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As filed with the Securities and Exchange Commission on June 29, 2000
Registration No. 333-40014
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Louisiana 76-0069030
(State of incorporation) (I.R.S. Employer Identification No.)
_________________
Pride International, Inc. Robert W. Randall
5847 San Felipe, Suite 3300 Pride International, Inc.
Houston, Texas 77057 5847 San Felipe, Suite 3300
(713) 789-1400 Houston, Texas 77057
(Address, including zip code, and (713) 789-1400
telephone number, including (Name, address, including zip
area code, of a registrant's code, and telephone number, including
principal executive offices) area code, of agent for service)
_________________
Copy to:
L. Proctor Thomas
Baker Botts L.L.P.
3000 One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
_________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTE
This Amendment No. 1 consists solely of Part II to the Registration
Statement, as well as certain exhibits to be filed.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by Pride
International, Inc. (the "Company") in connection with the offering described in
this Registration Statement.
Registration fee.................................. $132,000
Printing expenses................................. 30,000
Accounting fees and expenses...................... 35,000
Legal fees and expenses........................... 70,000
Trustee fees and expenses......................... 2,000
Rating agency fees................................ 120,000
Miscellaneous..................................... 11,000
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Total....................................... $400,000
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Item 15. Indemnification of Directors and Officers.
Section 83 of the Business Corporation Law of the State of Louisiana
gives corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Company's Restated Articles of Incorporation
and Section 13 of the Company's Bylaws contain provisions that provide for
indemnification of certain persons (including officers and directors).
Item 16. Exhibits.*
Exhibit No. Description of Exhibit
---------- ----------------------
**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 of the Company's Quarterly Report on Form 10-
Q for the quarterly period ended June 30, 1999, File No. 1-
13289).
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**4.7 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 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 Indenture, dated as of May 1, 1997 (the "Senior Indenture"),
by and between the Company and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, File Nos. 0-16961 and 1-13289).
**4.10 Indenture, dated as of April 1, 1998 (the "Subordinated
Indenture"), between the Company and Marine Midland Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, File No. 1-13289).
5.1 Opinion of Baker Botts L.L.P. as to the validity of the debt
securities and warrants.
5.2 Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the validity of the preferred stock
and common stock.
+12.1 Statement of computation of ratio of earnings to fixed
charges.
+15.1 Awareness letter of PricewaterhouseCoopers LLP.
+23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
23.3 Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (included in Exhibit 5.2).
+24.1 Powers of Attorney.
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
trustee under the Senior Indenture, on Form T-1.
25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of HSBC Bank USA, as trustee under the
Subordinated Indenture, on Form T-1.
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* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants, or (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby.
** Incorporated by reference as indicated.
+ Previously filed.
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Item 17. 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act
of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(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 registration statement is on Form S-3 or Form S-8 and 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
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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-3 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 June 29, 2000.
PRIDE INTERNATIONAL, INC.
By: /s/ Paul A. Bragg
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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 June 29, 2000.
Signature Title
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* Chief Executive Officer,
--------------------------------------------
Paul A. Bragg President and Director
(Principal Executive Officer)
* Vice President and Chief
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Earl W. McNiel Financial Officer
(Principal Financial Officer)
* Controller
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Terry L. Vandal
(Principal Accounting Officer)
* Chairman of the Board
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James B. Clement
* Director
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Christian J. Boon Falleur
* Director
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Remi Dorval
* Director
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Jorge E. Estrada M.
* Director
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William E. Macaulay
* Director
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Ralph D. McBride
* Director
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James T. Sneed
*By: /s/ Robert W. Randall
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Robert W. Randall
Attorney-in-fact
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INDEX TO EXHIBITS*
Exhibit No. Description of Exhibit
---------- ----------------------
**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 of 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 Exhibit 4.1 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 Indenture, dated as of May 1, 1997 (the "Senior Indenture"),
by and between the Company and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, File Nos. 0-16961 and 1-13289).
**4.10 Indenture, dated as of April 1, 1998 (the "Subordinated
Indenture"), between the Company and Marine Midland Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, File No. 1-13289).
5.1 Opinion of Baker Botts L.L.P. as to the validity of the debt
securities and warrants.
5.2 Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the validity of the preferred stock
and common stock.
+12.1 Statement of computation of ratio of earnings to fixed
charges.
+15.1 Awareness letter of PricewaterhouseCoopers LLP.
+23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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23.3 Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (included in Exhibit 5.2).
+24.1 Powers of Attorney.
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
trustee under the Senior Indenture, on Form T-1.
25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of HSBC Bank USA, as trustee under the
Subordinated Indenture, on Form T-1.
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* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants, or (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby.
** Incorporated by reference as indicated.
+ Previously filed.
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