SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
 
 
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
 
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of September, 2010
 
Commission File Number: 000-21742
 
 Acergy S.A.
 (Translation of registrant’s name into English)
 
 
 
200 Hammersmith Road
London, W6 7DL
England
 (Address of principal executive offices)
 
           Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
                                                 
 
Form 20-F  x
Form 40-F  o
 
   
           Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    o
 
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    o
 
           Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
                                            
 
Yes   o
No   x
 
   
                                              
    If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-________
 
 

 
 
Attached herewith as Exhibit 99.1 is a press release, dated September 16, 2010, whereby Acergy S.A. (the “Company”) announced that an Extraordinary General Meeting (EGM) of shareholders will be held on Tuesday November 9, 2010 at 12:00 p.m. local time at the offices of SGG S.A., 412F, route d’Esch, L-2086 Luxembourg.  All shareholders of record as of September 21, 2010 will be entitled to vote at the EGM.

The purpose of the EGM is to consider and approve the Combination with Subsea 7, and to amend the Company’s Articles of Incorporation, with effect from Completion, including increasing the authorised share capital of the Company and changing the name of the Company to “Subsea 7 S.A.”; and to appoint the new Directors of the Company as from Completion.

The notice of the EGM is expected to be distributed to eligible shareholders no later than September 30, 2010. Upon publication, the Notice of EGM and supporting materials, including the prospectus, will be available on the Acergy website: www.acergy-group.com/public/AcergySubsea7combination.

Certain statements set forth above and contained in the press release furnished pursuant to this Form 6-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements may be identified by the use of words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “forecast,” “project,” “will,” “should,” “seek,” and similar expressions.  These forward-looking statements include, but are not limited to, statements as to the date of the proposed EGM, the date for shareholders to be on the record in order to be entitled to vote at the EGM, the purpose of the EGM and the date of publication and distribution of materials to eligible shareholders. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties.  The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; unanticipated delays, costs and difficulties related to the combination transaction, including satisfaction of closing conditions; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programs; the impact of laws and regulations; and operating hazards, including spills and environmental damage.  Many of these factors are beyond our ability to control or predict.  Given these factors, you should not place undue reliance on the forward-looking statements.
 
This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of Subsea 7 or the Company.
 
 
1

 
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, thereunto duly authorized.
 
      ACERGY S.A.  
       
Date: September 16, 2010
By:
 /s/ Jean Cahuzac  
    Name:  Jean Cahuzac  
    Title: Chief Executive Officer   
 
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