As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-35089
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIDE INTERNATIONAL, 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.)
5847 SAN FELIPE, SUITE 3300 77057
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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PRIDE INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, INC.
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(Name and address of agent for service)
(713) 789-1400
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
Pride International, Inc., a Louisiana corporation (the "Company"), is
filing this Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-8 (Registration No. 333-35089; the "Registration Statement")
to deregister all shares of the Company's common stock, no par value ("Common
Stock"), previously registered on such Registration Statement that remain unsold
and that are not subject to outstanding options and other awards. The Company
originally filed the Registration Statement in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
3,000,000 shares of Common Stock issuable under the Pride International, Inc.
Long-Term Incentive Plan (the "Plan"). The Company also has filed Registration
Statements on Form S-8 (Registration Nos. 33-26854, 33-44823 and 333-06823) in
connection with the registration under the Securities Act of an aggregate of
3,025,000 shares of Common Stock issuable under the Plan. As of September 7,
1999, 4,196,000 shares of Common Stock so registered under the Securities Act
had not been issued pursuant to the Plan. Additionally, as of September 7, 1999,
options for 2,331,200 shares of Common Stock were outstanding under the Plan.
Accordingly, 1,864,800 shares of Common Stock (the "Shares") are being
deregistered hereby.
Concurrently with the filing of this Post-Effective Amendment No. 1, the
Company is filing with the Securities and Exchange Commission a Registration
Statement on Form S-8 in connection with the registration under the Securities
Act of 5,600,000 shares of Common Stock issuable under the Pride International,
Inc. 1998 Long-Term Incentive Plan (the "1998 Plan"). Grants of Common Stock to
qualifying participants after the effective date of the 1998 Plan are made
pursuant to the 1998 Plan rather than the Plan.
Although the Plan will remain in effect with respect to shares of Common
Stock issued pursuant thereto and with respect to shares of Common Stock subject
to outstanding options and other awards granted pursuant thereto prior to the
effective date of the 1998 Plan, no additional shares will be granted pursuant
to the Plan. Accordingly, the offering of Common Stock under the Plan has been
terminated, and the Registration Statement is hereby amended to deregister
hereunder the Shares.
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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, State of Texas, on September 16, 1999.
PRIDE INTERNATIONAL, INC.
By:/s/ PAUL A. BRAGG
Paul A. Bragg
Chief Executive Officer and President
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 16, 1999.
SIGNATURE TITLE
/s/ PAUL A. BRAGG Director, Chief Executive Officer and
Paul A. Bragg President
(Principal Executive Officer)
/s/ EARL W. MCNIEL Vice President, Chief Financial
Earl W. McNiel Officer and Treasurer
(Principal Financial Officer)
/s/ TERRY VANDAL Controller
Terry Vandal
(Principal Accounting Officer)
/s/ JAMES B. CLEMENT Chairman of the Board
James B. Clement
/s/ RALPH D. MCBRIDE Vice Chairman of the Board
Ralph D. McBride
/s/ CHRISTIAN J. BOON FALLEUR Director
Christian J. Boon Falleur
/s/ REMI DORVAL Director
Remi Dorval
/s/ JORGE E. ESTRADA M. Director
Jorge E. Estrada M.
/s/ JAMES T. SNEED Director
James T. Sneed
/s/ WILLIAM E. MACAULAY Director
William E. Macaulay
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