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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 27, 2005 (JUNE 20, 2005)
TORCH OFFSHORE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-32855 74-2982117
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
401 WHITNEY AVENUE, SUITE 400 GRETNA, LOUISIANA 70056-2596
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(504) 367-7030
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(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 (see General Instruction A.2. below):
[ ] 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 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION.
Effective June 20, 2005 Torch Offshore, Inc. (the "Company") terminated
Bridge Associates LLC as chief restructuring advisor to the Company. The
termination of Bridge Associates LLC is an event of default under the Company's
Debtor in Possession ("DIP") financing with Regions Bank and Export Development
Canada. The Company is negotiating with Regions Bank and Export Development
Canada to cure this default. In the event that the default is not cured, the
bank can withdraw the financing which will result in the Company having
insufficient funding to continue to operate. The Company is in the process of
rescinding its decision to terminate Bridge Associates L.L.C. as chief
restructuring advisor.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective June 20, 2005 Richard J. Shopf resigned from the board of
directors of the Company. Mr. Shopf's resignation was in response to
disagreement with other members of the Board of Directors regarding the
termination of bankruptcy counsel, restructuring advisors and investment
bankers. Mr. Shopf's letter of resignation is filed as an exhibit to this Form
8-K.
In addition to being a member of the Board of Directors, Mr. Shopf was
also the chairman of the Audit Committee. With the resignation of Mr. Shopf, the
Company no longer has an Audit Committee, nor sufficient independent Board
members to reconstitute the Audit Committee.
The Company has provided Mr. Shopf with a copy of the disclosures set
forth above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 - Richard J. Shopf letter of Resignation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TORCH OFFSHORE, INC.
DATE: June 27, 2005 By: /S/ Robert E. Fulton
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Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Richard J. Shopf letter of Resignation