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): August 1, 2011

TRICO MARINE SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33402	72-1252405
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification No.)

3200 Southwest Freeway, Suite 2950
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 780-9926

Not Applicable
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.03 Bankruptcy or Receivership
Item 3.03 Material Modification to the Rights of Security Holders
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Exhibit Index
EX-2.1
EX-99.1
EX-99.2

Item 1.03 Bankruptcy or Receivership

As previously, disclosed, on August 25, 2010, Trico Marine Services, Inc. (the “Company”) and certain of its subsidiaries, Trico Marine Assets, Inc., Trico Holdco, LLC, Trico Marine Operators, Inc., Trico Marine Cayman, LP and Trico Marine International, Inc. (each a “Debtor” and collectively with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On August 2, 2011, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Chapter 11 plan of liquidation (the “Plan”) for the Company, Trico Marine Assets, Inc., Trico Marine Operators, Inc. and Trico Marine International, Inc. (the “Plan Debtors”). The Company anticipates that the effective date of the Plan (the “Effective Date”) will be on or about August 10, 2011, provided certain conditions discussed below have been satisfied or waived. The Chapter 11 Cases of Trico Marine Cayman, LP and Trico Holdco, LLC will be dismissed pursuant to § 1112 of the Bankruptcy Code on the Effective Date. The complete text of the Plan and the Confirmation Order are attached hereto as Exhibits 2.1 and 99.1, respectively.

Summary of Plan

The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court. The summary is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 2.1. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

The Effective Date of the Plan will be the day that each of the following conditions have been satisfied or waived, among others: (a) all actions, documents, and agreements necessary to implement the Plan and all transactions described in the Plan shall have been effected or executed, as applicable and (b) the Confirmation Order shall not have been stayed.

The Plan is a liquidating plan that provides, among other things, for the liquidation of the Plan Debtors’ remaining assets by a Plan Administrator and for the satisfaction of all Allowed Claims. All existing Equity Interests in the Company will remain in place for a period of 90 days after the Effective Date, pending a decision by the Plan Administrator to implement certain transactions described in the Plan. Should the Plan Administrator not elect to keep the existing Equity Interests outstanding, such Equity Interests shall be cancelled on the 90^th day after the Effective Date. In either event, existing holders of Equity Interests will receive no distributions under the Plan.

The Plan Administrator will reduce the remaining assets of the Plan Debtors, and their remaining non-Debtor affiliates, to cash and distribute the cash first in full payment of any and all Allowed Administrative Claims, Priority Tax Claims, 8.125% Notes Secured Claims, Other Secured Claims, Other Priority Claims, and Superpriority Administrative Claims. The remaining assets of the Plan Debtors, including the proceeds of the Debtors’ 9019 settlement with their former non-Debtor “Opco” affiliates, will be distributed in accordance with the terms of the Plan. Each of the Plan Debtors will be dissolved after liquidation is complete.

Share Information

As of the Effective Date, (i) the Plan Administrator shall be authorized to take all actions reasonably necessary to distribute the assets of the Estates and dissolve the Plan Debtors under applicable law and (ii) all existing Equity Interests in the Company will remain in place for a period of 90 days after the Effective Date, pending a decision by the Plan Administrator to implement certain transactions described in the Plan. No shares of the Company are being reserved for future issuance in respect of claims and interests filed or allowed under the Plan; provided, however, that the Plan Administrator will receive and hold one share of Company preferred common stock for the purpose of maintaining the Company’s corporate existence pending dissolution and for corporate governance purposes.

Additional information regarding the Debtors’ bankruptcy cases, including access to court documents and other general information, is available to the public at http://dm.epiq11.com/TMG/Project/default.aspx. Information contained on, or that can be accessed through, this website is not part of this report.

Item 3.03 Material Modification to the Rights of Security Holders

Pursuant to the Plan, all existing Equity Interests in the Company will remain in place for a period of 90 days after the Effective Date, pending a decision by the Plan Administrator to implement certain transactions described in the Plan. Should the Plan Administrator not elect to keep the existing Equity Interests outstanding, such Equity Interests shall be cancelled on the 90^th day after the Effective Date. In either event, existing holders of Equity Interests will receive no distributions under the Plan.

Item 7.01 Regulation FD Disclosure.

On August 1, 2011, the Company and the Debtors filed their unaudited combined monthly operating report for the period June 1, 2011 through June 30, 2011 (the “Monthly Operating Report”) with the Bankruptcy Court. Exhibit 99.2 to this Current Report on Form 8-K contains the unaudited Monthly Operating Report as filed with the Bankruptcy Court.

The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court and the Bankruptcy Code. The financial information contained in the Monthly Operating Report is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company cautions readers not to place undue reliance on the Monthly Operating Report. The Monthly Operating Report may be subject to revision. The Monthly Operating Report is in a format required by the Bankruptcy Court and the Bankruptcy Code and should not be used for investment purposes. The information in the Monthly Operating Report should not be viewed as indicative of future results.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: (i) the Company’s and its subsidiaries’ ability to continue as a going concern; (ii) the ability of the Company and its subsidiaries to obtain and maintain normal terms with vendors and service providers; (iii) the Company’s ability to maintain contracts that are critical to its operations; (iv) the potential adverse impact of the Company’s voluntary reorganization under Chapter 11 of Title 11 of the United States Code on its liquidity or results of operations; (v) the ability of the Company to attract, motivate and/or retain key executives and employees; (vi) the ability of the Company to attract and retain customers; and (vii) other risks and factors regarding the Company and its industry identified from time to time in the Company’s reports filed with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

The Monthly Operating Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate the Monthly Operating Report or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.


Exhibit Number		Description
2.1		Debtors’ Second Amended Joint Plan of Liquidation as confirmed by the Bankruptcy Court on August 2, 2011.

99.1		Order Confirming Debtors’ Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code.

99.2		Monthly Operating Report of Trico Marine Services, Inc. for the period June 1, 2011 through June 30, 2011 filed in the United States Bankruptcy Court for the District of Delaware Case No. 10-12653.

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.

Date: August 5, 2011


TRICO MARINE SERVICES, INC.
By:	/s/ Brett A. Cenkus
	Name:	Brett A. Cenkus
	Title:	General Counsel and Secretary

Exhibit Index


Exhibit Number		Description
2.1		Debtors’ Second Amended Joint Plan of Liquidation as confirmed by the Bankruptcy Court on August 2, 2011.

99.1		Order Confirming Debtors’ Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code.

99.2		Monthly Operating Report of Trico Marine Services, Inc. for the period June 1, 2011 through June 30, 2011 filed in the United States Bankruptcy Court for the District of Delaware Case No. 10-12653.

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TRICO MARINE SERVICES INC 8-K