Current Report Filing (8-k)
March 09 2018 - 4:42PM
Edgar (US Regulatory)
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 8, 2018
McDermott International, Inc.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA
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001-08430
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72-0593134
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4424 West Sam Houston Parkway North
Houston, Texas
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77041
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including Area Code: (281)
870-5000
(Former name
or former address, if changed since last report)
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:
☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01
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Changes in Registrants Certifying Accountant.
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On March 8, 2018, following a
competitive request for proposal process, the Audit Committee (the Audit Committee) of McDermott International, Inc. (McDermott) engaged Ernst & Young LLP (EY) as its independent registered public
accounting firm for the year ending December 31, 2018, and the Board of Directors of McDermott approved and ratified such appointment. Concurrently with the appointment of EY, the Audit Committee dismissed its previously engaged independent
registered accounting firm, Deloitte & Touche LLP (D&T), as its principal outside auditor and provided D&T with notice of such dismissal.
During McDermotts two most recent fiscal years ended December 31, 2017 and 2016 and during the subsequent interim period ended
March 8, 2018, there were (i) no disagreements between McDermott and D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the
satisfaction of D&T, would have caused D&T to make reference thereto in its reports on the financial statements for such years, and (ii) no reportable events as that term is defined in Item 304(a)(1)(v) of
Regulation
S-K.
The audit reports of D&T on McDermotts financial statements as of and
for the years ended December 31, 2017 and 2016 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
McDermott provided D&T with a copy of the disclosures in this Current Report on Form
8-K
prior to
filing and requested that D&T furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not D&T agrees with the above statements made by McDermott regarding D&T and, if not, stating the respects in
which it does not agree. A copy of such letter, dated March 8, 2018, is attached as Exhibit 16.1.
During years ended
December 31, 2017 and 2016, and in the subsequent interim period through March 8, 2018, neither the Company, nor anyone on its behalf, has consulted with EY regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that might be rendered on McDermotts financial statements, and neither a written report nor oral advice was provided to McDermott that EY concluded was an important factor
considered by McDermott in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in instruction 4 to Item 304 of Regulation
S-K
) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT INDEX
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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.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/ Stuart A. Spence
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Stuart A. Spence
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Executive Vice President and Chief Financial Officer
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March 9, 2018
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