As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIDE INTERNATIONAL, INC.
(FORMERLY 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)
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PRIDE INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------------
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, 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)
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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 price (2) registration fee
<S> <C> <C> <C> <C>
Common Stock, no par value.......... 3,000,000(1) $32.94 $98,812,500 $29,944
</TABLE>
(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 September 3,
1997.
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; Reg. No. 33-44823,
previously filed by the registrant on December 30, 1991; and Reg. No. 333-06823,
previously filed by the registrant on June 26, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Pride
International, 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 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, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
(4) 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 August 19, 1997, as such Registration Statement may be
further amended from time to time for the purpose of updating, changing or
modifying such description;
(5) The Company's Current Report on Form 8-K filed on March 7, 1997;
(6) The Company's Current Report on Form 8-K filed on March 25,
1997, as amended by a Form 8-K/A filed on April 8, 1997;
(7) The Company's Current Report on Form 8-K filed on May 7, 1997;
and
(8) The Company's Current Report on Form 8-K filed on May 22, 1997,
as amended by a Form 8-K/A filed on July 21, 1997.
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.
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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 Amended and 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).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
NUMBER DOCUMENT DESCRIPTION
*4.1 -- Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File No. 0-16961).
*4.2 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File No. 0-16961).
*4.3 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, File No.
0-16961).
4.4 -- Amendment to Amended and Restated Articles of Incorporation.
4.5 -- Bylaws of the Company, as amended.
*4.6 -- Pride International, Inc. Long-Term Incentive Plan (incorporated
by reference to Exhibit 4A to the Company's Registration
Statement on Form S-8 (Registration No. 33-26854)).
4.7 -- First Amendment to Pride International, Inc. Long-Term Incentive
Plan.
4.8 -- Second Amendment to Pride International, Inc. Long-Term Incentive
Plan.
*4.9 -- Forms of Long-Term Incentive Plan Agreements (incorporated by
reference to Exhibit 4B to the Company's Registration Statement
on Form S-8 (Registration No. 33-26854)).
5 -- Opinion of McGlinchey Stafford.
15 -- Awareness Letter of Coopers & Lybrand L.L.P.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young Audit.
23.3 -- Consent of Price Waterhouse LLP (Houston, Texas).
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- Consent of Price Waterhouse (Paris, France).
23.6 -- Consent of McGlinchey Stafford (contained in Exhibit 5).
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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;
(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.
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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 September 5, 1997.
PRIDE INTERNATIONAL, INC.
By: /S/ RAY H. TOLSON
Ray H. Tolson,
Chairman of the Board 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 SEPTEMBER 5, 1997.
SIGNATURE TITLE
/S/ RAY H. TOLSON Chairman of the Board and Chief Executive
Ray H. Tolson Officer (Principal Executive Officer)
/S/ PAUL A. BRAGG President and Chief Operating Officer
Paul A. Bragg (Principal Executive Officer)
/S/ EARL W. MCNIEL Vice President and Chief Financial
Earl W. McNiel Officer (Principal Financial and
Accounting Officer)
Director
Christian J. Boon Falleur
/S/ JAMES B. CLEMENT Director
James B. Clement
/S/ REMI DORVAL Director
Remi Dorval
/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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
*4.1 -- Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File No. 0-16961).
*4.2 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File No. 0-16961).
*4.3 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, File No.
0-16961).
4.4 -- Amendment to Amended and Restated Articles of Incorporation.
4.5 -- Bylaws of the Company, as amended.
*4.6 -- Pride International, Inc. Long-Term Incentive Plan (incorporated
by reference to Exhibit 4A to the Company's Registration Statement
on Form S-8 (Registration No. 33-26854)).
4.7 -- First Amendment to Pride International, Inc. Long-Term Incentive
Plan.
4.8 -- Second Amendment to Pride International, Inc. Long-Term Incentive
Plan.
*4.9 -- Forms of Long-Term Incentive Plan Agreements (incorporated by
reference to Exhibit 4B to the Company's Registration Statement on
Form S-8 (Registration No. 33-26854)).
5 -- Opinion of McGlinchey Stafford.
15 -- Awareness Letter of Coopers & Lybrand L.L.P.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young Audit.
23.3 -- Consent of Price Waterhouse LLP (Houston, Texas).
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- Consent of Price Waterhouse (Paris, France).
23.6 -- Consent of McGlinchey Stafford (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
* Incorporated herein by reference.
EXHIBIT 4.4
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PRIDE PETROLEUM SERVICES, INC.
The undersigned President and Secretary of Pride Petroleum Services,
Inc. (the "Corporation") do hereby certify that a resolution amending the
Amended and Restated Articles of Incorporation of the Corporation was duly
adopted pursuant to Louisiana R.S. ss.ss. 12:31-12:33 and Article VIII(B) of
such Amended and Restated Articles of Incorporation by the affirmative vote of
the holders of a majority of the voting power of the Corporation present at a
meeting of the shareholders of the Corporation duly called for such purpose and
held on May 22, 1997, at which a quorum of the voting power of the Corporation
was present in person or by proxy.
36,039,142 shares of common stock (the only outstanding class of
stock) were represented at the meeting, of which 35,984,805 voted for the
amendment and 15,640 voted against the amendment.
Article I of the Amended and Restated Articles of Incorporation was
amended by said resolution to read in its entirety as follows:
"The name of the Corporation is Pride International, Inc."
These Articles of Amendment are dated May 22, 1997.
/S/ PAUL A. BRAGG
Paul A. Bragg
President
/S/ ROBERT W. RANDALL
Robert W. Randall
Secretary
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EXHIBIT 4.5
AMENDED AS OF AUGUST 20, 1997
BY-LAWS
OF
PRIDE INTERNATIONAL, INC.
SECTION 1.
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at 1500 City West Blvd., Suite 400, Houston, Texas 77042.
1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
SECTION 2.
SHAREHOLDERS' MEETINGS
2.1 PLACE OF MEETINGS. Unless otherwise required by law or these By-laws,
all meetings of the shareholders shall be held at the principal office of the
Corporation or at such other place, within or without the State of Louisiana, as
may be designated by the Board of Directors.
2.2 ANNUAL MEETINGS; NOTICE THEREOF. An annual meeting of the shareholders
shall be held on the date in April and at the time specified by the Board of
Directors in each year. Notice of the annual meeting must state the purpose
thereof and the business to be conducted thereat shall be limited to such
purpose or purposes.
2.3 ELECTION OF DIRECTORS. Directors shall be elected at the annual
meeting in 1993 and at the annual meetings in every fifth calendar year
thereafter. Any shareholder may nominate a person to serve as director only by
complying with the proceedings set forth in the Restated Articles of the
Corporation.
2.4 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board, the President
or the Board of Directors. At any time upon the written request of any
shareholder or group of shareholders holding in the aggregate at least eighty
percent (80%) of the Total Voting Power, as that term is defined in Article V of
the Restated Articles of Incorporation (the "Total Voting Power"), the Secretary
shall call a special meeting of shareholders to be held at the registered office
of the Corporation at such time as the Secretary may fix, not less than fifteen
nor more than sixty days after the receipt of said request, and if the Secretary
shall neglect or refuse to fix such time or to give notice of the meeting, the
shareholder or
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shareholders making the request may do so. Such request must state the specific
purpose or purposes of the proposed special meeting, and the business to be
conducted thereat shall be limited to such purpose or purposes.
2.5 NOTICE OF MEETINGS. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting at least ten days and not more
than sixty days prior to the day fixed for the meeting.
2.6 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting, shall be produced on the request of any
shareholder.
2.7 QUORUM. At all meetings of shareholders, the holders of a majority of
the Total Voting Power shall constitute a quorum, except that at any meeting the
notice of which sets forth any matter that, by law or specified percentage in
excess of a majority of the Total Voting Power of the Corporation, the holders
of that specified percentage shall constitute a quorum.
2.8 VOTING. When a quorum is present at any meeting, the vote of the
holders of a majority of the Voting Power (as defined in Article V of the
Restated Articles of Incorporation) present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of law or the Restated Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Directors
shall be elected by plurality vote.
2.9 PROXIES. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder and bearing a date not
more than eleven months prior to the meeting, unless the instrument provides for
a longer period, but in no case will an outstanding proxy be valid for longer
than three years from the date of its execution and in no case may a proxy be
voted at a meeting called pursuant to La. R.S. 12:138 unless it is executed and
dated by the shareholder within 30 days of the date of such meeting. The person
appointed as proxy need not be a shareholder of the Corporation.
2.10 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.
2.11 WITHDRAWAL. If a quorum is present or represented at a duly organized
meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough
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shareholders to leave less than a quorum as fixed in Section 2.7 of these
By-laws, or the refusal of any shareholders present to vote.
2.12 LACK OF QUORUM. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 2.10 hereof.
In the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.7 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.
2.13 PRESIDING OFFICER. The Chairman of the Board, or in his absence, the
President, shall preside at all shareholders' meetings.
SECTION 3.
DIRECTORS
3.1 NUMBER. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by a Board of Directors
of eight (8) natural persons, provided that, if after proxy materials for any
meeting of shareholders at which directors are to be elected are mailed to
shareholders any person or persons named therein to be nominated at the
direction of the Board of Directors becomes unable or unwilling to serve, the
foregoing number of authorized directors shall be automatically reduced by a
number equal to the number of such persons unless the Board of Directors, by a
majority vote of the entire Board, selects an additional nominee or nominees.
The Board of Directors may, by a two-thirds vote, amend this Section 3.1 to
increase or decrease the number of directors, provided that no amendment to this
Section to decrease the number of directors shall shorten the term of any
incumbent director. The members of the Board of Directors shall be elected for
terms of five years and shall hold office until their successors are elected and
qualified. No director need be a shareholder.
3.2 POWERS. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things which are not by law, the Restated Articles
of Incorporation or these By-laws directed or required to be done by the
shareholders.
3.3 VACANCIES. Except as otherwise provided in the Restated Articles of
Incorporation or these By-laws (a) the office of a director shall become vacant
if he dies, resigns or is removed from office and (b) the Board of Directors may
declare vacant the office of a director if he (i) is interdicted or adjudicated
an incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board of Directors becomes incapacitated by illness or other infirmity so that
he is unable to perform his duties for a period of six months or longer, or (iv)
ceases at any time to have the qualifications required by law, the Restated
Articles of Incorporation or these By-laws.
3.4 FILLING VACANCIES. In the event of a vacancy (including any vacancy
resulting from an increase in the authorized number of directors, or from
failure of the shareholders to elect the full
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number of authorized directors) the remaining directors, even though not
constituting a quorum, may, by a vote of at least two-thirds of such remaining
directors, fill any vacancy on the Board for an unexpired term, provided that
the shareholders shall have the right, at any special meeting called for the
purpose prior to such action by the Board, to fill the vacancy.
SECTION 4.
COMPENSATION OF DIRECTORS
Directors as such, shall receive such compensation for their services as
may be fixed by resolution of the Board of Directors and shall receive their
actual expenses of attendance, if any, for each regular or special meeting of
the Board; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 5.
MEETINGS OF THE BOARD
5.1 PLACE OF MEETINGS. The meetings of the Board of Directors may be held
at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.
5.2 INITIAL MEETINGS. The first meeting of each newly elected Board shall
be held immediately following the shareholders' meeting at which the Board is
elected and at the same place as such meeting, and no notice of such first
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting.
5.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held on
such dates as the Board may fix from time to time. Notice of regular meetings of
the Board of Directors shall be required, but no special form of notice or time
of notice shall be necessary.
5.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be called
by the President on two days notice given to each director, either personally or
by telephone, mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of one-third of the directors and if the President and Secretary fail or refuse,
or are unable to call a meeting within 24 hours to call a meeting when
requested, then the directors making the request may call the meeting on two
days' written notice given to each director. The notice of a special meeting of
directors need not state its purpose or purposes, but if the notice states a
purpose or purposes, and does not state as a further purpose to consider such
other business as may properly come before the meeting, the business to be
conducted at the special meeting shall be limited to the purpose or purposes
stated in the notice.
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5.5 WAIVER OF NOTICE. Directors present at any regular or special meeting
shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 5.9 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction
because the meeting is not lawfully called.
5.6 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law
or the Restated Articles of Incorporation or these By-laws, the acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board. If a quorum is not present at any meeting of the
Board of Directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
5.7 WITHDRAWAL. If a quorum is present when the meeting is convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 5.6 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed in Section 5.6 hereof or the refusal of any director present to vote.
5.8 ACTION BY CONSENT. Any action which may be taken at a meeting of the
Board or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or committee.
5.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. Members of the Board
may participate at and be present at any meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment if
all persons participating in such meeting can hear and communicate with each
other.
SECTION 6.
COMMITTEES OF THE BOARD
6.1 DESIGNATION. The Board may designate one or more committees, each
committee to consist of two or more of the directors of the Corporation (and one
or more directors may be named as alternate members to replace any absent or
disqualified regular members), which, to the extent provided by resolution of
the Board or the By-laws, shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to documents. Such
committee or committees shall have such name or names as may be stated in the
By-laws, or as may be determined, from time to time, by the Board. Any vacancy
occurring in any such committee shall be filled by the Board, but the President
may designate another director to serve on the committee pending action by the
Board. Each such member of a committee shall hold office during the term of the
Board constituting it, unless otherwise ordered by the Board.
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SECTION 7.
REMOVAL OF BOARD MEMBER
Any director or the entire Board of Directors may be removed at any time,
but only for cause, by the affirmative vote of not less than eighty percent
(80%) of the Total Voting Power, provided that the removal may only be effected
at a meeting of shareholders called for that purpose. The shareholders at such
meeting may proceed to elect a successor or successors for the unexpired term of
the director or directors removed. Except as provided in the Articles of
Incorporation and in this Section 7, directors shall not be subject to removal.
SECTION 8.
NOTICES
8.1 FORM OF DELIVERY. Whenever under the provisions of law, the Restated
Articles of Incorporation or these By-laws notice is required to be given to any
shareholder or director, it shall not be construed to mean personal notice
unless otherwise specifically provided in the Restated Articles of Incorporation
or these By-laws, but said notice may be given by mail, addressed to such
shareholder or director at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notices shall be deemed to have
been given at the time they are deposited in the United States mail. Notice to a
director pursuant to Section 5.4 hereof may also be given personally or by
telephone or telegram sent to his address as it appears on the records of the
Corporation.
8.2 WAIVER. Whenever any notice is required to be given by law, the
Restated Articles of Incorporation or these By-laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 9.
OFFICERS
9.1 DESIGNATIONS. The officers of the Corporation shall be chosen by the
directors and shall be a Chief Executive Officer, a President, a Secretary and a
Treasurer. The directors may elect one or more Vice Presidents. Any two offices
may be held by one person, provided that no person holding more than one office
may sign, in more than one capacity, any certificate or other instrument
required by law to be signed by two officers.
9.2 ADDITIONAL DESIGNATIONS. The Board of Directors may appoint such other
officers as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
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9.3 TERM OF OFFICE. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors.
9.4 THE PRESIDENT. The President shall have general and active management
of the business of the Corporation. If a Chairman of the Board of Directors has
not been elected or is incapacitated, the President, if a director, shall
preside at all meetings of the Board.
9.5 THE VICE-PRESIDENTS. The Vice-Presidents (if any) in the order
specified by the Board or, if not so specified, in the order of their seniority
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
President or the Board of Directors shall prescribe.
9.6 THE SECRETARY. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the shareholders and special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation, if any, and affix the same to any
instrument requiring it.
9.7 THE TREASURER. The Treasurer shall have the custody of the corporate
funds and shall keep or cause to be kept full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall keep a proper accounting of all receipts and disbursements and shall
disburse the funds of the Corporation only for proper corporate purposes or as
may be ordered by the Board and shall render to the President and the Board at
the regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation.
SECTION 10.
STOCK
10.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the Chief Executive Officer or a
President or a Vice President and the Secretary or an Assistant Secretary
evidencing the holder's name, the number and class (and series, if any) of
shares owned by him, containing such information as required by law and bearing
the seal of the Corporation. If any stock certificate is manually signed by a
transfer agent or registrar other than the Corporation itself or an employee of
the Corporation, the signature of any such officer may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
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10.2 MISSING CERTIFICATES. The President or any Vice President may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the officers of the
Corporation shall, unless dispensed with by the President, as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative to advertise
or give the Corporation a bond in such sum as is appropriate as indemnity any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
10.3 TRANSFERS. Upon surrender to the Corporation or the transfer agent of
the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
SECTION 11.
DETERMINATION OF SHAREHOLDERS
11.1 RECORD DATE. For the purpose of determining shareholders entitled to
notice of and to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a reclassification
of stock, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for
determination of shareholders for such purpose, such date to be not more than
sixty days and, if fixed for the purpose of determining shareholders entitled to
notice of and to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholders is to be taken.
11.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation, and its directors, officers and agents, may recognize and treat a
person registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
rights under this Section shall not be affected by any actual or constructive
notice which the Corporation, or any of its directors, officers or agents, may
have to the contrary.
SECTION 12.
MISCELLANEOUS
12.1 DIVIDENDS. Except as otherwise provided by law or the Restated
Articles of Incorporation, dividends upon the stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property, or in shares of stock.
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12.2 CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. Signatures of the
authorized signatories may be by facsimile.
12.3 FISCAL YEAR. The fiscal Corporation will be a calendar year.
12.4 SEAL. The Board of Directors may adopt a corporate seal, which seal
shall have inscribed thereon the name of the Corporation. Said seal may be used
by causing lt or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Failure to affix the seal shall not, however, affect the validity of
any instrument.
12.5 GENDER. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to require.
SECTION 13.
INDEMNIFICATION
13.1 DEFINITIONS. As used in this Section:
(a) The term "Expenses" shall mean any expenses or costs (including,
without limitation, attorneys' fees, judgments, punitive or
exemplary damages, fines and amounts paid in settlement). If any of
the foregoing amounts paid on behalf of Indemnitee are not
deductible by Indemnitee for federal or state income tax purposes,
the Corporation will reimburse Indemnitee for his tax liability with
respect thereto by paying to Indemnitee an amount which, after
taking into account taxes on such amount, equals Indemnitee's
incremental tax liability.
(b) The term "Claim" shall mean any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether made judicially or
extra-judicially, or any separate issue or matter therein, as the
context requires.
(c) The term "Determining Body" shall mean (i) those members of the
Board of Directors who are not named as parties to the Claim for
which indemnification is being sought ("Impartial Directors"), if
there are at least three Impartial Directors, or (ii) a committee of
at least three directors appointed by the Board of Directors
(regardless whether the members of the Board of Directors voting on
such appointment are Impartial Directors) and composed of Impartial
Directors or (iii) if there are fewer than three Impartial Directors
or if the Board of Directors or a committee appointed thereby so
directs (regardless of whether the members thereof are Impartial
Directors), independent legal counsel, which may be the regular
outside counsel of the Corporation.
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(d) The term "Indemnitee" shall mean each director and officer and
each former director and officer of the Corporation, of any
subsidiary of the Corporation or of Pride Oil Well Service Company,
a Texas corporation (the "Predecessor Corporation") and any
subsidiary of the Predecessor Corporation.
(e) The "Standard of Conduct" shall mean conduct by an Indemnitee
with respect to which a Claim is asserted which conduct he
reasonably believed to be in, or not opposed to, the best interest
of the Corporation, and, in the case of a Claim which is a criminal
action or proceeding, conduct that the Indemnitee had no reasonable
cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not meet the Standard of Conduct.
13.2 INDEMNITY.
(a) To the extent any Expenses incurred by Indemnitee are in excess
of the amounts reimbursed or indemnified pursuant to policies of
liability insurance maintained by the Corporation or its
subsidiaries, the Corporation shall indemnify and hold harmless
Indemnitee against any such Expenses actually and reasonably
incurred in connection with any Claim against Indemnitee (whether as
a subject of or party to, or a proposed or threatened subject of or
party to, the Claim) or in which Indemnitee is involved solely as a
witness or person required to give evidence, by reason of his
position
(i) as a director or officer of the Corporation,
(ii) as a (A) director or officer of the Predecessor
Corporation or (B) director or officer of any subsidiary of
the Corporation or the Predecessor Corporation which was a
subsidiary of the Corporation or the Predecessor Corporation
when the conduct or alleged conduct of Indemnitee giving rise
to the Claim occurred or when Indemnitee held the position by
reason of which Indemnitee is required to appear as a witness
or give evidence, or (C) fiduciary with respect to any
employee benefit plan of the Corporation or
(iii) as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other for
profit or not for profit entity or enterprise, if such
position is was held at the request of the Corporation,
whether relating to service in such position before or after the
effective date of this Section 13, if (A) the Indemnitee is
successful in his defense of the Claim on the merits or otherwise or
(B) the Indemnitee has been found by the Determining Body (acting in
good faith) to have met the Standard of Conduct; provided that (1)
the amount of Expenses for which the Corporation shall indemnify
Indemnitee may be
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reduced by the Determining Body to such amount as it deems proper if
it determines in good faith that the Claim involved the receipt of a
personal benefit by Indemnitee and (2) no indemnification shall be
made in respect of any Claim as to which Indemnitee shall have been
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for willful or intentional
misconduct in the performance of his duty to the Corporation or to
have obtained an improper personal benefit, unless, and only to the
extent that, a court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses as the court shall deem proper; and
provided further that, if the Claim involves Indemnitee by reason of
his position with an entity or enterprise described in clause (ii)
or (iii) of this Section 13.2(a) and if Indemnitee may be entitled
to indemnification with respect to such Claim from such entity or
enterprise, Indemnitee shall be entitled to indemnification
hereunder only (X) if he has applied to such entity or enterprise
for indemnification with respect to the Claim and (Y) to the extent
that indemnification to which he would be entitled hereunder but for
this proviso exceeds the indemnification paid by such other entity
or enterprise.
(b) Promptly upon becoming aware of the existence of any Claim,
Indemnitee shall notify the President of the existence of the Claim,
who shall promptly advise the members of the Board of Directors
thereof and that establishing the Determining Body will be a matter
presented at the next regularly scheduled meeting or at a special
meeting of the Board of Directors. After the Determining Body has
been established, the President shall inform Indemnitee thereof and
Indemnitee shall immediately notify the Determining Body of all
facts relevant to the Claim known to such Indemnitee. Within 60 days
of the receipt of such notice and information, together with such
additional information as the Determining Body may request of
Indemnitee, the Determining Body shall report to Indemnitee its
determination whether Indemnitee has met the Standard of Conduct.
The Determining Body may extend the period of time for determining
whether the Standard of Conduct has been met, but in no event shall
such period of time be extended beyond an additional sixty days.
(c) If, after determining that the Standard of Conduct has been met,
the Determining Body obtains facts of which it was not aware at the
time it made such determination, the Determining Body on its own
motion, after notifying the Indemnitee and providing him an
opportunity to be heard, may, on the basis of such facts, revoke
such determination, provided that, in the absence of actual fraud by
Indemnitee, no such revocation may be made later than thirty days
after final disposition of the Claim.
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(d) Indemnitee shall promptly inform the Determining Body upon his
becoming aware of any relevant facts not theretofore provided by him
to the Determining Body, unless the Determining Body has obtained
such facts by other means.
(e) In the case of any Claim not involving a proposed, threatened or
pending criminal proceeding,
(i) if Indemnitee has, in the good faith judgment of the
Determining Body, met the Standard of Conduct, the Corporation
may, in its sole discretion, assume all responsibility for the
defense of the Claim, and, in any event, the Corporation and
Indemnitee each shall keep the other informed as to the
progress of the defense of the Claim, including prompt
disclosure of any proposals for settlement; provided that if
the Corporation is a party to the Claim and Indemnitee
reasonably determines that there is a conflict between the
positions of the Corporation and Indemnitee with respect to
the Claim, then Indemnitee shall be entitled to conduct his
defense with counsel of his choice; and provided further that
Indemnitee shall in any event be entitled at his expense to
employ counsel chosen by him to participate in the defense of
the Claim; and
(ii) the Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation
proposes a settlement of the Claim and such settlement is
acceptable to the person asserting the Claim, or the
Corporation believes a settlement proposed by the person
asserting the Claim should be accepted, it shall inform
Indemnitee of the terms of such proposed settlement and shall
fix a reasonable date by which Indemnitee shall respond. If
Indemnitee agrees to such terms, he shall execute such
documents as shall be necessary to make final the settlement.
If Indemnitee does not agree with such terms, Indemnitee may
proceed with the defense of the Claim in any manner he
chooses, provided that if Indemnitee is not successful on the
merits or otherwise, the Corporation's obligation to indemnify
such Indemnitee as to any Expenses incurred following his
disagreement shall be limited to the lesser of (A) the total
Expenses incurred by Indemnitee following his decision not to
agree to such proposed settlement or (B) the amount that the
Corporation would have paid pursuant to the terms of the
proposed settlement. If, however, the proposed settlement
would impose upon Indemnitee any requirement to act or refrain
from acting that would materially interfere with the conduct
of Indemnitee's affairs, Indemnitee shall be permitted to
refuse such settlement and proceed with the defense of the
Claim, if he so desires, at the Corporation's expense in
accordance with the terms and conditions of this Section of
the By-laws without regard to the limitations imposed by the
immediately preceding sentence. In any event, the
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Corporation shall not be obligated to indemnify Indemnitee for
an amount paid in a settlement that the Corporation has not
approved.
(f) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to conduct
the defense of the Claim and to make all decisions with respect
thereto, with counsel of his choice; provided that the Corporation
shall not be obligated to indemnify Indemnitee for an amount paid in
settlement that the Corporation has not approved.
(g) After notification to the Corporation of the existence of a
Claim, Indemnitee may from time to time request of the President or,
if the President is a party to the Claim as to which indemnification
is being sought, any officer who is not a party to the Claim and who
is designated by the President (the "Disbursing Officer"), which
designation shall be made promptly after receipt of the initial
request, that the Corporation advance to Indemnitee the Expenses
(other than fines, penalties, judgments or amounts paid in
settlement) that he incurs in pursuing a defense of the Claim prior
to the time that the Determining Body determines whether the
Standard of Conduct has been met. The Disbursing Officer shall pay
to Indemnitee the amount requested (regardless of Indemnitee's
apparent ability to repay the funds) upon receipt of an undertaking
by or on behalf of Indemnitee to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the Corporation under the circumstances, provided that if the
Disbursing Officer does not believe such amount to be reasonable, he
shall advance the amount deemed by him to be reasonable and
Indemnitee may apply directly to the Determining Body for the
remainder of the amount requested.
(h) After a determination that the Standard of Conduct has been met,
for so long as and to the extent that the Corporation is required to
indemnify Indemnitee under this Section of the By-laws, the
provisions of subsection (g) shall continue to apply with respect to
Expenses incurred after such time except that (i) no undertaking
shall be required of Indemnitee and (ii) the Disbursing Officer
shall pay to Indemnitee the amount of any fines, penalties or
judgments against him which have become final for which the
Corporation is obligated to indemnify him or any amount of
indemnification ordered to be paid to him by a court.
(i) Any determination by the Corporation with respect to settlement
of a Claim shall be made by the Determining Body.
(j) The Corporation and Indemnitee shall keep confidential to the
extent permitted by law and their fiduciary obligations all facts
and determinations provided pursuant to or arising out of the
operation of this Section of the By-laws and the Corporation and
Indemnitee shall instruct its or his agents and employees to do
likewise.
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13.3 ENFORCEMENT.
(a) The rights provided by this Section of the By-laws shall be
enforceable by Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights under
this Section of the By-laws, Indemnitee shall be entitled to recover
from the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by
him in connection with such proceeding, but only if he prevails
therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then Indemnitee shall
be entitled to be reimbursed for all Expenses incurred by him in
connection with such proceeding if the indemnification amount to
which he is determined to be entitled exceeds 50% of the amount of
his claim. Otherwise, the Expenses incurred by Indemnitee in
connection with such judicial adjudication shall be appropriately
prorated.
(c) In any judicial proceeding described in this Section 13.3, the
Corporation shall bear the burden of proving that Indemnitee is not
entitled to Expenses sought with respect to any Claim.
13.4 SAVING CLAUSE. If any provision of this Section of the By-laws is
determined by a court having jurisdiction over the matter to require the
Corporation to do or refrain from doing any act that is in violation of
applicable law, the court shall be empowered to modify or reform such provision
so that, as modified or reformed, such provision provides the maximum
indemnification permitted by law and such provision, as so modified or reformed,
and the balance of this Section shall be applied in accordance with their terms.
Without limiting the generality of the foregoing, if any portion of this Section
of the By-laws shall be invalidated on any ground, the Corporation shall
nevertheless indemnify an Indemnitee to the full extent permitted by any
applicable portion of this Section of the By-laws that shall not have been
invalidated and to the full extent permitted by law with respect to that portion
that has been invalidated.
13.5 NON-EXCLUSIVITY.
(a) The indemnification and payment of Expenses provided by or
granted pursuant to this Section of the By-laws shall not be deemed
exclusive of any other rights to which Indemnitee is or may become
entitled under any statute, article of incorporation, bylaw,
authorization of shareholders or directors, agreement or otherwise.
(b) It is the intent of the Corporation by this Section of the
By-laws to indemnify and hold harmless Indemnitee to the fullest
extent permitted by law, so that if applicable law would permit the
Corporation to provide broader indemnification rights than are
currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee
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to the fullest extent permitted by applicable law notwithstanding
that the other terms of this Section of the By-laws would provide
for lesser indemnification.
13.6 SUCCESSORS AND ASSIGNS. This Section of the By-laws shall be binding
upon the Corporation, its successors and assigns and shall inure to the benefit
of Indemnitee's heirs and personal representatives.
13.7 INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnity any
person not a director or officer of the Corporation to the extent authorized by
the Board of Directors or a committee of the Board expressly authorized by the
Board of Directors.
SECTION 14.
AMENDMENTS
14.1 ADOPTION OF BY-LAWS; AMENDMENTS THEREOF. By-laws of the Corporation
may be adopted only by (i) a majority of the entire Board of Directors at any
time when there is no Acquiring Entity (as defined in the Restated Articles of
Incorporation) or (ii) both a majority of the entire Board of Directors and a
majority of the Continuing Directors (as defined in the Restated Articles of
Incorporation) at any time when there is an Acquiring Entity. By-laws may be
amended or repealed only by (i) a majority of the entire Board of Directors at
any time when there is no Acquiring Entity, (ii) both a majority of the entire
Board and a majority of the Continuing Directors at any time when there is an
Acquiring Entity, or (iii) the affirmative vote of the holders of at least
eighty percent (80%) of the Total Voting Power at any regular or special meeting
of shareholders, the notice of which expressly states that the proposed
amendment or repeal is to be considered at the meeting.
14.2 READOPTION BY BOARD OF DIRECTORS. Any provision of these By-laws
amended or repealed by the shareholders may be re-amended or re-adopted in the
manner provided in Section 14.1.
14.3 NEW BY-LAWS; AMENDMENTS. Any purported amendment to these By-laws
which would add hereto a matter not covered herein prior to such purported
amendment shall be deemed to constitute the adoption of a Bylaw provision and
not an amendment to the By-laws.
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EXHIBIT 4.7
PRIDE PETROLEUM SERVICES, INC.
LONG-TERM INCENTIVE PLAN
FIRST AMENDMENT
Pride Petroleum Services, Inc. (the "Company") has previously
established the Pride Petroleum Services, Inc. Long-Term Incentive Plan (the
"Plan"), which was approved by the Company's Board of Directors and its sole
shareholder in 1988. Subject to shareholder approval, the Board of Directors of
the Company hereby amends the Plan effective as of March 29, 1995, as follows:
1. Section 5.1 of the Plan is amended by replacing "nine percent" in
the first sentence thereof with "thirteen percent".
2. A new Section 6.10 is added to the Plan to read as follows:
6.10 LIMITATION ON OPTION GRANTS. No Participant may be
granted Options to purchase more than 1,000,000 shares of Common
Stock during the life of the Plan.
PRIDE PETROLEUM SERVICES, INC.
EXHIBIT 4.8
PRIDE PETROLEUM SERVICES, INC.
LONG-TERM INCENTIVE PLAN
SECOND AMENDMENT
Pride Petroleum Services, Inc. (the "Company") having previously
established the Pride Petroleum Services, Inc. Long-Term Incentive Plan, as
amended by the First Amendment thereto effective March 29, 1995 (the "Plan"),
and having reserved the right under Article XIV thereof to amend the Plan, does
hereby amend the Plan to document the change in the Company's name from Pride
Petroleum Services, Inc. to Pride International, Inc. and to provide for certain
other changes as follows:
1. The name of the Plan is hereby changed to the "Pride
International, Inc. Long- Term Incentive Plan."
2. Section 2.2 of the Plan is hereby amended in its entirety to read
as follows:
"2.2 "Committee" means the Compensation Committee of the Board or
such other committee appointed by the Board to administer this Plan
pursuant to Article IV."
3. Section 2.3 of the Plan is hereby amended to read as follows:
"2.3 "Company" means Pride International, Inc. and its successors."
4. Section 6.6 of the Plan is hereby renamed and amended in its
entirety to read as follows:
"6.6 TRANSFERABILITY OF OPTIONS. Subject to approval by the
Committee in its sole discretion, all or a portion of the Options granted
to a Participant under the Plan may be transferable by the Participant, to
the extent and only to the extent specified in such approval, to (i) the
children or grandchildren of the Participant ("Immediate Family Members"),
(ii) a trust or trusts for the exclusive benefit of such Immediate Family
Members ("Immediate Family Member Trusts"), or (iii) a partnership or
partnerships in which such Immediate Family Members have at least 99% of
the equity, profit and loss interests ("Immediate Family Member
Partnerships"); provided that the Option Agreement pursuant to which such
Options are granted (or an amendment thereto) must expressly provide for
transferability in a manner consistent with this Section. Subsequent
transfers of transferred Options shall be prohibited except by will or the
laws of descent and distribution, unless such transfers are made to the
original Participant or a person to whom the original Participant could
have made a transfer in the manner described herein. No transfer shall be
effective unless and until written notice of such transfer is provided to
the Committee, in the form and manner prescribed by the Committee.
Following transfer, any such Options shall continue to be subject to the
same terms and
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conditions as were applicable immediately prior to transfer, and, except
as otherwise provided herein, the term Participant shall be deemed to
refer to the transferee."
5. Section 6.10 of the Plan is hereby amended in its entirety to
read as follows:
"6.10 LIMITATION ON OPTION GRANTS. No Participant may be granted
Options to purchase more than 2,000,000 shares of Common Stock during the
life of the Plan."
6. Article XIV of the Plan, entitled "Termination, Amendment, and
Modification of Plan," is hereby amended in its entirety to read as follows:
"The Board may at any time terminate, and from time to time may
amend or modify the Plan; PROVIDED, HOWEVER, that no amendment,
modification, or termination of the Plan shall in any manner adversely
affect any Restricted Stock, Option, SAR or SIR theretofore awarded or
granted under the Plan prior to such amendment, modification or
termination without the consent of the Participant or permitted transferee
of the Option, SAR, SIR or Restricted Stock."
7. References in this Plan document to Section 422A of the Internal
Revenue Code of 1986 are hereby designated as references to Section 422 of the
Internal Revenue Code of 1986.
8. This Amendment shall be effective as of May 22, 1997.
Notwithstanding the foregoing, the adoption of the revision to Section 6.10 of
the Plan under this Amendment is expressly conditioned upon the approval of the
holders of a majority of shares of Common Stock present, or represented, and
entitled to vote at a meeting of the Company's shareholders. In addition, any
Option grant in excess of the current 1,000,000 share limitation that is granted
after this Amendment is approved by the Board of Directors, but prior to its
approval by the shareholders, is not exercisable pending shareholder approval
and will become void if shareholder approval is not obtained."
PRIDE INTERNATIONAL, INC.
By /S/ ROBERT W. RANDALL
Robert W. Randall, Vice President
ATTEST:
/S/ EARL W. MCNIEL
Earl W. McNiel, Vice President
-2-
EXHIBIT 5
MCGLINCHEY STAFFORD
A Professional Limited Liability Company
643 Magazine Street
New Orleans, Louisiana 70130-3477
(504) 586-1200
September 5, 1997
Pride International, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Re: Offering of 3,000,000 shares of Common Stock, no par value, of
Pride International, Inc.
Gentlemen:
We are acting as special Louisiana counsel to Pride International, 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 to be filed by the Company on or about September 5, 1997
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 3,000,000
shares of Common Stock (the "Shares") to be sold by the Company. The Shares will
be issued and sold pursuant to the exercise of options (the "Options") granted
pursuant to the Pride International, Inc. Long-Term Incentive Plan, as amended
(the "LTIP"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Registration Statement.
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 dated August 6, 1997; (iv) the
Registration Statement; (v) a copy of the LTIP, certified by the Corporate
Secretary;
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Pride International, Inc.
September 5, 1997
Page 2
(vi) resolutions of the Board of Directors (or appropriate committees thereof)
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 con formed, certified, or photostatic
copies;
(ii) the accuracy of all statements of fact set forth in the Registration
Statement and (A) that certain Proxy Statement/Prospectus (Registration No.
333-20293) (the "Proxy Statement/Prospectus") filed by the Company on January
31, 1997, with the Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the Common Stock; (B) that certain Registration Statement on
Form S-3 (Registration No. 333-21385) (the "S-3 Registration Statement"), as
amended, filed by the Company on February 7, 1997 with the Commission relating
to the Common Stock; and (C) the Prospectus dated April 4, 1997 relating to up
to $500,000,000 of the Company's debt securities and Common Stock as
supplemented by the Prospectus Supplement dated May 1, 1997 relating to the
Common Stock and the Prospectus Supplement dated May 2, 1997 relating to the
Senior Notes due 2007 (together, the "Prospectus"; together with the Proxy
Statement/Prospectus and the S-3 Registration, the "Prior SEC Filings");
(iii) that the Shares are included in the Common Stock that have been duly
reserved for issuance by the Company upon exercise of outstanding stock options
and warrants;
(iv) that 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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Pride International, Inc.
September 5, 1997
Page 3
(v) the LTIP and all amendments thereto have been approved and/or ratified
by the affirmative vote of the holders of a majority of the outstanding shares
of Common Stock at a duly called meeting where a quorum of shareholders was
present and voting throughout;
(vi) the Company has complied with and will continue to comply with the
terms and conditions of the LTIP and the LTIP is currently in effect having
neither been rescinded, modified, or otherwise amended; and
(vii) upon exercise of the options, the Company will issue stock
certificates, valid in form and properly executed.
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.
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, upon the issuance and sale of the Shares by the Company pursuant
to the terms of the LTIP and any Long- Term Incentive Plan Agreement (as defined
in the LTIP) and upon receipt by the Company of the consideration described in
the LTIP 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) 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 laws, federal or state tax laws, 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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Pride International, Inc.
September 5, 1997
Page 4
(2) Our opinions are limited to the specific issues addressed herein 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,
A Professional Limited Liability Company
EXHIBIT 15
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pride International, Inc.
Registration Statement on Form S-8
We are aware that our reports dated May 14, 1997 and August 14, 1997 on
our reviews of interim financial information of Pride International, Inc.
(formerly Pride Petroleum Services, Inc.) for the three-month periods ended
March 31, 1997 and 1996 and for the six-month periods ended June 30, 1997 and
1996, respectively, included in the Company's quarterly reports on Form 10-Q for
the quarters then ended are incorporated by reference in this registration
statement on Form S-8. Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the registration statement
prepared or certified by us within the meaning of Sections 7 and 11 of the Act.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 3, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated March 30, 1997, on our audits of the
financial statements of Pride International, Inc. (formerly Pride Petroleum
Services, Inc.) as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 3, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated March
24, 1997 on the consolidated balance sheet of Forasol-Foramer N.V. as of
December 31, 1996, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended, incorporated by
reference in this Registration Statement on Form S-8 by Pride International,
Inc. concerning its long-term incentive plan.
ERNST & YOUNG AUDIT
/S/ FRANCOIS VILLARD
Represented by
Francois Villard
Paris, France
September 3, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 18, 1997 relating to the
Historical Statement of Revenues and Direct/Allocated Operating Expenses of the
Mat-Supported Jackup Rigs of Noble Drilling Corporation for the year ended
December 31, 1996, which appears on page 2 of the Current Report on Form 8-K/A
of Pride International, Inc. dated July 21, 1997.
PRICE WATERHOUSE LLP
Houston, Texas
September 3, 1997
EXHIBIT 23.4
LETTER OF CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 (Long-term incentive plan)
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 the
Current Report on Form 8-K filed by Pride International, Inc. (formerly Pride
Petroleum Services, Inc.) on March 25, 1997, as amended by a Form 8-K/A filed on
April 8, 1997, and to all references to our Firm included in this registration
statement on Form S-8 by Pride International, Inc.
PISTRELLI, DIAZ Y ASOCIADOS
/s/ ENRIQUE C. GROTZ
ENRIQUE C. GROTZ
Partner
Buenos Aires, Argentina
September 4, 1997
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated May 8,
1996 on the consolidated balance sheet of Forasol-Foramer N.V. and subsidiaries
as of December 31, 1995, and the related consolidated statements of income, of
cash flows and of changes in stockholders' equity for each of the two years in
the period ended December 31, 1995, incorporated by reference in this
Registration Statement on Form S-8 by Pride International, Inc.
Paris, France
September 3, 1997
Price Waterhouse
