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. EMPLOYEE STOCK PURCHASE 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 (1) price (1) registration fee
------------------------------------ ------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, no par value........................... 150,000 $15.50 $2,325,000 $802
</TABLE>
- ------------
(1) 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.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning
the Pride Petroleum Services, Inc. Employee Stock Purchase 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. Employee Stock Purchase Plan.
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 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;
(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;
II-2
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 Officer
Paul A. Bragg
(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. Employee Stock Purchase Plan.
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.
PRIDE PETROLEUM SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Effective July 1, 1996)
1. PURPOSE
The Pride Petroleum Services, Inc. Employee Stock Purchase
Plan (the "Plan") is designed to encourage and assist all employees of Pride
Petroleum Services, Inc., a Louisiana corporation ("Pride") and Subsidiaries (as
defined in Section 3) (hereinafter collectively referred to as the "Company"),
where permitted by applicable laws and regulations, to acquire an equity
interest in Pride through the purchase of shares of common stock, no par value,
of Pride ("Common Stock"). It is intended that this Plan shall constitute an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the
Compensation Committee (the "Committee") appointed by the Board of Directors of
Pride (the "Board"), which Committee shall consist of at least two (2) persons.
The Committee shall supervise the administration and enforcement of the Plan
according to its terms and provisions and shall have all powers necessary to
accomplish these purposes and discharge its duties hereunder including, but not
by way of limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees; (ii) construe or interpret the Plan; (iii) determine all questions of
eligibility; and (iv) compute the amount and determine the manner and time of
payment of all benefits according to the Plan.
The Committee may act by decision of a majority of its members
at a regular or special meeting of the Committee or by decision reduced to
writing and signed by all members of the Committee without holding a formal
meeting.
3. NATURE AND NUMBER OF SHARES
The Common Stock subject to issuance under the terms of the
Plan shall be shares of Pride's authorized but unissued shares, previously
issued shares reacquired and held by Pride or shares purchased on the open
market. The aggregate number of shares which may be issued under the Plan shall
not exceed five hundred thousand (500,000) shares of Common Stock. All shares
purchased under the Plan, regardless of source, shall be counted against the
five hundred thousand (500,000) share limitation.
In the event of any reorganization, stock split, reverse stock
split, stock dividend, combination of shares, merger, consolidation, offering of
rights or other similar change in the capital structure of Pride, the Committee
may make such adjustment, if any, as it deems
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appropriate in the number, kind and purchase price of the shares available for
purchase under the Plan and in the maximum number of shares which may be issued
under the Plan, subject to the approval of the Board and in accordance with
Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described
in the next following paragraph, shall become eligible to participate in the
Plan in accordance with Section 5 on the first "Enrollment Date" (as defined
therein) following employment by the Company. Participation in the Plan is
voluntary.
The following Employees are not eligible to participate in the
Plan:
(i) Employees who would, immediately upon enrollment in the
Plan, own directly or indirectly, or hold options or rights to acquire,
an aggregate of five percent (5%) or more of the total combined voting
power or value of all outstanding shares of all classes of the Company
or any subsidiary (in determining stock ownership of an individual, the
rules of Section 424(d) of the Code shall be applied, and the Committee
may rely on representations of fact made to it by the employee and
believed by it to be true);
(ii) Employees who are customarily employed by the Company
less than twenty (20) hours per week or less than five (5) months in
any calendar year; and
(iii) Employees who have not completed at least six (6) months
of service with the Company as of an Enrollment Date.
"Employee" shall mean any individual employed by Pride or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean any corporation (a)
which is in an unbroken chain of corporations beginning with Pride if, on or
after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain and (b) which has adopted the Plan with the approval
of the Board.
5. ENROLLMENT
Each eligible Employee of Pride or any Subsidiary as of July
1, 1996 (the "Effective Date" herein) may enroll in the Plan as of the Effective
Date. Each other eligible Employee of Pride or a participating Subsidiary who
thereafter becomes eligible to participate may enroll in the Plan on the first
January 1 following the date he first meets the eligibility requirements of
Section 4. Any eligible Employee not enrolling in the Plan when first eligible
may enroll in the Plan on the first day of January of any subsequent calendar
year. Any eligible Employee may enroll or re-enroll in the Plan on the dates
hereinabove prescribed or such other specific dates established by the Committee
from time to time ("Enrollment Dates"). In order to
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enroll, an eligible Employee must complete, sign and submit the appropriate form
to the person designated by the Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable
"Purchase Date" (as defined in Section 9) through payroll deductions on an
after-tax basis (with no right of prepayment) over the Plan's designated
purchase period (the "Purchase Period"), with the first such deduction
commencing with the first payroll period ending after the Enrollment Date. Each
Purchase Period under the Plan shall be a period of twelve (12) calendar months
beginning on January 1 and ending on the following December 31 or such other
period as the Committee may prescribe; provided, however, that the Purchase
Period beginning on the Effective Date shall commence on the Effective Date and
end on December 31, 1996. Each participating Employee (hereinafter referred to
as a "Participant") will authorize such deductions from his pay for each month
during the Purchase Period and such amounts will be deducted in conformity with
his employer's payroll deduction schedule.
Each Participant may elect to make contributions each pay
period in amounts not less than the greater of $10 or one percent (1%) of
"Compensation," not to exceed an annual contribution equal to ten percent (10%)
of "Compensation" (or such other dollar amounts and percentages as the Committee
may establish from time to time before an Enrollment Date for all purchases to
occur during the relevant Purchase Period). "Compensation" shall mean the
Participant's base earnings or salary, or bonuses including paid time off for
vacations, holidays, sick leave and elective qualified contributions by the
Participant to employee benefit plans maintained by the Company, but excluding
overtime pay, shift differentials, commissions, and deferred compensation during
such pay period. In establishing other dollar amounts and percentages of
permitted contributions, the Committee may take into account the "Maximum Share
Limitation" (as defined in Section 9). The rate of contribution shall be
designated by the Participant in the enrollment form.
A Participant may elect to increase or decrease the rate of
contribution effective as of the first day of the Purchase Period by giving
prior written notice to the person designated by the Committee on the
appropriate form. A Participant may not elect to increase or decrease the rate
of contribution during a Purchase Period. A Participant may suspend payroll
deductions at any time during the Purchase Period, by giving prior written
notice to the person designated by the Committee on the appropriate form. If a
Participant elects to suspend his payroll deductions, such Participant's account
will continue to accrue interest and will be used to purchase stock at the end
of the Purchase Period. A Participant may also elect to withdraw his entire
contributions for the current year at any time by giving prior written notice to
the person designated by the Committee on the appropriate form. Any Participant
who withdraws his contributions will receive, as soon as practicable, his entire
account balance, including interest and dividends, if any. Any Participant who
suspends payroll deductions or withdraws contributions during any Purchase
Period cannot resume payroll deductions during such Purchase Period and must
re-enroll in the Plan in order to participate in the next Purchase Period.
-3-
Except in case of cancellation of election to purchase, death,
resignation or other terminating event, the amount in a Participant's account at
the end of the Purchase Period will be applied to the purchase of the shares.
7. CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS
Contributions shall be credited to a Participant's account as
soon as administratively feasible after payroll withholding. Unless otherwise
prohibited by laws and regulations, Participant contributions will receive
interest at a rate realized for the investment vehicle or vehicles designated by
the Committee for purposes of the Plan. Interest will be credited to a
Participant's account from the first date on which such Participant's
contributions are deposited with the investment vehicle until the earlier of (i)
the end of the Purchase Period or (ii) in the event of cancellation, death,
resignation or other terminating event, the last day of the month prior to the
date on which such contributions are returned to the Participant. Dividends on
shares held in a Participant's account in the Plan will also be credited to such
Participant's account. Any such contributions, interest and dividends shall be
deposited in or held by a bank or financial institution designated by the
Committee for this purpose (the "Custodian").
8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date
will constitute the grant by the Company to the Participant of the right to
purchase shares of Common Stock under the Plan. Re-enrollment by a Participant
in the Plan will constitute a grant by the Company to the Participant of a new
opportunity to purchase shares on the Enrollment Date on which such
re-enrollment occurs. A Participant who has not (a) terminated employment, (b)
withdrawn his contributions from the Plan, or (c) notified the Company in
writing, by such date as the Committee shall establish (which date shall not be
later than December 31), of his election to withdraw his payroll deductions plus
interest as of December 31 will have shares of Common Stock purchased for him on
the applicable Purchase Date, and he will automatically be re-enrolled in the
Plan on the Enrollment Date immediately following the Purchase Date on which
such purchase has occurred, unless each Participant notifies the person
designated by the Committee on the appropriate form that he elects not to
re-enroll.
Each right to purchase shares of Common Stock under the Plan
during a Purchase Period shall have the following terms:
(i) the right to purchase shares of Common Stock during a
particular Purchase Period shall expire on the earlier of: (A) the
completion of the purchase of shares on the Purchase Date occurring in
the Purchase Period, or (B) the date on which participation of such
Participant in the Plan terminates for any reason;
(ii) payment for shares purchased will be made only through
payroll withholding and the crediting of interest and dividends, if
applicable, in accordance with Sections 6 and 7;
-4-
(iii) purchase of shares will be accomplished only in
accordance with Section 9;
(iv) the price per share will be determined as provided in
Section 9;
(v) the right to purchase shares (taken together with all
other such rights then outstanding under this Plan and under all other
similar stock purchase plans of Pride or any Subsidiary) will in no
event give the Participant the right to purchase a number of shares
during a Purchase Period in excess of the number of shares of Common
Stock derived by dividing $25,000 by the fair market value of the
Common Stock (the "Maximum Share Limitation") on the applicable Grant
Date determined in accordance with Section 9;
(vi) shares purchased under this Plan may not be sold within
one (1) year of the Purchase Date (eighteen (18) months with respect to
shares purchased as of December 31, 1996), unless such shares are sold
through the Custodian in accordance with Section 10; and
(vii) the right to purchase shares will in all respects be
subject to the terms and conditions of the Plan, as interpreted by the
Committee from time to time.
9. PURCHASE OF SHARES
The right to purchase shares of Common Stock granted by the
Company under the Plan is for the term of a Purchase Period. The fair market
value of the Common Stock ("Fair Market Value") to be purchased during such
Purchase Period will be determined by averaging the highest and lowest sales
prices per share of the Common Stock in the NASDAQ National Market System on the
first trading day of the calendar month of January or such other trading date
designated by the Committee (the "Grant Date"). The Fair Market Value of the
Common Stock will again be determined in the same manner on the last trading day
of the calendar month of December or such other trading date designated by the
Committee (the "Purchase Date"); however, in no event shall the Committee, in
the exercise of its discretion, designate a Purchase Date beyond twenty-seven
(27) months from the related Enrollment Date or otherwise fail to meet the
requirements of Section 423(b)(7) of the Code. These dates constitute the date
of grant and the date of exercise for valuation purposes of Section 423 of the
Code.
As of the Purchase Date, the Committee shall apply the funds
then credited to each Participant's account to the purchase of whole shares of
Common Stock. The cost to the Participant for the shares purchased during a
Purchase Period shall be the lower of:
(i) eighty-five percent (85%) of the Fair Market Value of
Common Stock on the Grant Date; or
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(ii) eighty-five percent (85%) of the Fair Market Value of
Common Stock on the Purchase Date.
Certificates evidencing shares purchased shall be delivered to
the Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within one (1) year (eighteen (18)
months with respect to shares purchased as of December 31, 1996) of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date. Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form. Any cash equal to less than the price of a whole share
of Common Stock shall be credited to a Participant's account on the Purchase
Date and carried forward in his account for application during the next Purchase
Period. Any Participant (i) who purchases stock at the end of a Purchase Period
and is not re-enrolled in the Plan for the next Purchase Period or (ii) who
withdraws his contributions from the Plan prior to the next Purchase Date will
receive a certificate for the number of shares held in his account for at least
one (1) year (eighteen (18) months with respect to shares purchased as of
December 31, 1996) as of the most recent Purchase Date and any cash, dividends
or interest remaining in his account. Such Participant may elect to receive a
certificate for the remaining number of shares held in his account one (1) year
(eighteen (18) months with respect to shares purchased as of December 31, 1996)
after such shares were purchased or, if earlier, upon such Participant's
termination of employment. Any Participant who terminates employment will
receive a certificate for the number of shares held in his account and a cash
refund attributable to amounts equal to less than the price of a whole share,
and any accumulated contributions, dividends and interest. If for any reason the
purchase of shares with a Participant's allocations to the Plan exceeds or would
exceed the Maximum Share Limitation, such excess amounts shall be refunded to
the Participant as soon as practicable after such excess has been determined to
exist.
If as of any Purchase Date the shares authorized for purchase
under the Plan are exceeded, enrollments shall be reduced proportionately to
eliminate the excess. Any funds that cannot be applied to the purchase of shares
due to excess enrollment shall be refunded as soon as administratively feasible,
including interest determined in accordance with Section 7. The Committee in its
discretion may also provide that excess enrollments may be carried over to the
next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.
10. WITHDRAWAL OF SHARES AND SALE OF SHARES
(a) WITHDRAWAL OF SHARES. A Participant may elect to withdraw
at any time (without withdrawing from participation in the Plan) shares
which have been held in his account for at least one (1) year (eighteen
(18) months with respect to shares purchased as of December 31, 1996)
by giving notice to the person designated by the Committee on the
appropriate form. Upon receipt of such notice from the
-6-
person designated by the Committee, the Custodian, bank or other
financial institution designated by the Committee for this purpose will
arrange for the issuance and delivery of such shares held in the
Participant's account as soon as administratively feasible.
(b) SALE OF SHARES. Notwithstanding anything in the Plan to
the contrary, a Participant may sell shares which are held in his
account, including shares which have been held in his account for less
than one (1) year (eighteen (18) months with respect to shares
purchased as of December 31, 1996), by giving notice to the person
designated by the Committee on the appropriate form. Upon receipt of
such notice from the person designated by the Committee, the Custodian,
bank or other financial institution designated by the Committee for
this purpose will arrange for the sale of such Participant's shares.
Any sale will be deemed to occur on the last business day of the month
in which the Participant provides such notice to the person designated
by the Committee, or at such other time as the Committee shall
establish.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately
when a Participant ceases to be employed by the Company for any reason
whatsoever (including death, unpaid disability or when the Participant's
employer ceases to be a Subsidiary) or the Participant otherwise becomes
ineligible. Participation also terminates immediately when the Participant
voluntarily withdraws his contributions from the Plan. Participation terminates
immediately after the Purchase Date if the Participant is not re-enrolled in the
Plan for the next Purchase Period or if the Participant has suspended payroll
deductions during any Purchase Period and has not re-enrolled in the Plan for
the next Purchase Period. As soon as administratively feasible after termination
of participation, the Committee shall pay to the Participant or his beneficiary
or legal representative all amounts credited to his account, including interest
and dividends, if applicable, determined in accordance with Section 7, and shall
cause a certificate for the number of shares held in his account to be delivered
to the Participant, subject to the restrictions in Section 9. For purposes of
the Plan, a Participant is not deemed to have terminated his employment if he
transfers employment from Pride to a Subsidiary, or vice versa, or transfers
employment between Subsidiaries.
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his
contributions from the Plan, shares will be purchased for his account on the
Purchase Date next following commencement of an unpaid leave of absence by such
Participant, provided such leave does not constitute a termination of
employment. The number of shares to be purchased will be determined by applying
to the purchase the amount of the Participant's contributions made up to the
commencement of such unpaid leave of absence plus interest on such contributions
and dividends, if applicable, both determined in accordance with Section 7. If
the Participant's unpaid leave of absence both commences and terminates during
the same Purchase Period and he has resumed
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eligible employment prior to the Purchase Date related to that Purchase Period,
he may also resume payroll deductions immediately, and shares will be purchased
for him on such Purchase Date as otherwise provided in Section 9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in
the event of death and may, in his sole discretion, change such designation at
any time. Any such designation shall be effective upon receipt by the person
designated by the Committee and shall control over any disposition by will or
otherwise.
As soon as administratively feasible after the death of a
Participant, amounts credited to his account, including interest and dividends,
if applicable, determined in accordance with Section 7, shall be paid in cash
and a certificate for any shares shall be delivered to the Participant's
designated beneficiaries or, in the absence of such designation, to the
executor, administrator or other legal representative of the Participant's
estate. Such payment shall relieve the Company of further liability to the
deceased Participant with respect to the Plan. If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.
14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant
under the Plan will not be assignable or otherwise transferable by the
Participant, other than by will or the laws of descent and distribution or
pursuant to a "qualified domestic relations order," as defined in Section 414(p)
of the Code. No purported assignment or transfer of such rights of a Participant
under the Plan, whether voluntary or involuntary, by operation of law or
otherwise, shall vest in the purported assignee or transferee any interest or
right therein whatsoever, but immediately upon such assignment or transfer, or
any attempt to make the same, such rights shall terminate and become of no
further effect. If this provision is violated, the Participant's election to
purchase Common Stock shall terminate, and the only obligation of the Company
remaining under the Plan will be to pay to the person entitled thereto the
amount then credited to the Participant's account. No Participant may create a
lien on any funds, securities, rights or other property held for the account of
the Participant under the Plan, except to the extent that there has been a
designation of beneficiaries in accordance with the Plan, and except to the
extent permitted by will or the laws of descent and distribution if
beneficiaries have not been designated. A Participant's right to purchase shares
under the Plan shall be exercisable only during the Participant's lifetime and
only by him.
15. COSTS
All costs and expenses incurred in administering this Plan
shall be paid by the Company. Any brokerage fees for the sale of shares
purchased under the Plan shall be paid by the Participant.
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16. REPORTS
At the end of each Purchase Period, the Company shall provide
or cause to be provided to each Participant a report of his contributions,
including interest earned, and the number of whole shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges
with respect to the Plan so that the Plan qualifies as an "employee stock
purchase plan" within the meaning of Section 423 or any successor provision of
the Code and related regulations. Any provision of the Plan which is
inconsistent with Section 423 or any successor provision of the Code shall
without further act or amendment by the Company be reformed to comply with the
requirements of Section 423. This Section 17 shall take precedence over all
other provisions in the Plan.
18. RIGHTS AS SHAREHOLDERS
A Participant will have no rights as a stockholder under the
election to purchase until he becomes a stockholder as herein provided. A
Participant will become a stockholder with respect to shares for which payment
has been completed as provided in Section 9 at the close of business on the last
business day of the Purchase Period.
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar
as permitted by law, except that any provisions of the Plan that constitute a
formula award for purposes of Rule 16b-3 under the Securities Exchange Act of
1934 ("Rule 16b-3") may not be amended more than once every six (6) months,
other than to comport with changes in the Code or the rules thereunder, unless
otherwise permitted under Rule 16b-3. No amendment shall be effective unless
within one (1) year after it is adopted by the Board it is approved by the
holders of Pride's outstanding shares:
(i) if and to the extent such amendment is required to be
approved by shareholders to continue the exemption provided for in Rule
16b-3 (or any successor provision); or
(ii) if and to the extent such amendment is required to be
approved by shareholders in order to cause the rights granted under the
Plan to purchase shares of Common Stock to meet the requirements of
Section 423 of the Code (or any successor provision).
The Plan shall terminate after all Common Stock issued under
the Plan has been purchased, unless terminated earlier by the Board or unless
additional Common Stock is issued under the Plan with the approval of the
shareholders. In the event the Plan is terminated,
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the Committee may elect to terminate all outstanding rights to purchase shares
under the Plan either immediately or upon completion of the purchase of shares
on the next Purchase Date, unless the Committee has designated that the right to
make all such purchases shall expire on some other designated date occurring
prior to the next Purchase Date. If the rights to purchase shares under the Plan
are terminated prior to expiration, all funds contributed to the Plan which have
not been used to purchase shares shall be returned to the Participants as soon
as administratively feasible, including interest and dividends, if applicable,
determined in accordance with Section 7.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
This Plan was approved by the Board on April 3, 1996. The Plan
will become effective as of July 1, 1996, after receiving approval by the
holders of a majority of the shares of outstanding Common Stock of Pride
present, or represented, and entitled to vote at the 1996 Annual Meeting of
Shareholders.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it
are subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 19, the
Board may make such changes in the Plan and include such terms in any offering
under the Plan as may be desirable to comply with the rules or regulations of
any governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine,
based on opinion of legal counsel, that the listing, registration or
qualification of the shares covered by the Plan upon any national securities
exchange or reporting system or under any state or federal law is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares under the Plan, no shares will be sold, issued or delivered unless and
until such listing, registration or qualification shall have been effected or
obtained, or otherwise provided for, free of any conditions not acceptable to
legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on Pride or on
any Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Pride or of any
Subsidiary.
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with the purchase of Common Stock under the Plan.
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25. GOVERNING LAW
The Plan and rights to purchase shares that may be granted
hereunder shall be governed by and construed and enforced in accordance with the
laws of the state of Texas.
26. USE OF GENDER
The gender of words used in the Plan shall be construed to
include whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
27. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the
Plan shall contain such other provisions as the Committee and the Board shall
deem advisable, provided that no such provision shall in any way be in conflict
with the terms of the Plan.
ADOPTED effective July 1, 1996.
PRIDE PETROLEUM SERVICES, INC.
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EHHIBIT 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 150,000 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 150,000 shares of Common Stock
(the "Shares") to be sold by the Company. The Shares are being issued and sold
pursuant to the terms of the Company's Employee Stock Purchase Plan (Effective
July 1, 1996) (the "Plan"). 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 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 Common Stock to be issued and sold pursuant to that certain
Registration Statement on Form S-8 (the "LTIP S-8 Registration Statement"), as
amended, filed by the Company with the Commission under the Securities Act of
1933, as amended, relating to the Common Stock issued in connection with the
Company's Long-Term Incentive Plan are included in the Common Stock 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 LTIP S-8 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
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herein, "Conversion Price" shall have the meaning ascribed to it in Section 13.5
of the Indenture;
(v) as of the date hereof, no shares of Common Stock have been issued
under the Plan and the Shares are the only shares of Common Stock being
registered for issuance under the Plan;
(vi) the Plan has been approved by the holders of a majority of the shares
of outstanding Common Stock of Pride, present, or represented, and entitled to
vote at the 1996 Annual Meeting of Shareholders of Pride; and
(vii) the Company has complied and will continue to comply with terms and
conditions of the Plan.
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 Compensation Committee has determined the price at which the
Shares are to be sold by the Company pursuant to the Plan, upon the issuance and
sale of the Shares by the Company pursuant to the Plan and upon receipt by the
Company of the consideration as provided in the Plan, 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) 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.
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(2) 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 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
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
