As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIDE PETROLEUM SERVICES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA
(State or other jurisdiction of
incorporation or organization)
76-0069030
(I.R.S. Employer
Identification No.)
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS
(Address of Principal Executive Offices)
77042
(Zip Code)
PRIDE PETROLEUM SERVICES, INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE PETROLEUM SERVICES, INC.
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(Name and address of agent for service)
(713) 789-1400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share (2) price (2) registration fee
------------------------------------ ------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, no par value........................... 1,625,000(1) $15.50 $25,187,500 $8,685
</TABLE>
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(1) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices reported on the Nasdaq National Market on June 19, 1996.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus to which
this Registration Statement relates is a combined prospectus that also relates
to the following Registration Statements on Form S-8: Reg. No. 33-26854,
previously filed by the registrant on February 6, 1989, and Reg. No. 33-44823,
previously filed by the registrant on December 30, 1991.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning
the Pride Petroleum Services, Inc. Long-Term Incentive Plan (the "Plan"),
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which the registrant, Pride Petroleum
Services, Inc. (the "Company"), has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-16961), are incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(3) The description of the Company's common stock, no par
value (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed on February 6, 1989, as such Registration
Statement may be further amended from time to time for the purpose of
updating, changing or modifying such description;
(4) The Company's Current Report on Form 8-K filed on March
20, 1996; and
(5) The Company's Current Report on Form 8-K filed on May 15,
1996, as amended by a Form 8-K/A filed on June 4, 1996.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Business Corporation Law of the State of
Louisiana gives corporations the power to indemnify officers and directors under
certain circumstances. Article IX of the Company's Restated Articles of
Incorporation and Section 13 of the Company's Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).
II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
*4.1 - Restated Articles of Incorporation of the Company (Form S-1,
Registration No. 33-33233, Exhibit 3(a)).
*4.2 - Amendment to Restated Articles of Incorporation (Form S-3,
Registration No. 33-76310, Exhibit 4.2).
*4.3 - Bylaws of the Company (Form S-1, Registration No. 33-33233, Exhibit
3(b)).
*4.4 - Pride Petroleum Services, Inc. Long-Term Incentive Plan (Form S-8,
Registration No. 33-26854, Exhibit 4A).
*4.5 - Forms of Long-Term Incentive Plan Agreements (Form S-8, Registration
No. 33-26854, Exhibit 4B).
5 - Opinion of McGlinchey Stafford Lang.
23.1 - Consent of Coopers & Lybrand, L.L.P.
23.2 - Consent of Johnson, Miller & Co.
23.3 - Consent of Pistrelli, Diaz y Asociados.
23.4 - Consent of McGlinchey Stafford Lang (contained in Exhibit 5).
24 - Powers of Attorney (included on the signature page of the
Registration Statement).
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* Incorporated by reference as indicated.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
II-2
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on June 25, 1996.
PRIDE PETROLEUM SERVICES, INC.
By: /s/ RAY H. TOLSON
Ray H. Tolson,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Ray H. Tolson, Paul
A. Bragg and Robert W. Randall, and each of them, each of whom may act without
the joinder of the others, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON JUNE 25, 1996.
SIGNATURE TITLE
--------- -----
/s/ RAY H. TOLSON Chairman of the Board, President and
Ray H. Tolson Chief Executive Officer
(Principal Executive Officer)
/s/ PAUL A. BRAGG Vice President and Chief Financial
Paul A. Bragg Officer
(Principal Financial Officer)
/s/ EARL W. MCNIEL Chief Accounting Officer
Earl W. McNiel
(Principal Accounting Officer)
/s/ JAMES B. CLEMENT Director
James B. Clement
/s/ JORGE E. ESTRADA M. Director
Jorge E. Estrada M.
/s/ RALPH D. MCBRIDE Director
Ralph D. McBride
/s/ THOMAS H. ROBERTS, JR. Director
Thomas H. Roberts, Jr.
/s/ JAMES T. SNEED Director
James T. Sneed
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*4.1 - Restated Articles of Incorporation of the Company (Form S-1,
Registration No. 33-33233, Exhibit 3(a)).
*4.2 - Amendment to Restated Articles of Incorporation (Form S-3,
Registration No. 33-76310, Exhibit 4.2).
*4.3 - Bylaws of the Company (Form S-1, Registration No. 33-33233, Exhibit
3(b)).
*4.4 - Pride Petroleum Services, Inc. Long-Term Incentive Plan (Form S-8,
Registration No. 33-26854, Exhibit 4A).
*4.5 - Forms of Long-Term Incentive Plan Agreements (Form S-8, Registration
No. 33-26854, Exhibit 4B).
5 - Opinion of McGlinchey Stafford Lang.
23.1 - Consent of Coopers & Lybrand, L.L.P.
23.2 - Consent of Johnson, Miller & Co.
23.3 - Consent of Pistrelli, Diaz y Asociados.
23.4 - Consent of McGlinchey Stafford Lang (contained in Exhibit 5).
24 - Powers of Attorney (included on the signature page of the
Registration Statement).
- ------------
* Incorporated herein by reference.
EXHIBIT 5
MCGLINCHEY STAFFORD LANG
A PROFESSIONAL LIMITED LIABILITY COMPANY
643 MAGAZINE STREET
NEW ORLEANS, LOUISIANA 70160-0643
June 24, 1996
Pride Petroleum Services, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Re: Offering of 1,625,000 shares of Common Stock, no par value, of Pride
Petroleum Services, Inc.
Gentlemen:
We are acting as special Louisiana counsel to Pride Petroleum Services,
Inc., a Louisiana corporation (the "Company"). We have been asked to render
certain opinions in connection with the Registration Statement (the
"Registration Statement") on Form S-8, as amended, filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, relating to the Company's no par value Common Stock
("Common Stock"). As set forth in the Registration Statement certain legal
matters involving Louisiana law are being passed upon by us for the Company. The
Registration Statement relates to the offering of 1,625,000 shares of Common
Stock (the "Shares") to be sold by the Company. Unless otherwise defined,
capitalized terms used herein shall have the respective meaning set forth in the
Registration Statement.
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We do not represent the Company on a general or regular basis and,
accordingly, have no detailed information concerning its business or operations.
In our capacity as special Louisiana counsel to the Company in connection with
this opinion, we have reviewed the following documents: (i) a copy of the
Amended and Restated Articles of Incorporation of the Company, as amended,
certified by the Louisiana Secretary of State (the "Articles of Incorporation");
(ii) a copy of the Bylaws of the Company, certified by the Corporate Secretary
(the "Bylaws"); (iii) an original Certificate of Good Standing for the Company
from the Louisiana Secretary of State; (iv) the Registration Statement; (v) a
copy of the Company's Long-Term Incentive Plan (the "Plan"); (vi) resolutions of
the Board of Directors of the Company, certified by the Corporate Secretary; and
(vii) such other documents as we have deemed relevant or necessary as a basis
for the opinions hereinafter set forth. In giving such opinions, we have relied
upon certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates, without undertaking to
verify the same by independent investigation.
For purposes of this opinion we have assumed, with your permission and
without independent investigation the following:
(i) the genuineness of all signatures on all documents and certificates
referred to herein or relied upon by us, and the conformity to original
documents of documents submitted to us as conformed, certified, or photostatic
copies;
(ii) the accuracy of all statements of fact set forth in the Registration
Statement and that certain Registration Statement on Form S-3 (Registration No.
333-05137) (the "S-3 Registration Statement"), as amended, filed by the Company
on June 4, 1996, with the Commission under the Securities Act of 1933, as
amended, relating to the Common Stock;
(iii) the Shares to be issued and sold pursuant to the Registration
Statement are included in the Shares that have been duly reserved for issuance
by the Company upon exercise of outstanding stock options and warrants, as more
fully set forth in the S-3 Registration Statement;
(iv) the Company has not (i) declared or issued a stock dividend or stock
split; (ii) issued stock rights, options or warrants to holders of the Common
Stock, except as set forth in the S-3 Registration Statement; or (iii) entered
into any other transaction which would require adjustment to the Conversion
Price (as defined herein) of the Convertible Subordinated Debentures due
February 15, 2006 as provided in Section 13.5 of that certain Indenture between
the Company and Marine Midland Bank dated January 26, 1996 (the "Indenture"). As
used herein, "Conversion Price" shall have the meaning ascribed to it in Section
13.5 of the Indenture;
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(v) the Company has complied and will continue to comply with the terms
and conditions of the Plan; and
(vi) the Company and the Participant will comply with the terms and
conditions of the Long-Term Incentive Plan Agreement (as defined in the Plan)
under which the Shares are transferred by the Company to the Participant.
We have made no investigation or inquiry to determine the accuracy of the
foregoing assumptions and are not responsible for the effect of the inaccuracy
of any of these assumptions on the opinions expressed herein.
Subject to the foregoing assumptions, and the qualifications and
exceptions set forth below, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Louisiana; and
2. When the Board of Directors of the Company and the Compensation
Committee thereof have determined the price at which the Shares are to be sold
by the Company and have authorized the issuance of such Shares, upon the
issuance and sale of the Shares by the Company pursuant to the terms of the Plan
and any Long-Term Incentive Plan Agreement (as defined in the Plan) and upon
receipt by the Company of the consideration described in the Plan and any
Long-Term Incentive Plan Agreement, such Shares will be duly authorized, validly
issued, fully paid and nonassessable.
The opinions set forth above are subject to the following qualifications
and exceptions:
(1) We express no opinion with respect to the Restricted Stock (as defined
in the Plan).
(2) This Opinion is rendered solely as to matters of Louisiana law, and we
do not purport to express any opinion herein concerning any law other than the
laws of the State of Louisiana. We are not opining as to any federal or state
securities or employment laws or laws of the United States of America. To the
extent, if any, that the laws of any jurisdiction other than the State of
Louisiana may be applicable to any of the transactions or documents referred to
herein, we express no opinion with respect to any such laws or their effect on
any of the transactions or documents.
(3) Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date of this letter.
We undertake no responsibility to
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advise you of any changes in the law or the facts after the date hereof that
would alter the scope or substance of the opinions expressed herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
McGLINCHEY STAFFORD LANG,
A Professional Limited Liability Company
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 by Pride Petroleum Services, Inc. of our report dated
February 26, 1996, which includes an explanatory paragraph regarding a change in
the accounting for income taxes in 1993, on our audits of the financial
statements and financial statement schedule of Pride Petroleum Services, Inc. as
of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 21, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 by Pride Petroleum Services, Inc. of our report dated May
19, 1995, on our audits of the consolidated financial statements of X-Pert
Enterprises, Inc. as of February 28, 1995 and March 31, 1994, and for the eleven
months and year then ended.
JOHNSON, MILLER & CO.
Hobbs, New Mexico
June 21, 1996
EXHIBIT 23.3
LETTER OF CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 20, 1996, on the consolidated balance sheets of Quitral-Co S.A.I.C. and its
subsidiary as of June 30, 1995 and 1994, and the related consolidated statements
of income, changes in shareholders' equity and cash flows for the years ended
June 30, 1995, 1994 and 1993, included in Pride Petroleum Service, Inc.'s Form
8-K/A and incorporated by reference in this Registration Statement on Form S-8
by Pride Petroleum Services, Inc.
PISTRELLI, DIAZ Y ASOCIADOS
ENRIQUE C. GROTZ
Partner
Buenos Aires, Argentina
June 21, 1996
