Exhibit 3.1
2005 AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
HELIX ENERGY SOLUTIONS GROUP, INC.
Article I
Name
The name of this Corporation shall be Helix Energy Solutions Group, Inc.
Article II
Purpose
The Corporation shall have general business purposes and shall have authority to engage in and
do any act necessary or incidental to the conduct of any business for which corporations may be
organized under the provisions of Minnesota Statutes Chapter 302A.
Article III
Duration
The Corporation shall have perpetual existence.
Article IV
Registered Office
The registered office of this Corporation is c/o CT Corporation, 405 Second Avenue South,
Minneapolis, Minnesota 55401.
Article V
Capital
A. The total authorized capital stock of the Corporation is two hundred forty million
(240,000,000) shares of Common Stock, without par value, and five million (5,000,000) shares of
Preferred Stock with $0.01 par value.
B. Shares of Preferred Stock may be divided into and issued from time to time in one or more
series. In addition to, and not by way of limitation of, the power granted to the Board of
Directors of this Corporation by Minnesota Statutes, Chapter 302A, the Board of Directors of the
Corporation shall have the power and authority to fix by resolution the preferences, limitations
and relative rights of the Preferred Stock of each series, including, but not limited to, the
Series A-1 Cumulative Convertible Preferred Stock and the Series A-2 Cumulative Convertible
Preferred Stock, each as more fully described in a Certificate of Rights and Preferences filed with
the Secretary of State of the State of Minnesota on January 8, 2003 and June 23, 2004,
respectively. The Board of Directors is hereby authorized to fix and determine such variations in
the designations, preferences, and relative participating, optional or other special rights
(including, without limitation, special voting rights, preferential rights to receive dividends or
assets upon liquidation, rights of conversion into Common Stock or other securities, redemption
provisions or sinking fund provisions) as between series and as between the Preferred Stock or
any series thereof and the Common Stock, and the qualifications, limitations or restrictions of
such rights, and the shares of Preferred Stock or any series thereof may have full or limited
voting powers. Upon adoption of such resolution, a statement shall be filed with the Secretary of
State in compliance with Minnesota Statutes Section 302A.401, before the issuance of any shares for
which the resolution creates rights or preferences not set forth in these Articles of
Incorporation; provided, however, where the shareholders have received notice of the creation of
shares with rights or preferences not set forth in these Articles of Incorporation before the
issuance of the shares, the statement may be filed any time within one year after the issuance of
the shares.
C. Except in respect of characteristics of a particular series fixed by the Board of
Directors, all shares of Preferred Stock shall be of equal rank and shall be identical. All shares
of any one series of Preferred Stock so designated by the Board of Directors shall be alike in
every particular, except that the shares of any one series issued at different times may differ as
to the dates from which dividends thereon shall be cumulative.
D. Subject to the preferences of any series of Preferred Stock, the Board of Directors may, in
its discretion, out of funds legally available for the payment of dividends and at such times and
in such manner as determined by the Board of Directors, declare and pay dividends on the Common
Stock of the Corporation. No dividend (other than a dividend in capital stock ranking on a parity
with the Common Stock or cash in lieu of fractional shares with respect to such stock dividend)
shall be declared or paid on any share or shares of any class of stock or series thereof ranking on
a parity with the Common Stock in respect of payment of dividends for any period unless there shall
have been declared, for the same dividend period, like proportionate dividends on all shares of
Common Stock then outstanding.
E. In the event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary after payment or provision for payment of the debts and other liabilities
of the Corporation and payment or setting aside for payment of any preferential amount due to the
holders of any other class or series of stock, the holders of the Common Stock shall be entitled to
receive ratably any or all assets remaining to be paid or distributed.
F. The holders of the Common Stock of the Corporation shall be entitled to one vote for each
share of such stock held by them.
G. Whenever reference is made in this Article V to shares “ranking prior to” another class of
stock or “on a parity with” another class of stock, such reference shall mean and include all other
shares of the Corporation in respect of which the rights of the holders thereof as to the payment
of dividends or as to distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation are given preference over, or rank on
an equal basis with, as the case may be, the rights of the holders of such other class of stock.
Whenever reference is made to shares “ranking junior to” another class of stock, such reference
shall mean and include all shares of the Corporation in respect of which the rights of the holders
thereof as to the payment of dividends and as to distributions in the event of a voluntary or
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involuntary liquidation, dissolution or winding up of the affairs of the Corporation are junior and
subordinate to the rights of the holders of such class of stock. Except as otherwise provided
in these Articles of Incorporation, or in the statement filed with the Secretary of State in
compliance with Minnesota Statutes Section 306A.401, each series of Preferred Stock ranks on a
parity with each other and each ranks prior to the Common Stock. Common Stock ranks junior to
Preferred Stock.
H. The Corporation shall at all times reserve and keep available, out of its authorized but
unissued shares of Common Stock, the full number of shares of Common Stock into which all shares of
any series of Preferred Stock having conversion privileges from time to time outstanding are
convertible. Unless otherwise provided in these Articles of Incorporation or in the statement filed
with the Secretary of State in compliance with Minnesota Statutes Section 306A.401 with respect to
a particular series of Preferred Stock, all shares of Preferred Stock redeemed or acquired (as a
result of conversion or otherwise) shall be retired and restored to the status of authorized but
unissued shares.
Article VI
Directors
A. The number of directors of the Corporation shall be fixed as specified or provided for in
the By-Laws of the Corporation. Election of directors need not be by written ballot unless the
By-Laws shall so provide.
B. Any director or the entire Board of Directors may be removed, but only by a 68% vote of the
holders of the shares then entitled to vote at an election of directors.
C. A director may give advance written consent or opposition to a proposal to be acted on at a
Board meeting. If the director is not present at the meeting, consent or opposition to a proposal
does not constitute presence for purposes of determining the existence of a quorum, but consent or
opposition shall be counted as the vote of a director present at the meeting in favor of or against
the proposal and shall be entered in the minutes or other record of action at the meeting, if the
proposal acted on at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.
D. The Board of Directors, when evaluating a tender offer or an offer to make a tender or
exchange offer or to effect a merger, consolidation or share exchange or sale of all or
substantially all of the assets of the Corporation, may, in exercising its judgment in determining
what is in the best interests of the Corporation and its shareholders, consider the following
factors and any other factors that it deems relevant: (1) not only the consideration being offered
in the proposed transaction, in relation to the then current market price for the outstanding
capital stock of the Corporation, but also the market price for the capital stock of the
Corporation over a period of years, the estimated price that might be achieved in a negotiated sale
of the Corporation as a whole or in part or through orderly liquidation, the premiums over market
price for the securities of other corporations in similar transactions, current political, economic
and other factors bearing on securities prices and the Corporation’s financial condition and future
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prospects; (2) the social and economic effects of such transaction on the Corporation, its
subsidiaries, or their employees, customers, creditors and the communities in which the
Corporation and its subsidiaries do business; (3) the business and financial condition and
earnings prospects of the acquiring party or parties; including, but not limited to, debt service
and other existing or likely financial obligations of the acquiring party or parties, and the
possible effect of such condition upon the Corporation and its subsidiaries and the communities in
which the Corporation and its subsidiaries do business; and (4) the competence, experience, and
integrity of the acquiring party or parties and its or their management. Notwithstanding any
provision of this Article VI(D), this Article is not intended to confer any rights on any
subsidiary of the Corporation or on any of the Corporation’s or its subsidiaries’ employees,
customers, creditors or other members of the communities in which it or they do business.
Article VII
Shareholder Voting
No shareholder of this Corporation shall be entitled to any cumulative voting rights. Action
shall not be taken by written consent of the Shareholders, but, in all cases, shall be taken at a
meeting of the Shareholders as described in the By-Laws of the Corporation.
Article VIII
Preemptive Rights
No shareholder of this Corporation shall have any preferential, preemptive, or other rights of
subscription to any shares of any class or series of stock of this Corporation allotted or sold or
to be allotted or sold, whether now or hereafter authorized, or to any obligations or securities
convertible into any class or series of stock of this Corporation.
Article IX
Director Liability
A director of this Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director, except for (i)
liability based on a breach of the duty of loyalty to the Corporation or the shareholders; (ii)
liability for acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) liability based on the payment of an improper dividend or an
improper repurchase of the Corporation’s stock under Minnesota Statutes, Section 302A.559, or on
material violations of federal or state securities laws; (iv) liability for any transaction from
which the director derived a material improper personal benefit; or (v) liability for any act or
omission occurring prior to the date this Article IX becomes effective. If Minnesota Statutes,
Chapter 302A, hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation in addition to the
limitation on personal liability provided herein, shall be limited to the fullest extent permitted
by the amended Chapter 302A. Any repeal of this provision as a matter of law or any modification of
this Article IX by the shareholders of the Corporation shall be prospective only, and shall not
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adversely affect any limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
Article X
Board Action Without a Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors may be
taken without a meeting by a written action signed collectively, or individually in counterparts,
or consented to by an authentic electronic communication (as defined in Minnesota Statutes Section
302A.011), by all of the directors then in office.
Article XI
Amendment to Articles of Incorporation or Bylaws
In furtherance of, and not in limitation of, the powers conferred by statute, the Board of
Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation or adopt
new By-Laws, without any action on the part of the shareholders; provided, however, that no such
adoption, amendment, or repeal shall be valid with respect to By-Law provisions which have been
adopted, amended, or repealed by the shareholders; and further provided, that By-Laws adopted or
amended by the Board of Directors and any powers thereby conferred may be amended, altered, or
repealed by the shareholders. In addition, the affirmative vote of the holders of at least (a) 80%
of the voting power of the then outstanding shares of voting stock, voting together as a single
class, and in addition to any other vote required by these Articles of Incorporation or the
By-Laws, is required to amend provisions of these Articles of Incorporation or the By-Laws relating
to: (i) the taking of less than unanimous shareholder action without a meeting; (ii) the right of
shareholders to call a special meeting; (iii) the number, election and term of the Corporation’s
directors; (iv) the procedures for the removal of directors or filling vacancies on the Board; and
(v) fixing a quorum for meetings of shareholders; and (b) at least 90% of the voting power of the
then outstanding shares of voting stock, voting together as a single class, and in addition to any
other vote required by these Articles of Incorporation or the By-Laws, is required to amend the
provisions of these Articles of Incorporation relating to the Minnesota Control Share Acquisition
Act or the Minnesota Business Combinations Act.
Article XII
Minnesota Statutes § 302A.671
(Control Share Acquisitions)
The Corporation and its shareholders hereby expressly elect to not have the provisions of
Minnesota Statues § 302A.671, as now in effect or as hereafter amended from time to time, the
Control Share Acquisition Act, apply to any Control Share Acquisition (as in such statute defined)
involving the Corporation.
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Exhibit 99.1
Cal Dive
International, Inc.
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400 N. Sam Houston Parkway E., Suite 400
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Houston, TX
77060-3500
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281-618-0400
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fax: 281-618-0505
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For Immediate Release
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06-007
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Contact:
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Wade Pursell
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Date: February 27, 2006
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Title:
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Chief Financial Officer
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Cal Dive announces change of corporate name to
Helix Energy Solutions
HOUSTON,
TX — Cal Dive International, Inc. (Nasdaq: CDIS) announced today that it is changing
its corporate name to Helix Energy Solutions Group, Inc. (“Helix Energy Solutions”). The name
change will be effective as of March 6, 2006 at which time the company will trade under the stock
symbol HELX on the NASDAQ exchange. The company’s new website at
www.HelixESG.com
will also be
rolled out on that date.
Owen Kratz, Chairman and Chief Executive Officer, stated, “It is with a tinge of sadness, but a lot
of excitement, that we inform you of our plans to change our corporate name. The name “Cal Dive”
has served us well since the 1960s; however, it is time to move on, as we clearly are no longer
solely a diving services provider.
“We have long seen three undeniable trends in the oilfield industry environment: there will be
more mature fields; more small oilfield discoveries; and more deepwater development projects.
Since the early 1990s, we have been gradually positioning the company to achieve superior growth
and financial returns from exploiting these trends. We have assembled a company with highly
specialized people, assets and methodologies that we believe provide all of the necessary services
to maximize the economics from marginal fields.
“We differentiate ourselves as a service contractor by taking equity interests in some of those
fields. We started in 1992 with mature reservoirs in shallow water and more recently have secured
working interests in several deepwater development fields. Following the closing of our
acquisition of Remington Oil and Gas and the completion of the drilling upgrade to the
Q4000
, we
will be able to identify, drill, develop, maintain and finally abandon our own reservoirs with the
status of operator.
“The choice of an appropriate new name has perplexed us for many months; however, we believe that
the acquisition of Helix RDS last year brought us a perfect answer. A helix is of course a spiral,
but, more interestingly, a double helix is the natural shape that defines the structure of DNA, a
basic building block of all of us. The two strands of the double
helix are anti-parallel, which
means that they run in opposite directions.
“The clear analogy for us is that we regard it as entirely natural for our strategy to have the two
strands of energy service and production. These strands have also proven to be counter cyclical,
as service activity lags changes in the commodity prices which drive production returns.
“Therefore, our new name will be HELIX ENERGY SOLUTIONS and we pledge to continue to focus on both
high quality service provision and value adding oil and gas production, as a partner and operator.
“While we take the name of one subsidiary, we will on pass “Cal Dive” to our Shelf services
business unit. We may then sell a minority stake in it via an initial public offering later this
year. This press release does not constitute on offer of any securities for sale. The proceeds
from such a sale would be used to help finance a planned investment program in service assets that
are more core to our strategy, e.g., production facilities or even a second
Q4000
-type vessel.
“We look forward to the support of all our stakeholders as this “twist” of fate unfolds. In return
we will strive daily to be as successful as “Cal Dive” has always been.”
Helix Energy Solutions, headquartered in Houston, Texas, is an energy service company which
provides alternate solutions to the oil and gas industry worldwide for marginal field development,
alternative development plans, field life extension and abandonment, with service lines including
marine diving services, robotics, well operations, facilities ownership and oil and gas production.
FORWARD-LOOKING STATEMENTS
This press release and attached presentation contain forward-looking statements that involve risks,
uncertainties and assumptions that could cause our results to differ materially from those
expressed or implied by such forward-looking statements. All statements, other than statements of
historical fact, are statements that could be deemed “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without
limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations,
or other financial items; any statements of the plans, strategies and objectives of management for
future operations; any statement concerning developments, performance or industry rankings relating
to services; any statements regarding future economic conditions or performance; any statements of
expectation or belief; any statements regarding the proposed merger of Remington Oil and Gas
Corporation into a wholly owned subsidiary of Cal Dive or the anticipated results (financial or
otherwise) thereof; and any statements of assumptions underlying any of the foregoing. The risks,
uncertainties and assumptions referred to above include the performance of contracts by suppliers,
customers and partners; employee management issues; complexities of global political and economic
developments, other risks described from time to time in our reports filed with the Securities and
Exchange Commission, including the Company’s Annual Report on
Form 10-K
for the year ending
December 31, 2004; and, with respect to the proposed Remington merger, actual results could differ
materially from Cal Dive’s expectations depending on factors such as the combined company’s cost of
capital, the ability of the combined company to identify and implement cost savings, synergies and
efficiencies in the time frame needed to achieve these expectations, prior contractual commitments
of the combined companies and their ability to terminate these commitments or amend, renegotiate or
settle the same, the combined company’s actual capital needs, the absence of any material incident
of property damage or other hazard that could affect the need to effect capital expenditures, any
unforeseen merger or acquisition opportunities that could affect capital needs, the costs incurred
in implementing synergies and the factors that generally affect both Cal Dive’s and Remington’s
respective businesses as further outlined in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in each of the companies’ respective Annual Reports on Form
10-K for the year ended December 31, 2004. Actual actions that the combined company may take may
differ from time to time as the combined company may deem necessary or advisable in the best
interest of the combined company and its shareholders to attempt to achieve the successful
integration of the companies, the synergies needed to make the transaction a financial success and
to react to the economy and the combined company’s market for its exploration and production. We
assume no obligation and do not intend to update these forward-looking statements.
ADDITIONAL INFORMATION
Cal Dive and Remington will file a proxy statement/prospectus and other relevant documents
concerning the proposed merger transaction with the Securities and Exchange Commission (“SEC”).
Investors are urged to read the proxy statement/prospectus when it becomes available and any other
relevant documents filed with the SEC because they will contain important information. You will be
able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov.
In addition, you may obtain documents filed with the SEC by Cal Dive free of charge by requesting
them in writing from Cal Dive or by telephone at (281) 618-0400. You may obtain documents filed
with the SEC by Remington free of charge by requesting them in writing from Remington or by
telephone at (214) 210-2650. Cal Dive and Remington, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from the stockholders of
Remington in connection with the merger. Information about the directors and executive officers of
Cal Dive and their ownership of Cal Dive stock is set forth in the proxy statement for Cal Dive’s
2005 Annual Meeting of Shareholders. Information about the directors and executive officers of
Remington and their ownership of Remington stock is set forth in the proxy statement for
Remington’s 2005 Annual Meeting of Stockholders. Investors may obtain additional information
regarding the interests of such participants by reading the proxy statement/prospectus when it
becomes available.
