=============================================================================== 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 24, 2004 -------------- GLOBAL INDUSTRIES, LTD. (Exact name of registrant as specified in its charter) LOUISIANA 2-56600 72-1212563 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 8000 GLOBAL DRIVE P.O. BOX 442 CARLYSS, LOUISIANA 70664-0442 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (337) 583-5000 =============================================================================== ITEM 5. OTHER EVENTS Global Industries, Ltd. ("Global") entered into an underwriting agreement with Credit Lyonnais Securities (USA) Inc. and Johnson Rice & Company, L.L.C. on March 24, 2004 in connection with the offer and sale by Global of 9,525,000 shares of its common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) EXHIBITS. 1.1 Underwriting Agreement dated March 24, 2004 by and among Global Industries, Ltd., Credit Lyonnais Securities (USA) Inc. and Johnson Rice & Company, L.L.C. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto) 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 hereunto duly authorized. GLOBAL INDUSTRIES, LTD. By: /s/ TIMOTHY W. MICIOTTO ----------------------------------- Timothy W. Miciotto Senior Vice President and Chief Financial Officer Dated: March 25, 2004 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION -------------- ------------------- 1.1 Underwriting Agreement dated March 24, 2004 by and among Global Industries, Ltd., Credit Lyonnais Securities (USA) Inc. and Johnson Rice & Company, L.L.C. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto)