As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. EMPLOYEE STOCK PURCHASE 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(2) SHARE(3) PRICE(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value (1).......... 350,000 $17.47 $6,114,500 $1,700
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</TABLE>
(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Common Stock being
registered hereby.
(2) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(3) 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 of the Common Stock reported on the New York Stock
Exchange on September 14, 1999.
<PAGE>
This Registration Statement is being filed by Pride International, Inc.
(the "Company") pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-8 (Registration No. 333-06825) filed by the Company with the
Securities and Exchange Commission on June 26, 1996 are incorporated herein by
reference. Filed as exhibits hereto are the following:
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 Nos. 0-16961 and 1-13289).
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 Nos. 0-16961 and 1-13289).
4.3 -- Amendment to 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 Nos. 0-16961 and 1-13289).
4.4 -- Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated September 8, 1997,
Registration No. 333-35089).
4.5 -- Amendment to Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.5 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 1-13289).
4.6 -- Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999, File No.
1-13289).
4.7 -- Form of Common Stock Certificate (incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-13289).
4.8 -- Rights Agreement dated as of September 9, 1998 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated September 10, 1998, File No.
1-13289).
4.9 -- Pride Petroleum Services, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 filed June 26, 1996,
Registration No. 333-06825).
4.10 -- First Amendment to Pride International, Inc. Employee Stock
Purchase Plan (incorporated by reference to Exhibit 10.14 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13289).
5 -- Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the legality of securities.
15 -- Awareness Letter of PricewaterhouseCoopers LLP.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
<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, State of Texas, on September 16, 1999.
PRIDE INTERNATIONAL, INC.
By: /s/ PAUL A. BRAGG
Paul A. Bragg
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below appoints Paul A. Bragg,
Earl W. McNiel and Robert W. Randall, and each of them severally, 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 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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. 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 Nos. 0-16961 and 1-13289).
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 Nos. 0-16961 and 1-13289).
4.3 -- Amendment to 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 Nos. 0-16961 and 1-13289).
4.4 -- Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated September 8, 1997,
Registration No. 333-35089).
4.5 -- Amendment to Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.5 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 1-13289).
4.6 -- Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999, File No.
1-13289).
4.7 -- Form of Common Stock Certificate (incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-13289).
4.8 -- Rights Agreement dated as of September 9, 1998 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated September 10, 1998, File No.
1-13289).
4.9 -- Pride Petroleum Services, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 filed June 26, 1996,
Registration No. 333-06825).
4.10 -- First Amendment to Pride International, Inc. Employee Stock
Purchase Plan (incorporated by reference to Exhibit 10.14 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13289).
5 -- Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the legality of securities.
15 -- Awareness Letter of PricewaterhouseCoopers LLP.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
EXHIBIT 5
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
Pride International, Inc.
5847 San Felipe
Suite 3300
Houston, Texas 77057
RE: Offering of 350,000 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 16,
1999 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 350,000
shares of Common Stock (the "Shares") to be sold by the Company. The Shares will
be issued and sold pursuant to the Company's Employee Stock Purchase Plan (the
"Plan"). 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 Corporate Secretary (the "Articles of Incorporation"); (ii) a
copy of the Bylaws of
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
PAGE - 2 -
the Company, as amended, certified by the Corporate Secretary (the "Bylaws");
(iii) an original Certificate of Good Standing for the Company from the
Louisiana Secretary of State dated September 8,1999; (iv) the Registration
Statement; (v) a copy of the Plan, certified by the Corporate Secretary; (vi)
resolutions of the Board of Directors (or appropriate committee 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 conformed, certified, or photostatic
copies;
(ii) the accuracy of all statements of fact set forth in the Registration
Statement and that certain Registration Statement on Form S-3 (Registration No.
333-44925) (the "S-3 Registration Statement"), as amended, filed by the Company
on January 26, 1998 with the Commission relating to the Common Stock;
(iii) that the Shares are included in the Common Stock that have been duly
reserved for issuance by the Company for purposes of the Plan;
(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 (a) as set forth in the S-3 Registration Statement or (b)
as described in the Rights Agreement entered into by the Company and American
Stock Transfer & Trust Company, as Rights Agent, on September 9, 1998 and the
Amendment to the Articles of Incorporation of the Company dated September 14,
1999; 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 Plan has been approved and/or ratified by the affirmative vote of
the holders of
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
PAGE - 3 -
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 Plan and the Plan is currently in effect having
neither been rescinded, modified, or otherwise amended; and
(vii) 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 express 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 Plan and upon receipt by the Company of the consideration
described in the Plan, such Shares will be duly authorized, validly issued,
fully paid and nonassessable.
The opinions set forth above are subject to the following qualifications
and exceptions:
(1) This Opinion is rendered solely as to matters of Louisiana law, and we
do not purport to express any opinion herein concerning any law other than the
laws of the State of Louisiana. We are not opining as to any federal or state
securities 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.
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
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,
SHER GARNER CAHILL RICHTER
KLEIN McALISTER & HILBERT, L.L.C.
A Professional Limited Liability Company
EXHIBIT 15
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
September 16, 1999
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, 1999 and August 13, 1999 on our
reviews of interim financial information of Pride International, Inc. (the
"Company') as of March 31, 1999 and for the three-month periods ended March 31,
1999 and 1998 and as of June 30, 1999 and for the three-month and six-month
periods ended June 30, 1999 and 1998 and included in the Company's quarterly
reports on Form 10-Q for the quarters then ended are incorporated by reference
in its Registration Statement dated September 16, 1999.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 30, 1999 relating to the
financial statements, which appears in Pride International, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
September 16, 1999
