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): August
14, 2009
Helix
Energy Solutions Group, Inc.
(Exact
name of registrant as specified in its charter)
|
Minnesota
(State
or other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
|
95-3409686
(IRS
Employer Identification No.)
|
|
400
N. Sam Houston Parkway E., Suite 400
Houston,
Texas
(Address
of principal executive offices)
|
281-618-0400
(Registrant’s
telephone number, including area code)
|
77060
(Zip
Code)
|
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 3.02
Unregistered Sales of Equity Securities.
On August
12, 2009, Fletcher International, Ltd. elected to convert 4,000 shares of its
Series A-1 Cumulative Convertible Preferred Stock (the “Preferred Stock”)
into 1,445,608 shares of the Company’s common stock. The conversion was
completed, and the shares of common stock issued, on August 14, 2009.
Simultaneous with such conversion, the Company paid in cash the accrued and
unpaid dividend on the shares to be converted. The Preferred Stock
had been previously issued to Fletcher International, Ltd. and, in accordance
with its terms, was convertible by the holder of such shares at any time. The
common stock issued to Fletcher International, Ltd. upon the conversion of the
preferred stock may be sold without restriction at the time of
issuance.
The issuance
decribed above was
made based on an exemption from registration under the Securites Act of 1933, as
amended (the "Securities Act"), pursuant to Secton 3(a)(9) of
the Securites Act and applicable state laws. This issuance
qualified for this exemption from registration because it was an exchange by the
issuer with an existing security holder exclusively where no commission or other
remuneration was paid or given directly or indirectly for soliciting such
exchange.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
---------- --------------
None
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 hereunto
duly authorized.
Date: August
14, 2009
HELIX ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony
Tripodo
Executive
Vice President and
Chief Financial
Officer