
our earnings outlook for 2006; |
| |
| |
• |
|
2006 earnings estimates which assume additional Subsea Products profits,
further improvement in our Remotely Operated Vehicle business and pricing and an
escalation in Subsea Projects results; |
| |
| |
• |
|
anticipated growth in deepwater oil and gas production; |
| |
| |
• |
|
future floating rig new builds; |
| |
| |
• |
|
the expansion of our ROV fleet; |
| |
| |
• |
|
higher ROV pricing and utilization for 2006; |
| |
| |
• |
|
subsea completions expected to triple in this decade; |
| |
| |
• |
|
subsea tree orders forecast; |
| |
| |
• |
|
increase in umbilical and OIE product sales; |
| |
| |
• |
|
continued demand for Subsea Projects services for repair projects necessitated by hurricanes; |
| |
| |
• |
|
increase in deepwater IMR services; |
| |
| |
• |
|
our projected 2006 Cash Flow from Operations (as defined and reconciled to
GAAP measures in the Supplemental Financial Information to the presentation); and |
| |
| |
• |
|
our projected 2006 EBITDA (as defined and reconciled to GAAP measures in the
Supplemental Financial Information to the presentation). |
These forward-looking statements are based on our current information and expectations that involve
a number of risks, uncertainties, and assumptions. Among the factors that could cause the actual
results to differ materially from those indicated in the forward-looking statements are:
| |
• |
|
worldwide demand for oil and gas; |
| |
| |
• |
|
general economic and business conditions and industry trends; |
| |
| |
• |
|
the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and pricing; |
| |
| |
• |
|
the level of production by non-OPEC countries; |
| |
| |
• |
|
domestic and foreign tax policy; |
| |
| |
• |
|
laws and governmental regulations that restrict exploration and development of oil and gas in various offshore
jurisdictions; |
| |
| |
• |
|
rapid technological changes; |
| |
| |
• |
|
the political environment of oil-producing regions; |
| |
| |
• |
|
the price and availability of alternative fuels; |
| |
| |
• |
|
competitive factors; |
| |
| |
• |
|
overall economic conditions; and |
| |
| |
• |
|
our ability to obtain new projects and the timing of new projects we do obtain. |
Should one or more of these risks or uncertainties materialize, or should the assumptions
underlying the forward-looking statements prove incorrect, actual outcomes could vary materially
from those indicated. For additional information regarding these and other factors that could
cause our actual results to differ materially from those expressed in our forward-looking
statements, see our filings with the Securities and Exchange Commission, including our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 and our Annual Report on Form 10-K for the
year ended December 31, 2005.
We do not undertake any obligation to update or revise any of our forward-looking statements,
whether as a result of new information, future events or otherwise.