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) May 4, 2010
Seahawk Drilling, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34231 | 72-1269401 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5 Greenway Plaza, Suite 2700, Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (713) 369-7300
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On May 5, 2010, Seahawk Drilling, Inc. (“Seahawk”) issued a press release with respect to its 2010 first quarter earnings. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Act, except as expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events. |
On May 4, 2010, in connection with a discussion with RiskMetrics, Seahawk has determined that, effective immediately, it will not enter into any new or materially amended agreements with executive officers providing for excise tax gross-up provisions with respect to payments contingent upon a change in control.
Also, in response to a question raised by RiskMetrics regarding its preferred share purchase rights plan (“Rights Plan”), Seahawk is filing this Form 8-K to, among other things, clarify that it expects to put its Rights Plan up for stockholder consideration at the next stockholders’ meeting following the expiration of certain restrictions under the tax sharing agreement Seahawk entered into with Pride International, Inc. at the time of its spin-off from Pride.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release dated May 5, 2010 |
1
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 thereunto duly authorized.
| SEAHAWK DRILLING, INC. | ||||
| Date: May 5, 2010 | By: | /S/ STEVEN A. MANZ | ||
| Steven A. Manz | ||||
| Senior Vice President and Chief Financial Officer | ||||
2
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated May 5, 2010 | |