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): December 21, 2007
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-31617
(Commission File Number)
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72-0679819
(IRS Employer
Identification No.) |
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2000 W. Sam Houston
Pkwy. S., Suite 1700
Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 21, 2007, the Company’s Board of Directors amended Sections 5.1 and 5.2 of
the Company’s Amended and Restated Bylaws to allow for the issuance of uncertificated shares. The
Board of Directors adopted these amendments to comply with the New York Stock Exchange requirement
that securities listed on the NYSE be eligible for direct registration by January 2008. The Direct
Registration System allows investors to have shares registered in their own names by book-entry.
Book-entry allows shares to be owned, recorded and transferred electronically on a system currently
administered by The Depository Trust Company without issuance of physical stock certificates, which
enables investors and broker-dealers to effect transactions without the risks and delays associated
with transferring physical certificates. Prior to this amendment, the Amended and Restated Bylaws
required shares to be represented by certificates.
The Company’s Board of Directors also amended Section 1.9 of the Company’s Amended and
Restated Bylaws to provide that (i) when a rule or policy of a national stock exchange or quotation
system, any provision of the Internal Revenue Code, or Rule 16b-3 of the Securities Exchange Act of
1934, as amended, contains a higher voting standard than is otherwise required by the
Company’s certificate of incorporation and bylaws or applicable law, that higher voting
standard is required for approval and (ii) in all other cases, unless otherwise required by
applicable law or the Company’s certificate of incorporation or bylaws, a majority of the votes
cast is sufficient to approve matters submitted by the Board of Directors. Prior to this amendment
the Company’s Amended and Restated Bylaws provided that, except as otherwise provided in the
Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws, all
matters submitted to the shareholders for approval required a majority of the votes cast. Under
the Company’s Amended and Restated Bylaws (both prior to and after this amendment), when electing
directors a plurality of shareholder votes cast in favor of a director is sufficient to elect that
director.
The description of the amendments to the Amended and Restated Bylaws contained herein is
qualified in its entirety by the complete text of the amendments, which is attached hereto as
Exhibit 3.2 and incorporated by reference into this item.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit |
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Description of Exhibit |
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3.2
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Amendments to Section 1.9, 5.1 and 5.2 of the Amended and Restated Bylaws of the Company. |