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):
January 13, 2005 (January 7, 2005)
___________________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
000-32855
(Commission File Number)
Delaware 74-2982117
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(504) 367-7030
___________________
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)
Item 2.04 Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement.
As a result of the previously announced filing on January 7,
2005 for reorganization under Chapter 11 of the U.S.
Bankruptcy Code by Torch Offshore, Inc. (the "Company") and
certain of its wholly owned subsidiaries affiliates (the
"Bankruptcy Filing"), the Company is in default under a
credit agreement with Regions Bank and Export Development
Canada (the "Lenders") to finance the conversion of the
Midnight Express (the "Finance Facility"). As a result of
this default, the obligations of the Lenders have terminated
and all borrowings by the Company and its subsidiaries,
together with accrued interest, are immediately due and
payable in the amount of approximately $79.0 million.
The ability of the Lenders to seek remedies to enforce their
rights under this agreement are stayed as a result of the
Bankruptcy Filing and the Lenders' rights of enforcement are
subject to the applicable provisions of the U.S. Bankruptcy
Code.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
The Company received notification from The NASDAQ Stock
Market ("NASDAQ") that the Company's common stock will be
delisted from the NASDAQ National Market, in accordance with
Marketplace Rules 4300 and 4450(f). The Company expects to
make a request for a hearing with the NASDAQ Listing
Qualifications Panel on this matter that will stay the
delisting pending the hearing and a determination by the
NASDAQ Listing Qualifications Panel. There can be no
assurance that the NASDAQ Listing Qualifications Panel will
grant the Company's request for continued listing.
In addition, as a result of the Bankruptcy Filing, the fifth
character "Q" has been added to the Company's trading symbol
effective as of January 12, 2005. The Company's trading
symbol is now TORCQ.
A copy of the press release, dated January 12, 2005,
announcing the notification of delisting from NASDAQ is
attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
January 12, 2005
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.
TORCH OFFSHORE, INC.
By: /s/ ROBERT E. FULTON
Date: January 13, 2005 -------------------------
Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
January 12, 2005
Exhibit 99.1
NEWS RELEASE
For immediate release to:
Analysts, Financial Community, Media
Contact: Bob Fulton (1) 504-367-7030
Bradley Lowe (1) 504-367-7030
Torch Offshore Receives Delisting Notification from NASDAQ
New Orleans, Louisiana USA, January 12, 2005
Torch Offshore, Inc. (NASDAQ: TORC) (the "Company")
announced today that it has received notice from the staff
of The NASDAQ Stock Market ("NASDAQ") that the Company's
common stock will be delisted from the NASDAQ National
Market, in accordance with Marketplace Rules 4300 and
4450(f). The Company has the right and expects to appeal
NASDAQ's determination to a NASDAQ Listing Qualifications
Panel. NASDAQ will notify the Company when a hearing on the
Company's appeal will be held. According to NASDAQ's rules,
the delisting process will be stayed until the NASDAQ
Listing Qualifications Panel makes a decision on the
Company's appeal. The Company cannot predict the outcome of
such appeal.
In addition, as a result of the Company's previously
announced filing for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on January 7, 2005, the fifth character
"Q" has been added to the Company's trading symbol effective
as of January 12, 2005. The Company's trading symbol is now
TORCQ.
Established in 1978, Torch Offshore, Inc. is involved in
offshore pipeline installation and subsea construction for
the oil and natural gas industry. Torch Offshore, Inc. is
expanding beyond its established shallow water niche market
in order to serve the industry's worldwide growing needs in
the deep waters.
Any statements made in this news release, other than those
of historical fact, about an action, event or development,
which the Company hopes, expects, believes or anticipates
may or will occur in the future, are forward-looking
statements under the Private Securities Litigation Reform
Act of 1995. The forward-looking statements in this news
release include statements about the Company's appeal for a
hearing to the NASDAQ Listing Qualifications Panel and the
delisting of the Company's stock from the NASDAQ. Such
statements are subject to various assumptions, risks and
uncertainties, which are specifically described in the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 filed with the Securities and
Exchange Commission, as well as other factors that may not
be within the Company's control, including, specifically,
oil and natural gas commodity prices, weather conditions and
offshore construction activity levels. Although the Company
believes its expectations are based on reasonable
assumptions, it gives no assurance that the Company's
assumptions and projections will prove to be correct. Actual
results may differ materially from those projected.