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 16, 2008
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-10945
(Commission File Number) 		  95-2628227
(I.R.S. Employer
Identification No.)
     
11911 FM 529    
Houston, Texas   77041
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: ( 713) 329-4500
 
     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:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On May 16, 2008, the stockholders of Oceaneering International, Inc. approved an amendment to Oceaneering’s Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 93 million to 183 million and to increase the number of authorized shares of common stock from 90 million to 180 million. As a result of this stockholder approval, Oceaneering filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 16, 2008. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits.
     (c) Exhibits
     3.1 Certificate of Amendment to Restated Certificate of Incorporation of Oceaneering International, Inc. dated as of May 16, 2008.

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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 hereunto duly authorized.
         
  OCEANEERING INTERNATIONAL, INC.
  		 
  By:   /s/ George R. Haubenreich, Jr.    
    George R. Haubenreich, Jr.   
    Senior Vice President, General Counsel and Secretary   
 
Date: May 16, 2008

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EXHIBIT INDEX
         
No.   Description
       
 
  3.1    
Certificate of Amendment to Restated Certificate of Incorporation of Oceaneering International, Inc. dated as of May 16, 2008.

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Exhibit 3.1
CERTIFICATE OF AMENDMENT
to the
RESTATED CERTIFICATE OF INCORPORATION
of
OCEANEERING INTERNATIONAL, INC.
          Oceaneering International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as described below, and does hereby further certify that:
          1. The name of the Corporation is Oceaneering International, Inc.
          2. The Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the amendment to the Certificate of Incorporation this Certificate of Amendment is effecting, and the Corporation’s stockholders have duly adopted that amendment, all in accordance with the provisions of Section 242 of the DGCL.
          3. This Certificate of Amendment amends the Certificate of Incorporation to increase the number of authorized shares of capital stock from 93 million to 183 million and to increase the number of authorized shares of common stock from 90 million to 180 million.
          4. The Certificate of Incorporation is hereby amended by deleting the first sentence of Article Fourth and replacing it with a new first sentence, reading in its entirety as follows:
          “The total number of shares of capital stock which the Corporation shall have authority to issue is 183 Million (183,000,000), consisting of 180 Million (180,000,000) shares of Common Stock of the par value of Twenty-Five Cents ($.25) per share and Three Million (3,000,000) shares of Preferred Stock of the par value of One Dollar ($1.00) per share.”

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          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed on its behalf this 16 th day of May, 2008.
         
  OCEANEERING INTERNATIONAL, INC.
  		 
  By:   /s/ T. Jay Collins    
    T. Jay Collins   
    Chief Executive Officer and President   
 

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