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): March 26, 2007
McDERMOTT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 001-08430 72-0593134
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 N. Eldridge Parkway, Houston, Texas 77079
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (281) 870-5901
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 26, 2007, Francis S. Kalman, Executive Vice President and Chief
Financial Officer of McDermott International, Inc. ("McDermott") notified
McDermott of his intention to retire as Chief Financial Officer, effective April
1, 2007, and as Executive Vice President, effective September 30, 2007.
(c) The Board of Directors has approved the appointment of Michael S. Taff as
Senior Vice President and Chief Financial Officer, effective April 1, 2007. Mr.
Taff is 44 years of age and has served as McDermott's Vice President and Chief
Accounting Officer since joining McDermott in June 2005. Prior to McDermott, Mr.
Taff served as Vice President and Chief Financial Officer of HMT, Inc., a
private engineering and construction company, from June 2004 and as Vice
President and Corporate Controller of Phillip Services Corporation, a provider
of industrial, environmental, transportation and container services, from
September 1999 to May 2004. A copy of the press release announcing Mr. Taff's
election is attached as Exhibit 99.1.
In connection with his appointment as Chief Financial Officer, McDermott's
Board of Directors has approved Mr. Taff's annual base salary of $400,000 per
year and a 2007 target bonus award under McDermott's Executive Incentive
Compensation Plan of 55% of his salary. In addition, Mr. Taff has entered into a
change-in-control agreement which provides various payments and benefits to Mr.
Taff in the event he is terminated within one year after a change-in-control
either (1) by McDermott for any reason other than cause or (2) by Mr. Taff for
good reason. A copy of the Change-In-Control Agreement is attached as Exhibit
10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Change-in-Control Agreement
99.1 Press Release dated March 29, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
McDERMOTT INTERNATIONAL, INC.
By: /s/ Michael S. Taff
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Michael S. Taff
Vice President and Chief Accounting
Officer
March 29, 2007