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: March 18, 2005
(Date of earliest event reported)
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-32108 | 72-1375844 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 103 Northpark Boulevard, Suite 300 Covington, LA |
70433 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(985) 727-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
| ¨ | 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 8.01 – Other Events
On March 18, 2005, Hornbeck Offshore Services, Inc. announced that Todd M. Hornbeck, President and Chief Executive Officer of Hornbeck Offshore, and two trusts for his minor children have entered into sales plans covering certain shares of common stock of the Company owned by them. Under the terms of the plans, adopted in compliance with SEC Rule 10b5-1, Mr. Hornbeck proposes to sell 50,000 shares of HOS common stock and each of the trusts proposes to sell 50,000 shares of HOS common stock, subject to certain minimum price criteria. Similarly, Carl G. Annessa, Executive Vice President and Chief Operating Officer, and James O. Harp, Jr., Executive Vice President and Chief Financial Officer, have entered into 10b5-1 sales plans covering shares of HOS common stock purchasable under certain outstanding options they hold. Each of Messrs. Annessa and Harp propose to sell 40,000 shares of HOS common stock, subject to four different levels of escalating minimum price criteria. These five sales plans extend over various time periods, ranging from nine to twelve months. Combined, these shares represent approximately 1% of the total outstanding common stock of HOS. The shares to be sold by Mr. Hornbeck represent less than 7% of his personal holdings and the shares to be sold by Messrs. Annessa and Harp are those shares that they may purchase under options granted to such officers in their annual awards during 2001, one of their earliest grants. At Hornbeck Offshore’s recent board meeting, it approved an amendment to its insider trading policy to permit 10b5-1 sales plans.
A copy of the press releases with this announcement is attached as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
| (c) | Exhibit. |
| 99.1 | Press Release, dated March 18, 2005 |
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 18, 2005 |
3
SIGNATURES
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.
| Hornbeck Offshore Services, Inc. | ||||
| Date: March 18, 2005 | By: | /s/ James O. Harp, Jr. | ||
| James O. Harp, Jr. | ||||
| Vice President and Chief Financial Officer | ||||
4
Exhibit 99.1
HORNBECK OFFSHORE SERVICES, INC.
Service with Energy
| NEWS RELEASE |
||||||
| 05-006 | Contacts: |
Jim Harp, CFO | ||||
| Hornbeck Offshore Services 985-727-6802 | ||||||
| For Immediate Release |
Ken Dennard, Managing Partner | |||||
| Lisa Elliott, Sr. Vice President | ||||||
| DRG&E / 713-529-6600 | ||||||
Hornbeck Offshore Announces 10b5-1 Stock Sales Plans
March 18, 2005, New Orleans, Louisiana – Hornbeck Offshore Services, Inc. (NYSE: HOS) announced today that Todd M. Hornbeck, President and Chief Executive Officer of Hornbeck Offshore, and two trusts for his minor children have entered into sales plans covering certain shares of common stock of the Company owned by them. Under the terms of the plans, adopted in compliance with SEC Rule 10b5-1, Mr. Hornbeck proposes to sell 50,000 shares of HOS common stock and each of the trusts proposes to sell 50,000 shares of HOS common stock, subject to certain minimum price criteria. Similarly, Carl G. Annessa, Executive Vice President and Chief Operating Officer, and James O. Harp, Jr., Executive Vice President and Chief Financial Officer, have entered into 10b5-1 sales plans covering shares of HOS common stock purchasable under certain outstanding options they hold. Each of Messrs. Annessa and Harp propose to sell 40,000 shares of HOS common stock, subject to four different levels of escalating minimum price criteria. These five sales plans extend over various time periods, ranging from nine to twelve months. Combined, these shares represent approximately 1% of the total outstanding common stock of HOS. The shares to be sold by Mr. Hornbeck represent less than 7% of his personal holdings and the shares to be sold by Messrs. Annessa and Harp are those shares that they may purchase under options granted to such officers in their annual awards during 2001, one of their earliest grants. At Hornbeck Offshore’s recent board meeting, it approved an amendment to its insider trading policy to permit 10b5-1 sales plans.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore supply vessels in the U.S. Gulf of Mexico and select international markets, and is a leading transporter of petroleum products through its fleet of ocean-going tugs and tank barges, primarily in the northeastern U.S. and in Puerto Rico. Hornbeck Offshore currently owns and operates a fleet of over 50 vessels, with 5 additional vessels under construction.
Forward-Looking Statements
This news release contains forward-looking statements, including, in particular, statements about Hornbeck Offshore’s plans and intentions. These have been based on the Company’s current assumptions, expectations and projections about future events. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.
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