Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the approxpriate box:
[ ] Preliminary Proxy Statement
Confidential, for Use of the commission Only (as permitted by
Rule 14-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
GLOBAL INDUSTRIES, LTD
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________
5) Total Fee paid:
______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
______________________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________________
3) Filing Party:
______________________________________________________________
4) Date Filed:
______________________________________________________________
[LOGO]
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 6, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting
of Shareholders of Global Industries, Ltd. on Wednesday, August
6, 1997. The meeting will be held at The Houstonian Hotel &
Conference Center, 111 North Post Oak Lane, Houston, Texas at
10:00 a.m., local time.
As set forth in the accompanying Proxy Statement, the
meeting will be held for the following purposes:
1. To elect five directors to hold
office until the next annual meeting of
shareholders and until their successors have
been elected and qualified.
2. To approve an amendment to the Company's
Employee Stock Purchase Plan.
3. To transact such other business as
may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on
June 27, 1997, as the record date for the determination of
shareholders entitled to notice of and to vote at the 1997 Annual
Meeting or any adjournment thereof. A list of shareholders will
be available for examination at the Annual Meeting and at the
office of the Company for the ten days prior to the Annual
Meeting.
By Order of the Board of
Directors
[sign. cert]
MICHAEL J. POLLOCK
Vice President
Lafayette, Louisiana
July 7, 1997
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE
COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE
ANNUAL MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
PROXY STATEMENT FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
To be held on August 6, 1997
This Proxy Statement and the accompanying proxy card are
furnished to the shareholders of Global Industries, Ltd., a
Louisiana corporation (the "Company" or "Global"), in connection
with the solicitation by and on behalf of the Board of Directors
of the Company of proxies for use at the 1997 Annual Meeting of
Shareholders of the Company ("Annual Meeting") to be held on
Wednesday, August 6, 1997, at 10:00 a.m., local time, at The
Houstonian Hotel & Conference Center, 111 Post Oak Lane,
Houston, Texas, and any adjournment thereof. This Proxy
Statement and the accompanying proxy card are being first mailed
to shareholders on or about July 7, 1997.
The execution and return of the enclosed proxy will not
affect in any way a shareholder's right to attend the Annual
Meeting. Furthermore, a shareholder may revoke his or her proxy
at any time before it is exercised (a) by filing with the
Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or (b) by appearing and voting in
person at the Annual Meeting. Unless otherwise marked, properly
executed proxies in the form of the accompanying proxy card will
be voted (i) FOR the election of the five nominees to the Board
of Directors of the Company listed below and (ii) FOR approval of
the proposed amendment (described below) to the Company's 1995
Employee Stock Plan.
On June 27, 1997, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, the Company had outstanding 45,422,694 shares of Common
Stock. The holders of Common Stock are entitled to one vote per
share. The Common Stock is the only class of voting securities
outstanding. The presence at the meeting in person or by proxy
of the holders of a majority of the outstanding shares entitled
to vote is necessary to constitute a quorum.
ELECTION OF DIRECTORS
Pursuant to the Company's bylaws, the Board of Directors
currently consists of six positions. Five Directors will be
elected at the Annual Meeting to serve until the next annual
meeting and until their successors are elected and qualified.
The Board of Directors has determined not to fill the vacant
position at this time but may do so in the future in accordance
with the Company's bylaws. A plurality of the votes cast in
person or by proxy by the holders of Common Stock is required to
elect each director. Accordingly, under Louisiana law, the
Company's Amended and Restated Articles of Incorporation and
bylaws, abstentions and broker non-votes (which occur if a broker
or other nominee does not have discretionary authority and has
not received instructions with respect to the particular item)
are not counted and have no effect on the election of directors.
Unless otherwise indicated on the proxy, the persons named as
proxies in the enclosed proxy will vote in favor of the nominees
listed below. Each of the nominees is now a director of the
Company and was nominated by the Board of Directors. Although
the Board of Directors has no reason to believe that any of the
nominees will be unable to serve if elected, should any of the
nominees become unable to serve prior to the Annual Meeting, the
proxies will be voted for the election of such other persons as
may be nominated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES NAMED BELOW.
Set forth below is the name and certain information
regarding each of the five nominees for election as a director:
William J. Dore, 54, is the Company's founder and has been
Chairman of the Board of Directors, President and Chief Executive
Officer since 1973. Mr. Dore has over 25 years of experience in
the diving and marine construction industry and is a past
President of the Association of Diving Contractors. Mr. Dore
received an M.Ed. degree from McNeese State in 1966. Mr. Dore is
currently a member of the executive committee of the board of
directors of the National Ocean Industries Association.
Michael J. Pollock, 51, joined the Board of Directors of the
Company in 1992 and was named Vice President, Chief Financial
Officer and Treasurer in April 1996. From September 1990 to
December 1992, he was Treasurer and Chief Financial Officer of
the Company and was Vice President, Chief Administrative Officer
from December 1992 until April 1996. Mr. Pollock received a B.S.
degree from the University of Southwestern Louisiana in 1967 and
Mr. Pollock is a certified public accountant and a certified
internal auditor.
James C. Day, 54, joined the Board of Directors of the
Company in February 1993. He has been Chairman of the Board of
Directors of Noble Drilling Corporation, a Houston, Texas based
offshore drilling contractor, since October 1992, and has been
President and Chief Executive Officer of Noble Drilling since
January 1984. Mr. Day has held executive positions with the
International Association of Drilling Contractors, the National
Ocean Industries Association, and the Independent Petroleum
Association of America. Mr. Day received a B.S. degree in
Business Administration from Phillips University. In addition to
being a director of Noble Drilling Corporation, Mr. Day is a
director of Noble Affiliates, Inc.
Edward P. Djerejian, 58, joined the Board of Directors of
the Company in February 1996. Since August 1994, Mr. Djerejian
has been the director of the James A. Baker II Institute of
Public Policy at Rice University. A former United States
Ambassador, he was nominated by President Clinton to serve as
U.S. Ambassador to Israel in 1993. During his more than thirty
years in the United States Foreign Service, he has served as
deputy chief of the U.S. mission to the Kingdom of Jordan, as
U.S. Ambassador to the Syrian Arab Republic, and as Assistant
Secretary of State for Near Eastern Affairs under Presidents Bush
and Clinton. Mr. Djerejian received the Department of State's
Distinguished Service Award in 1993 and the President's
Distinguished Service Award in 1994. He is a graduate of the
School of Foreign Service at Georgetown University and serves on
the Board of Directors of Occidental Petroleum.
Myron J. Moreau, 63, joined the Board of Directors of the
Company in February 1993. Mr. Moreau is retired from Chevron
U.S.A. Inc. where he was employed for 31 years. From 1990 until
1992, he was General Manager of Support Services for Chevron's
Gulf of Mexico Production Business Unit, and from 1988 until
1990, he was Division Manager at Chevron in Lafayette,
Louisiana. Prior to 1988, he held various domestic and foreign
assignments with Chevron, including assignments in the United
Kingdom and Indonesia. Mr. Moreau received a degree in Chemical
Engineering from the University of Southwestern Louisiana in
1959.
DIRECTORS AND COMMITTEES
Attendance and Fees
The Company's Board of Directors held four meetings in
fiscal 1997. Each director attended all meetings of the Board of
Directors and the committees on which he served during fiscal
1997.
All non-employee directors of the Company are entitled to
receive an annual retainer of $20,000, paid semiannually, and are
reimbursed for ordinary and necessary expenses incurred in
attending Board or committee meetings. Each non-employee
director receives a $650 meeting fee for each Board meeting or
committee meeting attended. In addition, each non-employee
director of the Company receives an annual award of 2,000 shares
of Common Stock on August 1 of each year pursuant to the
Company's Non-Employee Director Stock Plan (the "Directors
Plan"). The aggregate fair market value of the shares of Common
Stock received by a non-employee director in any one year,
however, may not exceed 75% of such director's cash compensation
for his or her services as a director of the Company for the
immediately preceding twelve months. If the fair market value of
the shares awarded on any August 1 exceeds this limitation,
the number of shares awarded will be automatically reduced. No
shares received by a non-employee director through the Directors
Plan may be transferred for a period of six months, except in the
case of death or disability. No more than 40,000 newly issued
and treasury shares may be issued to non-employee directors of
the Company under the Directors Plan and no shares may be granted
after December 2002. Messrs. Day and Moreau each received awards
of 1,200 shares of Common Stock under the Directors Plan on
August 1, 1994, 2,000 shares on August 1, 1995, and 1,372 shares
on August 1, 1996. Mr. Djerejian received 634 shares on August
1, 1996.
Committees
The Board of Directors has established the following
standing committees:
Audit Committee. The Audit Committee annually reviews and
recommends to the full Board of Directors the firm to be engaged
to audit the accounts of the Company and its subsidiaries.
Additionally, the Audit Committee reviews with such independent
auditor the plan and results of the auditing engagement and the
scope and results of the Company's procedures for internal
auditing, makes inquiries as to the adequacy of internal
accounting controls, and considers the independence of the
auditors. During fiscal 1997, the Audit Committee held three
meetings. The Audit Committee is comprised of three directors:
Mr. Myron J. Moreau (Chairman), Mr. James C. Day, and Mr. Edward
P. Djerejian.
Compensation Committee. The Compensation Committee's
responsibility is to approve the compensation arrangements for
senior management of the Company, including establishment of
salaries and bonuses and other compensation for executive
officers of the Company; to approve any compensation plans in
which officers and directors of the Company are eligible to
participate and to administer such plans, including the granting
of stock options or other benefits under any such plans; and
review significant issues that relate to changes in benefit
plans. The Compensation Committee held one meeting during fiscal
1997. The Compensation Committee is comprised of three
directors: Mr. James C. Day (Chairman), Mr. Myron J. Moreau and
Mr. Edward P. Djerejian.
Certain Transactions
The Company leases an office building and adjacent land on
which it has built a training facility in Lafayette, Louisiana
from William J. Dore, the Chairman of the Board and principal
shareholder of the Company. The lease agreements with Mr. Dore
for the Lafayette office building and adjacent land currently
provide for aggregate monthly lease payments of $3,917 and expire
on December 31, 1998. The Company made aggregate lease payments
to Mr. Dore under these lease agreements of $47,004 during fiscal
1997.
SECURITY OWNERSHIP
The table below sets forth the ownership of the Company's
Common Stock, as of June 27, 1997, by (i) each of the Company's
directors and nominees to become a director, (ii) each executive
officer named in the Summary Compensation Table included under
"Compensation of Executive Officers," (iii) all directors and
executive officers of the Company as a group and (iv) each person
known by the Company to own beneficially 5% or more of the
outstanding Common Stock. Except as otherwise indicated, the
persons listed below have sole voting power and investment power
over the shares beneficially held by them.
<TABLE>
<CAPTION>
Shares Owned
Beneficially
Name Number Percent
____ _______ _______
<S> <C> <C>
William J. Dore (1) 15,023,274 33.1
Michael J. Pollock (2) 73,500 *
James J. Dore 69,607 *
Lawrence C. McClure(2) 27,791 *
Andrew Michel(2) 13,800 *
James C. Day 5,772 *
Myron J. Moreau 5,772 *
Edward P. Djerejian 634 *
All directors and executive
officers as a group
(11 persons) (1) (2) 15,223,378 33.5
</TABLE>
* Less than 1%
(1) Includes 519,194 shares held by the Company's Retirement
Plan of which Mr. Dore acts as Trustee. Mr. Dore disclaims
beneficial ownership of all of such shares except the
106,656 shares held by the Retirement Plan allocated to his
account.
(2) Includes shares issued pursuant to restricted stock awards
granted to Mr. Pollock - 7,060 shares; Mr. McClure - 4,800
shares; Mr. James Dore - 12,280 shares and all directors and
executive officers as a group - 33,640 shares, shares
allocated to such person's account in the Retirement Plan as
follows: Mr. Pollock - 562; Mr. James Dore - 5,324; Mr.
McClure - 1,582; and all directors and executive officers as
a group - 519,194 and the shares issuable upon exercise of
stock options exercisable within 60 days as follows:
Mr. Pollock - 59,200; Mr. James Dore - 49,920; Mr. Michel -
12,000; Mr. McClure - 18,800; and all directors and
executive officers as a group - 139,920.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid or
accrued for services rendered in all capacities to the Company
during the last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other four most
highly compensated executive officers who earned more than
$100,000 in salary and bonus in fiscal year 1997 (the "Named
Executives").
<TABLE>
<CAPTION>
Annual Compensation Long Term
Name and Fiscal Other Annual Securities
Principal Year Salary($) Bonus ($)(1) Compensation Underlying
Position ($)(2) Options (#)
- --------- ------ -------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
William J. Dore 1997 275,000 12,329 23,986 --
Chairman of the 1996 275,000 13,456 30,215 --
Board, President 1995 275,000 15,982 15,805 --
and Chief
Executive Officer
Michael J. Pollock 1997 125,000 12,382 3,969 --
Vice President 1996 93,708 9,927 1,725 --
and Chief 1995 83,000 18,627 758 20,000
Financial Officer
Andrew Michel(5) 1997 110,000 2,843 5,550 --
Vice President, 1996 36,667 -- 1,800 60,000
Deepwater
Technology
James J. Dore 1997 92,000 11,168 3,494 --
Vice President 1996 83,375 8,364 1,442 --
Diving and 1995 72,000 13,425 1,503 20,000
Special Services
Lawrence C. McClure 1997 90,000 13,022 11,700 --
Vice Presient 1996 84,750 18,930 11,000 20,000
Offshore 1995 72,000 12,469 5,663 16,000
Construction
</TABLE>
(1) Includes the aggregate value of the Company's contributions
during each year to the Company's Profit Sharing and
Retirement Plan.
(2) Primarily represent expenditures paid by the Company for
Mr. Dore's personal account which were not reimbursed and were
included in his income for tax purposes. Others are non-cash
compensation (auto allowances) and relocation expenses which
were included in income for tax purposes.
(3) The value of restricted stock awarded under the Company's
Restricted Stock Plan and held by each of the Named
Executives at the end of the last fiscal year, based upon the
market price of the shares on the date of grant, was: Mr.
William Dore - $0; Mr. Pollock - $34,079; Mr. Michel - $0;
Mr. James Dore - $59,353; and Mr. McClure - $22,968.
(4) Mr. Michel joined the Company in December 1995.
During fiscal year 1997 no stock options were granted to any of
the Named Executives.
The table below sets forth the aggregate option exercises
during the last fiscal year and the value of outstanding options
at year end held by the Named Executives.
Aggregated Option Exercises During Fiscal Year 1997 and Option
Values at Year End
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Year End(#) Year End($)(*)
------------- -------------
Shares
Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized($) Unexercisable Unexercisab
----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
William J. Dore -- -- -- / -- 0 / 0
Michael J. Pollock -- -- 59,200/24,800 1,070,160/432,200
Andrew Michel -- -- 12,000/48,000 183,000/732,000
James J. Dore -- -- 49,920/22,080 900,694/383,070
Lawrence C. -- -- 18,800/27,200 327,426/444,691
McClure
</TABLE>
(*) Based on the difference between the closing sale price of
the Common Stock of $21.50 on March 31, 1997, and the exercise
price.
The Company's 1992 Stock Option Plan (the "Option Plan")
provides that, upon a change of control, the Compensation
Committee may accelerate the vesting of options, cancel options
and make payments in respect thereof in cash in accordance with
the Option Plan, adjust the outstanding options as appropriate to
reflect such change of control, or provide that each option shall
thereafter be exercisable for the number and class of securities
or property that the optionee would have been entitled to had the
option already been exercised. The Option Plan provides that a
change of control occurs if any person, entity or group (other
than William J. Dore and his affiliates) acquires or gains
ownership or control of more than 50% of the outstanding Common
Stock or, if after certain enumerated transactions, the persons
who were directors before such transaction cease to constitute a
majority of the Board of Directors.
Compensation Committee Report on Executive Compensation
This report is submitted in response to the Securities and
Exchange Commission rules which require the inclusion of a report
from the Compensation Committee of the Board of Directors which
discusses the compensation policies for executive officers and
the committee's rationale for compensation paid to the Chief
Executive Officer including the specific relationship of
corporate performance to executive compensation.
Executive compensation at the Company is administered by the
Compensation Committee of the Board of Directors. It is the
Compensation Committee's responsibility to set the compensation
philosophy for the Company's executive officers, to approve and
administer the Company's incentive and benefit plans, to monitor
the performance and compensation of executive officers and other
key employees and to set compensation and make awards under the
Company's incentive plans that are consistent with the Company's
compensation philosophy and the performance of the Company and
its executive officers. The Compensation Committee believes that
shareholders are best served when the compensation structure for
executive officers focuses them on building long-term shareholder
value while not neglecting current earnings. Total compensation
for the Company's Chief Executive Officer is based upon the same
factors and determined in the same way as the Company's other
executive officers.
The Company's executive compensation program consists of
three principal elements: (1) base salary, (2) annual incentive
compensation awards, which provide for cash bonuses based on
overall Company performance as well as individual performance,
and (3) the Restricted Stock Plan and the Option Plan, which
provide long-term incentives that are intended to align the
interests of executive officers with those of shareholders. The
annual incentive compensation awards, Restricted Stock Plan and
Option Plan constitute the performance-based portion of total
compensation.
Historically, the Compensation Committee has established
base salary levels of the Chief Executive Officer and other
executive officers after review of salary survey data of other
companies in the oil service industry having annual sales or
revenues generally similar in size to the Company, with
particular emphasis given to those other companies in the same
geographic area as the Company. By reviewing the salary data of
such other companies from time to time, the Compensation
Committee intends to try to ensure that the base salaries
established by the Compensation Committee are generally within
the range of base salaries paid by the other companies. The base
salary established for each executive officer also takes into
account the executive's particular experience and level of
responsibility. Base salaries of the executive officers are
reviewed annually, with adjustments made based on any updated
salary data reviewed, increases in the cost of living, job
performance of the executive officer, and the expansion of duties
and responsibilities, if any, of the executive officer. For
fiscal 1997, the Compensation Committee did not increase the base
salary of the Chief Executive Officer but increased the base
salary of the other executive officers by amounts ranging from 0%
to 23%.
The annual incentive compensation awards enable executive
officers and other key employees of the Company to earn annual
cash bonuses, based upon the Company's financial results meeting
or exceeding budget. Based upon the Company's performance in
fiscal 1997 relative to the budget established for fiscal 1997,
the Compensation Committee recommended (which recommendation was
adopted by the Board of Directors) that incentive compensation
awards totaling $1.5 million will be paid to 1,037 employees in
November 1997 and that a $2.1 million contribution will be made
to the Company's defined contribution profit sharing retirement
plan. During fiscal 1997, the Chief Executive Officer received
no incentive compensation award and the other executive officers
received awards totaling $19,843 (ranging from 0% to 3.2% of
their fiscal 1997 compensation). During fiscal 1997, the Chief
Executive Officer received a profit sharing and retirement plan
contribution of $12,329, and the other executive officers
received contributions totaling $24,572.
The long-term incentive portion of the Company's executive
compensation scheme is administered through the Company's
Restricted Stock Plan and the Option Plan, each established by
the Board of Directors of the Company to provide a means by which
certain employees of the Company, including executive officers,
could develop an economic interest, through ownership in the
Company's Common Stock, in the financial success of the Company.
After reviewing the stock option and restricted stock award
position of each executive officer, the Compensation Committee
made awards to certain executive officers and other key
employees, in order to enhance the recipients' desire to remain
with the Company and devote their best efforts to its business by
more closely aligning executives' and shareholders' long-term
interests. The Company did not grant any stock options or
restricted stock awards during fiscal 1997 to any of the
executive officers named in the Summary Compensation Table.
Section 162(m) of the Internal Revenue Code ("Section
162(m)"), enacted in 1993 imposes a limit of $1 million, with
certain exceptions, on the amount that a publicly held
corporation may deduct in any year for the compensation paid or
accrued with respect to each of its chief executive officers and
four other most highly compensated executive officers. None of
the Company's executive officers currently receives compensation
exceeding the limits imposed by Section 162(m). While the
Compensation Committee cannot predict with certainty how the
Company's executive compensation might be affected in the future
by the Section 162(m) or applicable tax regulations issued
thereunder, the Compensation Committee intends to try to preserve
the tax deductibility of all executive compensation while
maintaining the Company's executive compensation program as
described in this report.
Compensation Committee
James C. Day, Chairman
Edward P. Djerejian
Myron J. Moreau
COMPARATIVE STOCK PERFORMANCE
The Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total
return of the Standard & Poor's 500 Index (the "S&P 500 Index")
and a weighted index of a group of five companies in the
Company's and related industries. The Peer Group is comprised of
Stolt Comex Seaway, Noble Drilling Corporation, Jay Ray
McDermott, Inc. S.A., Oceaneering International, Inc., and
Offshore Logistics, Inc. Cumulative total return is based on
annual total return, which assumes reinvested dividends for the
period shown in the Performance Graph and assumes that $100 was
invested on February 10, 1993 (the date of the Company's initial
public offering), in each of Global, the S&P 500 Index and the
Peer Group. The Peer Group investment is weighted based on the
market capitalization of each individual company within the Peer
Group. The results shown in the graph below are not necessarily
indicative of future performance.
Comparison of Cumulative Total Return
[Chart Inserted Here]
<TABLE>
<CAPTION>
Feb 10, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31,
1993 1993 1994 1995 1996 1997
------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Global Industries, Ltd. $100 $120 $126 $153 $290 $543
Peer Group $100 $110 $109 $97 $135 $181
S&P 500 $100 $102 $103 $120 $157 $188
</TABLE>
PROPOSAL TO APPROVE AMENDMENT TO THE
GLOBAL INDUSTRIES, LTD.
1995 EMPLOYEE STOCK PURCHASE PLAN
The Global Industries, Ltd. 1995 Employee Stock Purchase
Plan (the "Employee Stock Purchase Plan") was adopted by the
Company's Board of Directors in February 1995 and approved by the
Company's shareholders in August 1995. The purpose of the
Employee Stock Purchase Plan is to furnish eligible employees an
incentive to advance the Company's interest by providing a method
whereby they may acquire a proprietary interest in the Company on
favorable terms.
The Amendment
The Board has adopted and proposes that the shareholders
approve an amendment to the Employee Stock Purchase Plan (the
"Amendment") that will permit eligible employees to elect to
participate in the Employee Stock Purchase Plan at two times
during the year. This is accomplished by adding a six-month
Option Period (as defined below) beginning six months after the
start of the 12-month Option Period, which currently begins on
April 1 of each year. Both Option Periods would end on the same
date, currently the last day of the Company's fiscal year. The
Board of Directors believes that providing two Option Periods
will increase participation in the Employee Stock Purchase Plan
among the Company's employees, thereby increasing the number of
employees who own shares in the Company. In addition, the
Amendment removes a prohibition on executive officers
participating in the plan for a period of six months after he or
she withdraws from the plan and alters the provisions regarding
requiring shareholder approval for changes to the Employee Stock
Purchase Plan. Both of these limitations were previously
required by rules of the Securities and Exchange Commission and
are no longer required. If the Amendment is approved, the Board
of Directors of the Company will have authority to amend the
Employee Stock Purchase Plan except that no amendment shall be
made without shareholder approval if such approval is required to
insure that the plan continues to meet the requirements of
Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). The complete text of the Amendment to the Employee
Stock Purchase Plan is attached hereto as Exhibit A.
General
The Employee Stock Purchase Plan authorizes the issuance of
up to 1,200,000 shares of Common Stock (subject to adjustment in
the event of stock dividends, stock splits and certain other
events) and provides that no options may be granted under the
Employee Stock Purchase Plan after February 8, 2005. The
Employee Stock Purchase Plan is available to all employees of the
Company and its subsidiaries who have completed six months of
employment and who are scheduled to work at least twenty hours
per week. An employee may not be granted an option under the
Employee Stock Purchase Plan if after the granting of the option
such employee would be deemed to own 5% or more of the combined
voting power or value of all classes of stock of the Company. As
of March 31, 1997, approximately 916 employees were eligible to
participate in the Employee Stock Purchase Plan.
Under the Employee Stock Purchase Plan, an eligible employee
makes a lump sum payment or authorizes payroll deductions to be
made during a 12-month period (or six-month period if the
proposed Amendment is approved) (the "Option Period"), which
amounts are used at the end of the Option Period to acquire
shares of Common Stock at 85% of the fair market value of the
Common Stock on the first or the last day of the Option Period,
whichever is lower. Employees have discretion to determine the
amount of their lump sum payment or payroll deduction under the
Employee Stock Purchase Plan, subject to the limitation that not
more than 15% of compensation or $25,000 may be deducted in any
Option Period and other applicable limitations set forth in
Section 423 of the Code. On the first day of each Option Period,
the Company grants options to purchase shares of Common Stock to
each participant. On the last day of the Option Period, the
participant is deemed to have exercised the option to the extent
of the participant's accumulated payroll deductions or lump sum
payments. The Compensation Committee makes all determinations
necessary or advisable for the administration of the Employee
Stock Purchase Plan.
An employee may withdraw from the Employee Stock Purchase
Plan, in whole but not in part, at any time prior to the last
business day of each Option Period, by delivering a withdrawal
notice to the Company, in which event the Company will refund the
entire amount of the employee's lump sum payments and payroll
deductions during the Option Period, without interest.
An employee's rights under the Employee Stock Purchase Plan
terminate upon termination of employment for any reason,
including retirement, death or disability. Upon such
termination, the Company will return the employee's lump sum
payments and payroll deductions, without interest. An employee's
rights under the Employee Stock Purchase Plan may not be
assigned, transferred, pledged or otherwise disposed of, except
by will or the laws of descent and distribution.
Option holders are protected against dilution in the event
of a stock dividend, stock split, subdivision combination,
recapitalization or similar event. If the Company is not the
surviving corporation in any merger or consolidation (or survives
only as a subsidiary) or if the Company is dissolved or
liquidated, then unless the surviving corporation assumes or
substitutes new options for all options then outstanding, the
date of exercise for all options then outstanding will be
accelerated to dates fixed by the Board of Directors prior to the
effective date of such merger, consolidation, dissolution or
liquidation.
The Board of Directors may terminate the Employee Stock
Purchase Plan at any time.
Options Granted under the Employee Stock Purchase Plan
The Option Period under the Employee Stock Purchase Plan
during the last fiscal year commenced on April 1, 1996 and ended
on March 31, 1997 and options to purchase an aggregate of 82,860
shares were exercised by 213 participants at an average cost of
$9.164 per share, including options to the Named Executives as
follows: Mr. William J. Dore - 0, Mr. Pollock - 2,040,
Mr. Michel -1,800, Mr. James Dore -709 and Mr. McClure -1,309;
and to all current executive officers as a group - 6,736. For
the Option Period which began April 1, 1997 and will end on
March 31, 1998 options to purchase an aggregate of 94,133 shares
were granted to 509 participants, including options to Named
Executives as follows: Mr. William J. Dore - 0, Mr. Pollock -
1,059, Mr. Michel - 897, Mr. James Dore -353 and Mr. McClure -
652; and to all current executive officers as a group - 4,617.
As described above, each employee determines his or her own level
of participation in the Employee Stock Purchase Plan, subject to
the limitations set forth in the plan and the number of options
granted is based upon the employees selected withholding amount
and the fair market value of shares of the Company's Common Stock
on the first day of the Option Period. As a result, the number
of options to be granted in the future to executive offices is
not determinable. Based upon the closing stock price of $21.625
on April 1, 1997 and the limitations in the plan, no executive
officer could receive options for more than 1,156 shares during
any calendar year.
Federal Income Tax Aspects
The following discussion summarizes certain federal income
tax considerations for employees participating in the Employee
Stock Purchase Plan and certain tax effects to the Company.
However, the summary does not address every situation that may
result in taxation. The Employee Stock Purchase Plan is not
subject to the provisions of the Employee Retirement Income
Security Act of 1974, and the provisions of Section 401(a) of the
Code are not applicable to the Employee Stock Purchase Plan.
Amounts deducted from an employee's pay under the Employee
Stock Purchase Plan are included in the employee's compensation
subject to federal income and social security taxes. The Company
will withhold taxes on these amounts. An employee will not
recognize any additional income at the time he or she elects to
participate in the Employee Stock Purchase Plan or purchases
Common Stock under the Employee Stock Purchase Plan.
If an employee disposes of Common Stock purchased pursuant
to the Employee Stock Purchase Plan within two years after the
first day of the Option Period with respect to which such stock
was purchased, the employee will recognize ordinary compensation
income at the time of disposition in an amount equal to the
excess of the fair market value of the stock on the day the
option was exercised over the purchase price the employee paid
for the stock. This amount may be subject to withholding taxes,
including social security taxes. In addition, the employee
generally will recognize a capital gain or loss in an amount
equal to the difference between the amount realized upon the sale
of the stock and his or her basis in the stock (that is, his or
her purchase price plus the amount taxed as compensation income).
If the shares have been held for more than one year, such gain or
loss will be long-term capital gain or loss.
If an employee disposes of Common Stock purchased pursuant
to the Employee Stock Purchase Plan more than two years after the
first day of the Option Period with respect to which such stock
was purchased, the employee will recognize as ordinary
compensation income at the time of such disposition an amount
equal to the lesser of (a) the excess of the fair market value of
the stock measured at the time of such disposition over the
amount paid for the stock, or (b) 15% of the fair market value of
the stock measured as of the first day of the Option Period with
respect to which the stock was purchased. This amount, however,
is not subject to social security taxes or withholding. In
addition, the employee generally will recognize a long-term
capital gain or loss in an amount equal to the difference between
the amount realized upon the disposition of the stock and his or
her basis in the stock (that is, his or her purchase price plus
the amount, if any, taxed as compensation income).
Although the amounts deducted from an employee's pay under
the Employee Stock Purchase Plan generally are tax deductible
business expenses of the Company, the Company generally will not
be allowed any additional deduction by reason of any employee's
purchase of Common Stock under the Employee Stock Purchase Plan.
However, if an employee disposes of Common Stock purchased
pursuant to the Employee Stock Purchase Plan within two years
after the first day of the Option Period with respect to which
such stock was purchased, the Company should generally be
entitled to a deduction in an amount equal to the compensation
income recognized by the employee. If an employee disposes of
Common Stock purchased under the Employee Stock Purchase Plan
more than two years after the first day of the Option Period with
respect to which such stock was purchased, the Company will not
receive any deduction for federal income tax purposes with
respect to such stock. Except when an employee disposes of
Common Stock after the two-year period described above, the
Company may be required to withhold taxes upon, and to pay
employment taxes with respect to compensation income recognized
by its employees in connection with the Employee Stock Purchase
Plan.
Vote Required
The affirmative vote of the holders of a majority of the
shares of Common Stock represented in person or by proxy and
entitled to vote at the Annual Meeting is required for approval
of the Amendment, which approval is a condition to the
effectiveness of the Amendment. Accordingly, under Louisiana
law, the Company's Articles of Incorporation and bylaws,
abstentions have the same legal effect as a vote against this
proposal, but a broker not-vote is not counted. The persons
named in the proxy intend to vote for the approval of the
Employee Stock Purchase Plan Amendment, unless otherwise
instructed.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE APPROVAL
OF THE EMPLOYEE STOCK PURCHASE PLAN AMENDMENT.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholders may propose matters to be presented at
shareholders' meetings and may also nominate persons to be
directors, subject to the formal procedures that have been
established.
Proposals for 1998 Annual Meeting
Pursuant to rules promulgated by the Securities and Exchange
Commission, any proposals of shareholders of the Company intended
to be presented at the Annual Meeting of Shareholders of the
Company to be held in 1998 and included in the Company's proxy
statement and form of proxy relating to that meeting, must be
received at the Company's principal executive offices, 107 Global
Circle, Lafayette, Louisiana 70503, no later than March 9, 1998.
Such proposals must be in conformity with all applicable legal
provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended.
In addition to the Securities and Exchange Commission rules
described in the preceding paragraph, the Company's bylaws
provide that for business to be properly brought before any
annual meeting of shareholders, it must be either (i) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting
by a shareholder of the Company who is a shareholder of record at
the time of giving of the required notice described below, who
shall be entitled to vote at such meeting and who complies with
the following notice procedures. For business to be brought
before an annual meeting by a shareholder of the Company, the
shareholder must have given timely notice in writing of the
business to be brought before such Annual Meeting to the
Secretary of the Company. To be timely for the 1998 Annual
Meeting, a shareholder's notice must be delivered to or mailed
and received at the Company's principal executive offices,
107 Global Circle, Lafayette, Louisiana 70503, on or before
May 8, 1998. A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before
the Annual Meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (c) the class and number of
shares of voting stock of the Company which are owned
beneficially by the shareholder, (d) a representation that the
shareholder intends to appear in person or by proxy at the annual
meeting to bring the proposed business before the meeting, and
(e) a description of any material interest of the shareholder in
such business. A shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect
to the matters set forth in the foregoing bylaw provisions.
Nominations for 1998 Annual Meeting and for Any Special Meetings
Pursuant to the Company's bylaws, only persons who are
nominated in accordance with the following procedures are
eligible for election as directors. Nominations of persons for
election to the Company's Board of Directors may be made at a
meeting of shareholders only (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Company who
is a shareholder of record at the time of giving of the required
notice described below, who shall be entitled to vote for the
election of directors at the meeting, and who complies with the
following notice procedures. All nominations, other than those
made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the Company's principal executive
offices, 107 Global Circle, Lafayette, Louisiana 70503, (i) with
respect to an election to be held at the 1998 Annual Meeting of
Shareholders on or before May 8, 1998, and (ii) with respect to
any election to be held at a special meeting of shareholders, not
later than the close of business on the 10th day following the
day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the meeting was made,
whichever first occurs. A shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director,
all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors,
or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including the
written consent of such person to be named in the proxy statement
as a nominee and to serve as a director if elected); and (b) as
to the shareholder giving the notice (i) the name and address, as
they appear on the Company's books, of such shareholder, and
(ii) the class and number of shares of capital stock of the
Company which are beneficially owned by the shareholder. In the
event a person who is validly designated as a nominee for
election as a director shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the
Board of Directors or the shareholder who proposed such nominee,
as the case may be, may designate a substitute nominee. A
shareholder must also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth
in the foregoing bylaw provisions.
COMPLIANCE
The Company believes, based upon a review of the forms and
amendments furnished to it, that during fiscal year 1997 the
Company's directors and officers complied with the filing
requirements under Section 16(a) of the Securities Exchange Act
of 1934.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent public accountants, have
been the principal independent auditors for the Company since
October 1991. The Company expects that they will continue as the
Company's principal independent auditors. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual
Meeting, with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions from
shareholders.
GENERAL
The Board of Directors knows of no other matters to be
brought before the Annual Meeting. However, if other matters
should properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote
such proxy in accordance with their judgment on such matters.
The cost of soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to the use
of the mails, proxies may be solicited by the directors, officers
and employees of the Company, without additional compensation, by
personal interview, special letter, telephone, telegram or
otherwise. Brokerage firms and other custodians, nominees and
fiduciaries who hold the voting securities of record will be
requested to forward solicitation materials to the beneficial
owners thereof and will be reimbursed by the Company for their
expenses. The Company has retained the services of American
Stock Transfer & Trust Company to assist in the solicitation of
proxies either in person or by mail, telephone or telegram, at an
estimated cost of $2,000, plus expenses.
ANNUAL REPORT AND FORM 10-K
The Company's Annual Report to Shareholders containing
audited financial statements for the year ended March 31, 1997,
is being mailed herewith to all shareholders entitled to vote at
the Annual Meeting. The Annual Report to Shareholders does not
constitute a part of this proxy soliciting material.
A copy of the 1997 Annual Report on Form 10-K as filed with
the Securities and Exchange Commission may be obtained, without
charge, by writing the Company, Global Industries, Ltd.,
107 Global Circle, Lafayette, Louisiana 70503, Attention:
Investor Relations.
EXHIBIT A
1997 AMENDMENT TO
GLOBAL INDUSTRIES, LTD.
1995 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, GLOBAL INDUSTRIES, LTD. (the "Company") has
heretofore adopted the GLOBAL INDUSTRIES, LTD. 1995 EMPLOYEE
STOCK PURCHASE PLAN (the "Plan") for the benefit of certain
employees of the Company and its subsidiaries; and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows,
effective as of the date this amendment is approved by the
affirmative vote of the holders of a majority of the shares of
the Company's Common Stock represented in person or by proxy and
entitled to vote at the meeting at which such approval is
proposed:
1. Subparagraphs 5(a) and 5(b) of the Plan shall be
deleted and the following shall be substituted therefor:
"(a) General Statement; "date of grant"; "option
period"; "date of exercise". Following the effective
date of the Plan and continuing while the Plan remains
in force, the Company shall offer options under the
Plan to all eligible employees to purchase shares of
Stock. Except as otherwise determined by the Committee
or the Administrator, these options shall be granted on
the first day of each April and October (each of which
dates is herein referred to as a "date of grant"). The
term of each option granted on the first day of April
shall be for 12 months, and the term of each option
granted on the first day of October shall be for six
months (each of such 12-month and six-month periods is
herein referred to as an "option period"), which shall
begin on a date of grant (the last day of each option
period is herein referred to as a "date of exercise").
The number of shares subject to each option shall be
the quotient of the total contributions authorized with
respect to such option including payroll deductions
authorized by each participating eligible employee in
accordance with subparagraph 5(b) extended for the
option period, divided by the "option price" (defined
below) of the Stock on the date of grant, as defined by
subparagraph 6(b), excluding all fractions.
(b) Election to Participate; Payroll Deduction
Authorization. Except as provided in subparagraph
5(f), an eligible employee may participate in the Plan
only by means of lump sum payment or payroll deduction
or any combination thereof. Each eligible employee who
elects to participate in the Plan (a "participant")
shall deliver to the Company, within the time period
prescribed by the Committee or the Administrator, a
written payroll deduction authorization in a form
prepared by the Company whereby he gives notice of his
election to participate in the Plan as of the next
following date of grant, and whereby he designates a
total contribution for the option period relating to
such date of grant, and the portion of such stated
amount to be paid in the Plan by lump sum and the
portion to be deducted from his compensation on each
pay day and paid into the Plan for his account. The
stated amount to be deducted from his compensation on
each pay day with respect to a particular option may
not be less than a sum which will result in the payment
into the Plan of at least $5.00 each pay day with
respect to such option. Any portion of the total
contribution with respect to an option that is to be
paid by lump sum must be paid to the Company no later
than 30 days after the date of grant of such option.
The total contribution of a participant to the Plan may
not at any time exceed either of the following: (i) 15%
of the amount of such participant's "eligible
compensation" (as defined in subparagraph 5(d) below)
from which the deduction is made or (ii) an amount
which will result in noncompliance with the $25,000
limitation stated in subparagraph 5(e)."
2. Subparagraph 6(a) of the Plan shall be deleted and the
following shall be substituted therefor:
(a) General Statement. Each participant in the
Plan automatically and without any act on his part
shall be deemed to have exercised his option on the
date of exercise of such option to the extent that the
cash balance then in his account under the Plan that
relates to such option is sufficient to purchase at the
"option price" (as defined in subparagraph 6(b) below)
whole shares of Stock subject to such option. Any
amount relating to such option that remains in his
account after payment of the purchase price of those
whole shares shall be refunded to him promptly."
3. Paragraph 7 of the Plan shall be deleted and the
following shall be substituted therefor:
"7. WITHDRAWAL FROM THE PLAN.
(a) General Statement. Any participant may
withdraw in whole from the Plan at any time provided
that such withdrawal occurs at least two business days
before the next following date of exercise with respect
to which the participant has received an option under
the Plan. Partial withdrawals shall not be permitted.
A participant who wishes to withdraw from the Plan must
timely deliver to the Company a notice of withdrawal in
a form prepared by the Company, except in the case of
leaves of absence described in subparagraph 5(f) where
the participant shall be deemed to have given such
notice of withdrawal as of the first pay day following
the commencement of such leave of absence in which such
participant fails to make a cash payment to the Company
in an amount equal to his authorized payroll deduction
for the Plan, if any. The Company, promptly following
the time when the notice of withdrawal is delivered or
is deemed delivered, shall refund to the participant
the amount of the cash balance in his account under the
Plan; and thereupon, automatically and without any
further act on his part, his payroll deduction
authorization, his interest in the Plan, and his
interest in unexercised options under the Plan shall
terminate.
(b) Eligibility Following Withdrawal. A
participant who withdraws from the Plan shall be
eligible to participate again in the Plan as of the
next following date of grant (provided that he is
otherwise eligible to participate in the Plan at such
time)."
4. Paragraph 15 of the Plan shall be deleted and the following
shall be substituted therefore:
"15. Amendment or Termination of the Plan. The
Board in its discretion may terminate the Plan at any
time with respect to any shares for which options have
not theretofore been granted. The Board shall have the
right to alter or amend the Plan or any part thereof
from time to time; provided, that no change in any
option theretofore granted may be made which would
impair the rights of the optionee without the consent
of such optionee; and provided, further, that the Board
may not make any alternation or amendment without the
approval of the stockholders of the Company if such
approval is required to insure that options issued
under the Plan continue to meet the requirements of
employee stock purchase options as defined in Section
423 of the Code."
5. As amended hereby, the Plan is specifically ratified and
reaffirmed and this amendment shall not change or modify the
terms of any outstanding Options under the Plan.
(Front of Card)
PROXY GLOBAL INDUSTRIES, LTD.
Proxy for 1996 Annual Meeting
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Dore and Michael
J. Pollock, and each of them, with or without the other, proxies,
with full power of substitution, to vote all shares of stock that
the undersigned is entitled to vote at the 1997 Annual Meeting of
Shareholders of Global Industries, Ltd. (the "Company"), to be
held in Houston, Texas on August 6, 1997, at 10:00 a.m. (local
time) and all adjournments and postponements thereof as follows:
(1) Election of Directors
[] FOR all nominees listed [] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below). nominees listed below.
(INSTRUCTION: To withhold authority to vote for
any individual nominee strike a line through the
nominee's name in the list below.)
William J. Dore James C. Day Myron J. Moreau
Michael J. Pollock Edward P. Djerejian
(2) Proposal to amend Global Industries, Ltd. 1995
Employee Stock Purchase Plan.
[] FOR [] AGAINST [] ABSTAIN
(3) In their discretion, upon any other business which may
properly come before said meeting.
[] FOR [] AGAINST []ABSTAIN
(continued on reverse side)
(Back of Card)
This Proxy will be voted as you specify above. If no
specification is made, this Proxy will be voted with respect to
item (1) FOR the nominees listed, with respect to item (2) FOR
approval of the Amendment to the 1995 Employee Stock Purchase
Plan and in accordance with the judgment of the persons voting
the Proxy with respect to any other matters which may properly be
presented at the meeting. Receipt of the Notice of the 1997
Annual Meeting and the related Proxy Statement is hereby
acknowledged.
Dated:___________________________,1997
______________________________________
Signature
______________________________________
Signature, if jointly held
Please sign your name exactly as it
appears hereon. Joint owners must
each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as it appears hereon.
If held by a corporation, please
sign in the full corporate name by
the president or other authorized
officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
