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): September 23, 2009
HERCULES OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-51582
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56-2542838 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| Greenway Plaza 9, Suite 2200 |
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| Houston, Texas
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77046 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 350-5100
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
This Current Report on Form 8-K is being filed by Hercules Offshore, Inc. (the Company) to
update the historical financial statements included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2008 to reflect changes to the Company’s accounting for convertible
debt as described below.
Financial Accounting Standards Board Staff Position APB 14-1 (FSP 14-1), Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement), applies to all convertible debt instruments that have a “net settlement feature’’,
which means that such convertible debt instruments, by their terms, may be settled either wholly or
partially in cash upon conversion. FSP 14-1 requires issuers of convertible debt instruments that
may be settled wholly or partially in cash upon conversion or settlement to separately account for
the liability and equity components in a manner reflective of the issuers’ nonconvertible debt
borrowing rate. FSP 14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early adoption was not
permitted and retroactive application to all periods presented was required. The Company adopted
FSB 14-1 as of January 1, 2009. The adoption of FSP 14-1 impacts the historical accounting for the
3.375 percent convertible senior notes due in 2038 that were issued in June 2008.
The Company is filing this Current Report on Form 8-K to reflect the impact of the adoption of
this standard on previously issued financial statements. The impact of the adoption of this
standard is reflected and is set forth in the following sections of the Company’s 2008 Form 10-K,
which as revised are included as Exhibit 99.1 to this Current Report on Form 8-K.
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Part II, Item 6. Selected Financial Data, |
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Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, |
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Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and |
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Part II, Item 8. Financial Statements and Supplementary Data. |
In addition, in June 2009, the Company entered into an agreement to sell its Hercules 100 and Hercules 110 jackup drilling rigs which occurred in August 2009. These assets have been reclassified as Assets Held for Sale as of December 31, 2008 and December 31, 2007 in this Current Report.
As this Current Report on Form 8-K is being filed only for the purpose described above, and
only affects the Items specified above, the other information in the Company’s 2008 Form 10-K
remains unchanged except to reclassify the assets associated with
the Hercules 100 and Hercules 110 as Assets Held for
Sale. No attempt has been made in this Current Report on Form 8-K to modify or
update disclosures in the Company’s 2008 Form 10-K except as described above. This Current Report
on Form 8-K does not reflect events occurring after the filing of the Company’s 2008 Form 10-K or
modify or update any related disclosures except as described above. Information in the Company’s 2008 Form 10-K not affected
by this Current Report on Form 8-K is unchanged and reflects the disclosure made at the time of the
filing of the original Company’s 2008 Form 10-K with the Securities and Exchange Commission on
February 26, 2009. Accordingly, this Current Report on Form 8-K should be read in conjunction with
the Company’s 2008 Form 10-K and the Company’s filings made with the Securities and Exchange
Commission subsequent to the filing of the Company’s 2008 Form 10-K, including any amendments to
those filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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23.1
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Consent of Ernst & Young LLP |
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23.2
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Consent of Grant Thornton LLP |
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99.1
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Updated Selected Financial Data, Management’s Discussion and Analysis of Financial
Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market
Risk and Financial Statements and Supplementary Data |
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