As filed with the Securities and Exchange Commission on May 22, 1997
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 76-0069030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices) (Zip Code)
----------------------
OPTIONS ORIGINALLY GRANTED UNDER THE FORASOL-FORAMER N.V. 1996 LONG-TERM
INCENTIVE PLAN ASSUMED BY PRIDE PETROLEUM SERVICES, INC. PURSUANT TO THE
PURCHASE AGREEMENT DATED AS OF DECEMBER 16, 1996 BY AND AMONG PRIDE
PETROLEUM SERVICES, INC., FORASOL-FORAMER N.V. AND CERTAIN
SHAREHOLDERS OF FORASOL-FORAMER N.V.
(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................. 387,200 $14.00 $5,420,800 $1,643
=========================================== ============= ================ =================== ================
</TABLE>
(1) Computed pursuant to Rule 457(h) based upon the maximum price at which the
options may be exercised.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 concerning the options (the "Options") originally granted under the
Forasol-Foramer N.V. 1996 Long-Term Incentive Plan assumed by Pride Petroleum
Services, Inc. (the "Company") pursuant to the Purchase Agreement dated as of
December 16, 1996 by and among the Company, Forasol-Foramer N.V. and certain
shareholders of Forasol-Foramer N.V. and the statement of availability of
registrant information, Option 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 Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
-1-
<PAGE>
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 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 7,
1997;
(5) 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;
(6) The Company's Current Report on Form 8-K filed on May 7,
1997; and
(7) The Company's Current Report on Form 8-K filed on May 22,
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.
II-1
<PAGE>
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 -- Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 0-16961).
*4.5 -- Purchase Agreement dated as of December 16, 1996 by and among
the Company, Forasol-Foramer N.V. and certain shareholders of
Forasol-Foramer N.V. (incorporated by reference to Appendix A
of the Company's Proxy Statement/Prospectus dated January 31,
1997, File No. 0-16963).
4.6 -- Form of Option Agreement.
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.
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- Consent of McGlinchey Stafford (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
- -----------------------------
* Incorporated by reference as indicated.
II-2
<PAGE>
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.
II-3
<PAGE>
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 May 22, 1997.
PRIDE PETROLEUM SERVICES, 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 MAY 22, 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 Officer
Earl W. McNiel
(Principal Financial and
Accounting Officer)
/S/ CHRISTIAN J. BOON FALLEUR 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
II-4
<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 -- Bylaws of the Company, as amended (incorporated
by reference to Exhibit 3.4 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 0-16961).
*4.5 -- Purchase Agreement dated as of December 16, 1996
by and among the Company, Forasol-Foramer N.V.
and certain shareholders of Forasol-Foramer N.V.
(incorporated by reference to Appendix A of the
Company's Proxy Statement/Prospectus dated
January 31, 1997, File No. 0-16963).
4.6 -- Form of Option Agreement.
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.
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- 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 4.6
PRIDE PETROLEUM SERVICES, INC.
AGREEMENT FOR STOCK OPTIONS
Pride Petroleum Services, Inc., a Louisiana corporation (the "Company"),
in consideration of the undertakings of _________ ("Employee"), hereby grants to
Employee the following stock options, subject to and in accordance with the
terms and conditions set forth herein:
I
STOCK OPTION
A. STOCK OPTION. Employee is hereby granted an option to purchase
from the Company _________ shares ("Shares") of the Company's
common stock, no par value ("Common Stock"). The Company and
Employee intend that the options granted hereby shall be (check
one) [X] nonqualified; [ ] incentive stock options.
B. OPTION PRICE AND MANNER OF PAYMENT. The purchase price per Share
is U.S. $____, which may be paid in cash, in shares of Common
Stock of the Company (not subject to limitations on transfer) at
their then fair market value, or a combination of cash and such
Common Stock.
C. OPTION PERIOD DURING WHICH AND BY WHOM EXERCISABLE. The options
may be exercised in installments as follows:
BEGINNING: NUMBER OF SHARES:
On and after the date hereof ____________________
On and after [the first anniversary
of date of original Forasol grant] ____________________
On and after [the second anniversary
of the Forasol grant] ____________________
If the Employee's employment by the Company or any of its subsidiaries
is terminated without "cause," such options shall become fully vested
and shall be exercisable in full for a period of ninety (90) days
following the date of such termination. If Employee is terminated for
"cause," all options shall be forfeited immediately. The term "cause"
shall mean (i) gross or continued misconduct or neglect by the Employee
in the discharge of his or her duties and responsibilities of
employment, (ii) the Employee's conviction of a felony criminal offense
or (iii) the Employee's conviction of any other crime or misdemeanor
which, in the good faith judgment of the Board of Directors or other
supervisory board of his
<PAGE>
or her immediate employer, may reasonably be expected to adversely
affect such Employee's ability to discharge his or her duties and
responsibilities of employment.
The following option expiration date will apply to termination of employment due
to:
OPTION EXPIRATION DATE:
Retirement on or after 65th One (1) year after retirement or
birthday or permanent disability
and total disability
Death while employed or within One (1) year after death
sixty (60) days after
termination of employment
Notwithstanding any of the foregoing provisions, no stock options
granted under this Agreement shall be exercisable after March 10, 2007.
D. PRIVILEGES OF OWNERSHIP. Employee shall not be entitled to any
privileges of ownership with respect to Shares subject to the
options granted by this Agreement unless and until: (i) such
shares have been purchased and delivered pursuant to the
exercise of such options as provided in this Agreement or (ii)
the Compensation Committee of the Board of Directors (the
"Committee") in its discretion determines that Employee is
entitled to receive a dividend with respect to Shares that are
the subject of this Agreement. Upon such purchase and delivery,
Employee will become the owner of record, fully entitled to
receive dividends and to enjoy the other rights accorded holders
of Common Stock of the Company, except as such rights are
limited and circumscribed by the terms of this Agreement.
II
GENERAL PROVISIONS
A. MANNER OF EXERCISE. Subject to the limitations set forth herein,
the option granted by this Agreement shall be exercised by
delivery of written notice to the Company at the office of its
Secretary at 1500 City West Boulevard, Suite 400, Houston, Texas
77042 and specifying the number of shares to be purchased
pursuant to the option or options so specified, accompanied by
payment in full of the option price or prices for the number of
shares so purchased. If requested by the Company, the Employee
shall also submit a written agreement, in form satisfactory to
the General Counsel for the Company, to the effect that such
Shares are being acquired for investment and not with a view to
the distribution thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").
<PAGE>
B. DELIVERY OF SHARE CERTIFICATES. Upon the exercise of an option
granted hereunder and upon receipt by the Company of any
applicable federal, state or other employment taxes, the Company
shall deliver certificates representing the number and type of
shares specified and shall pay all original issue and transfer
taxes incident to such delivery.
C. TRANSFERABILITY AND RESALE OF SHARES. Except as set forth in
this Agreement, the Company has not imposed any restrictions
upon resale of shares of Common Stock acquired pursuant to this
Agreement. Such resale may, however, require compliance with
applicable registration requirements under the Securities Act
applicable to any Employee who may be deemed: (i) an
"underwriter," as defined in the Securities Act, of Shares
acquired pursuant to this Agreement or (ii) an "affiliate" of
the Company as defined by the Securities and Exchange
Commission. In addition, the penalties imposed by ss.16 of the
Securities Exchange Act of 1934, as amended, upon any officer,
director or 10% shareholder of the Company and the registration
requirements of any applicable state securities laws may also
restrict resales of such shares by Employee. The Company
reserves the right to legend shares issued pursuant to this
Agreement conditioning sales of such shares upon compliance with
such laws, and Employee agrees to comply with all such
requirements and restrictions.
D. NOTICES. Any notice that either party hereto may be required or
permitted to give to the other shall be postage prepaid,
addressed as follows: Pride Petroleum Services, Inc., 1500 City
West Boulevard, Suite 400, Houston, Texas 77042, Attention:
Secretary; and to Employee at the address shown below his
signature to this Agreement; or at such other address as either
party, by notice to the other, may designate in writing from
time to time. Notices by Employee shall be deemed effective upon
receipt by the Company. Notices of the Company shall be deemed
effective, if mailed, when mailed.
E. INTERPRETATION OF THIS AGREEMENT. The Committee, as from time to
time constituted, shall have the right to determine any
questions that arise in connection with this Agreement or the
options granted pursuant to this Agreement or the exercise of
such options. The interpretation of the Committee shall be final
and binding upon the Employee.
F. NONTRANSFERABILITY. No option granted under this Agreement may
be sold, transferred, pledged, assigned or otherwise alienated
by Employee other than by will or the laws of descent and
distribution. Any other transfer or attempted pledge, assignment
or alienation, whether by operation of law or otherwise, shall
be void. The option granted herein is not subject to execution,
attachment or any rights of Employee hereunder by virtue of any
attempted execution, attachment or other process. During the
lifetime of the Employee, the options shall be exercisable only
<PAGE>
by Employee, or, in the case Employee becomes mentally
incapacitated, the Employee's guardian or legal representative.
G. EMPLOYMENT TAXES. By executing this Agreement, Employee
authorizes the Company to withhold, or Employee agrees to pay to
the Company, the full amount of all federal and state income or
other employment taxes applicable to taxable income resulting
from the exercise of rights or receipt of payments pursuant to
this Agreement.
H. GOVERNING LAW AND PROVISIONS. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of
Texas. Except as provided for herein, each option granted
hereunder shall be governed by the terms of the Pride Petroleum
Services, Inc. Long-Term Incentive Plan.
I. MEANING OF EMPLOYMENT. For purposes of this Agreement,
employment by the Company shall be deemed to include employment
by the Company or any subsidiary of the Company.
J. EMPLOYMENT. Nothing contained in this Agreement or any option
granted hereunder shall confer upon Employee the right to
continue in the employ of the Company or any subsidiary of the
Company.
K. BINDING EFFECT OF THIS AGREEMENT. This Agreement shall be
binding upon and shall inure to the benefit of any successor or
successors of the Company and any executor, administrator or
personal representative of Employee who acquires any rights
hereunder.
L. HEADINGS. Headings of Articles and Paragraphs hereof are
inserted for convenience and reference; they constitute no part
of this Agreement.
M. AMENDMENT. This Agreement can not be modified, altered or
amended except by an agreement in writing signed by both the
Company and Employee.
N. ACCEPTANCE. The option granted by this Agreement shall become
null and void unless Employee's agreement hereto and acceptance
hereof is noted below and returned to the Secretary of the
Company at its office in Houston, Texas when indicated above. By
signing this Agreement, Employee acknowledges and warrants that
he has received and carefully read this Agreement and the most
recent Form 10-K and Annual Report of the Company.
<PAGE>
The Company has caused this Agreement to be signed by its duly
authorized officer as of March 10, 1997.
Pride Petroleum Services, Inc.
By:
Paul A. Bragg
President and Chief Operating Officer
I agree that the stock options
described above shall be governed
by the terms of this Agreement.
Date: __________________
__________________________________
Signature
Name:
Address:
<PAGE>
PRIDE PETROLEUM SERVICES, INC.
STOCK OPTION EXERCISE FORM
COMPLETE A SEPARATE FORM FOR EACH OPTION AGREEMENT
1 NAME
SOCIAL SECURITY NUMBER:
ADDRESS:
STATE/COUNTRY OF RESIDENCE: ZIP/POSTAL CODE:
2 DATE OF OPTION AGREEMENT
3 NUMBER OF SHARES EXERCISED:
4 MARKET PRICE PER SHARE
ON DATE OF EXERCISE: DATE:
5 OPTION PRICE PER SHARE
6 GROSS INCOME [(Line 4 - Line 5) X Line 3]:
7 FICA W/H (6.2% X Line 6) (Max at $62,700):
8 MEDICARE (1.45% x Line 6) (No Limit)
9 STATE W/H:
10 FEDERAL W/H (28% OF Line 6):
11 OPTION PRICE ______ X ________ # OF SHARES =
12 CHECK TO PRIDE PETROLEUM SERVICES, INC.
(Line 6+ Line 7+ Line 8+ Line 9+ Line 10)$
================================================================================
FORWARD A COPY OF THIS FORM TO THE FOLLOWING:
EILEEN BORSKI (WITH CHECK)
HOUSTON PAYROLL
DAVID KOERTH
SIGNATURE: ________________
DATE: __________________
EXHIBIT 5
McGlinchey Stafford
A Professional Limited Liability Company
643 Magazine Street
New Orleans, Louisiana 70130-3477
(504) 586-1200
May 22, 1997
Pride Petroleum Services, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Re: Offering of 387,200 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 to be filed by the Company on or about
May 22, 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 387,200
shares of Common Stock (the "Shares") to be sold by the Company. The Shares are
being issued and sold pursuant to the exercise of options (the "Options")
granted pursuant to the form of Agreement For Stock Options (the "Option
Agreement Form") to be executed by the Company and each of the Option holders
(the "Holders"). The Options replace options originally granted to the Holders
under the Forasol-Foramer N.V. 1996 Long-Term Incentive Plan assumed by the
Company pursuant to the purchase agreement (the "Purchase Agreement") dated as
of December 16, 1996 by and among the Company, Forasol-Foramer N.V. and certain
shareholders of Forasol-Foramer N.V. Unless otherwise defined,
<PAGE>
Pride Petroleum Services, Inc.
May 22, 1997
Page 2
capitalized terms used herein shall have the respective meaning 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 May 13, 1997; (iv) the Registration
Statement; (v) a copy of the Option Agreement Form; (vi) an executed copy of the
Purchase Agreement; (vii) resolutions of the Board of Directors (or appropriate
committees thereof) of the Company, certified by the Corporate Secretary; (viii)
a copy of the Pride Petroleum Services Inc. Long-Term Incentive Plan (the "Pride
Plan"), certified by the Corporate Secretary; and (ix) 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 (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
<PAGE>
Pride Petroleum Services, Inc.
May 22, 1997
Page 3
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) 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, as more fully set forth in the Prior SEC Filings;
(iv) the Company has not (i) declared or issued a stock dividend or
stock split; (ii) issued stock rights, options or warrants to holders of the
Common Stock, except as set forth in the S-3 Registration Statement; or (iii)
entered into any other transaction which would require adjustment to the
Conversion Price (as defined herein) of the Convertible Subordinated Debentures
due February 15, 2006 as provided in Section 13.5 of that certain Indenture
between the Company and Marine Midland Bank dated January 26, 1996 (the
"Indenture"). As used herein, "Conversion Price" shall have the meaning ascribed
to it in Section 13.5 of the Indenture;
(v) the Company has complied with and will continue to comply with the
terms and conditions of the Pride Plan and the Pride Plan is currently in effect
having neither been rescinded, modified, or otherwise amended;
(vi) the Option Agreement Form (when executed and delivered by the
parties thereto) will accurately set forth the Options granted to each Holder
and the purchase price (expressed in dollars) to be paid by each Holder upon the
exercise of the Options;
(vii) the execution of the Option Agreement Form and the granting of the
Options to the Holders will not violate any provision of the Pride Plan or any
other document or agreement binding on the Company; and
(viii) upon exercise of the Options by the Holders, 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:
<PAGE>
Pride Petroleum Services, Inc.
May 22, 1997
Page 4
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Louisiana; and
2. Upon the issuance and sale of the Shares by the Company pursuant to
the Option Agreement Form and upon receipt by the Company of the consideration
as provided in the Option Agreement Form, 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.
(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 Petroleum Services, Inc.
Registration Statement on Form S-8
We are aware that our report dated May 14, 1997 on our review of interim
financial information of Pride Petroleum Services, Inc. for the three-month
periods ended March 31, 1997 and 1996 included in the Company's Quarterly Report
on Form 10-Q for the quarter then ended is 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
May 22, 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 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
May 22, 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 Petroleum
Services, Inc.
ERNST & YOUNG AUDIT
/S/ FRANCOIS VILLARD
Represented by
Francois Villard
Paris, France
May 20, 1997
EXHIBIT 23.3
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 Petroleum Services, Inc.
Paris, France
May 20, 1997
Price Waterhouse
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 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 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 Petroleum Services, Inc.
PISTRELLI, DIAZ Y ASOCIADOS
ENRIQUE C. GROTZ
Partner
Buenos Aires, Argentina
May 15, 1997
