form8-k_020309.htm
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): January 28, 2009
______________________________
Bristow
Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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72-0679819
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
Number)
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2000
W. Sam Houston Pkwy. S.,
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77042
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Suite
1700
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(Zip
Code)
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Houston,
Texas
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (713) 267-7600
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 (see General Instruction A.2.
below):
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.
Amendment to Employment
Agreement. On January 28, 2009, Bristow Helicopter Group
Limited, an affiliate of Bristow Group Inc. (the “Company”) entered into an
Amendment to Employment Agreement (the “ Amendment”) with Mr. Richard Burman,
Senior Vice President, Eastern Hemisphere. The Amendment provides for payment of
certain benefits upon a Change of Control as defined in the Amendment. If
Mr. Burman’s employment is terminated within two years of a Change of
Control, as defined in the agreement, he will receive a payment equal to three
times the sum of his annual base salary and highest annual incentive bonus
received by him for any of the last three fiscal years. The amendment also
provides for vesting of outstanding awards under the Company’s long term equity
incentive plans upon a Change in Control. During the two years following a
Change in Control, Mr. Burman’s base salary will not be reduced and his annual
bonus target under the Company’s incentive bonus program will be at least equal
to his highest annual bonus during the Company’s last three fiscal
years.
The
foregoing description is qualified in its entirety by the Amendment attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit Number
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Description of Exhibit
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10.1
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2009
Amendment to Employment Agreement of Mr. Richard
Burman
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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.
Dated:
February 3, 2009
BRISTOW
GROUP INC.
(Registrant)
By:
/S/ Randall A. Stafford
Randall
A. Stafford
Vice
President and General
Counsel,
Corporate Secretary
Exhibit
Index
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Exhibit Number
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Description of Exhibit
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10.1
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2009
Amendment to Employment Agreement of Mr. Richard
Burman
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