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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2000
REGISTRATION NUMBER 333-41834
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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
CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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MINNESOTA 95-3409686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ANDREW C. BECHER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CAL DIVE INTERNATIONAL, INC.
400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copy to:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5421
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, subject to market
conditions and other factors.
If the only Securities being registered on this Form are being 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, 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 OF 1933 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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PROSPECTUS
[CAL DIVE INTERNATIONAL, INC. LOGO]
4,300,000 SHARES OF COMMON STOCK
This prospectus relates to the common stock, no par value, of Cal Dive
International, Inc.
We will provide the specific terms of the common stock offerings in
supplements to this prospectus. This prospectus may not be used to sell common
stock unless it is accompanied by a prospectus supplement.
We may also allow selling shareholders, including our largest shareholder
COFLEXIP, to offer and sell common stock under this prospectus.
Our common stock is quoted on the Nasdaq National Market under the symbol
"CDIS."
YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADING
"RISK FACTORS" IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND UNDER THE HEADING
"FACTORS INFLUENCING FUTURE RESULTS AND ACCURACY OF FORWARD LOOKING INFORMATION"
IN CAL DIVE'S LATEST ANNUAL REPORT ON FORM 10-K INCORPORATED BY REFERENCE IN
THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
August 28, 2000
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CONTENTS
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About this Prospectus....................................... 1
About Cal Dive.............................................. 1
Risk Factors................................................ 2
Use of Proceeds............................................. 2
Description of Capital Stock................................ 3
Selling Shareholders........................................ 6
Plan of Distribution........................................ 7
Legal Matters............................................... 8
Experts..................................................... 8
Where You Can Find More Information......................... 9
Incorporation of Certain Documents by Reference............. 9
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf process, we may offer common stock in one or more offerings, and
certain third parties may sell common stock under this prospectus, up to a total
of 4,300,000 shares. The third parties include our largest shareholder COFLEXIP,
which may exercise certain demand registration rights to sell common stock,
should COFLEXIP decide to sell some or all of its shares.
This prospectus provides you with a general description of common stock
that may be offered. Each time we use this prospectus to offer common stock, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus.
Any selling shareholders will be identified, and the number of shares of
common stock to be offered by them will be specified, in a supplement to this
prospectus. We will not receive proceeds from any sale of common stock by
selling shareholders.
We or any selling shareholder may offer the common stock in amounts, at
prices and on terms determined at the time of each offering. We or any selling
shareholder may sell the common stock directly to you, through agents we or any
selling shareholder select, or through underwriters and dealers we or any
selling shareholder select. If we or any selling shareholder use agents,
underwriters or dealers to sell the common stock, we will name them and describe
their compensation in a prospectus supplement.
Please carefully read this prospectus and the prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information".
ABOUT CAL DIVE
We are an energy service company specializing in subsea construction. We
operate in all water depths in the Gulf of Mexico, with services that cover the
lifecycle of an offshore natural gas or oil field. We have a longstanding
reputation for innovation in subsea construction techniques, equipment design
and partnering with our customers. Utilizing our diversified fleet of 15
vessels, we perform services supporting drilling, well completion, construction
and decommissioning projects involving pipelines, production platforms and
risers and subsea production systems. We also acquire selected mature offshore
natural gas and oil properties from operators and provide them with a cost
effective alternative to the decommissioning process. Our customers include
major and independent natural gas and oil producers, pipeline transmission
companies and offshore engineering and construction firms.
The address of our principal executive office is 400 N. Sam Houston Parkway
E., Suite 400, Houston, Texas 77060, and our telephone number is (281) 618-0400.
In this prospectus, "Cal Dive," "CDI," the "Company," "we," "us," and "our"
refer to Cal Dive International, Inc. and, unless otherwise stated, our
subsidiaries.
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RISK FACTORS
Before investing in our common stock, you should carefully review and
consider the information under the heading "Risk Factors" in the applicable
prospectus supplement and under the heading "Factors Influencing Future Results
and Accuracy of Forward Looking Information" in Cal Dive's latest Annual Report
on Form 10-K incorporated by reference in this prospectus.
USE OF PROCEEDS
Except as we may describe in a prospectus supplement, we will use the net
proceeds we receive, if any, from any sale of the common stock covered by this
prospectus to invest in working capital, for other general corporate purposes,
which may include the purchase of vessels or offshore properties, other
acquisitions or investment in subsidiaries, or to fund our share of project
expenses from the Gunnison prospect. We may also invest the proceeds in interest
bearing securities until they are used.
The exact amounts to be used and when the net proceeds will be applied to
such purposes will depend on a number of factors, including our funding
requirements and the availability of alternative funding sources. We routinely
review acquisition opportunities; however, we do not currently have any
acquisitions under contract. We will disclose in a prospectus supplement any
future proposal to use net proceeds from an offering of our common stock to
finance any specific acquisition, if applicable.
We will not receive any proceeds from any sale of shares of our common
stock by selling shareholders.
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DESCRIPTION OF CAPITAL STOCK
CDI's amended and restated articles of incorporation provide for authorized
capital stock of 60,000,000 shares of common stock, of which 15,736,835 shares
were issued and outstanding on August 25, 2000, and 5,000,000 shares of
preferred stock, of which no shares are issued and outstanding. The following
summary description of our capital stock is qualified in its entirety by
reference to the articles of incorporation and our amended and restated bylaws,
a copy of each of which is filed as an exhibit to the registration statement of
which this prospectus forms a part.
COMMON STOCK
The holders of common stock are entitled to one vote for each share on all
matters voted on by shareholders, and except as otherwise required by law or as
provided in any resolution adopted by the board of directors with respect to any
series of preferred stock, the holders of shares of common stock exclusively
possess all voting power.
Subject to any preferential rights of any outstanding series of preferred
stock created by the board of directors from time to time, the holders of common
stock are entitled to such dividends as may be declared from time to time by the
board of directors from funds available therefor, and upon liquidation will be
entitled to receive pro rata all assets of CDI available for distribution to
such holders. The common stock is not convertible or redeemable and there are no
sinking fund provisions therefor. Holders of the common stock are not entitled
to any preemptive rights except under the Shareholders Agreement by and among
CDI, COFLEXIP and certain other CDI shareholders.
PREFERRED STOCK
The board of directors of CDI, without any action by our shareholders, is
authorized to issue up to 5,000,000 shares of preferred stock, in one or more
series and to determine the voting rights, preferences as to dividends and
assets in liquidation and the conversion and other rights of each such series.
There are no shares of preferred stock outstanding. See "-- Certain
Anti-takeover Provisions" with regard to the effect that the issuance of
preferred stock might have on attempts to take over CDI.
REGISTRATION RIGHTS
CDI has entered into a 1997 Registration Rights Agreement (the
"Registration Rights Agreement") with COFLEXIP pursuant to which COFLEXIP is
entitled to certain rights with respect to the registration of such shares under
the Securities Act. Under the Registration Rights Agreement, COFLEXIP has demand
registration rights. The Registration Rights Agreement further provides that if
CDI proposes to register any of its securities under the Securities Act,
COFLEXIP is entitled to include shares of our common stock owned by it in such
offering provided, among other conditions, that the underwriters of any offering
have the right to limit the number of such shares included in such registration.
CERTAIN ANTI-TAKEOVER PROVISIONS
The articles of incorporation and bylaws contain a number of provisions
that could make the acquisition of CDI by means of a tender or exchange offer, a
proxy contest or otherwise more difficult. The description of those provisions
set forth below is intended to be only a summary and is qualified in its
entirety by reference to the pertinent sections of the articles of incorporation
and the bylaws, copies of which are filed as exhibits to the registration
statement of which this prospectus forms a part.
Classified Board of Directors; Removal of Directors. CDI's directors are
currently divided into three classes, only one class of which is subject to
re-election in any given year. The classification of directors will have the
effect of making it more difficult for shareholders to change the composition of
the board of directors. At least two annual meetings of shareholders generally
will be required to effect a change in a majority of the board of directors.
Such a delay may help ensure that CDI's directors, if confronted by a
shareholder attempting to force a proxy contest, a tender or exchange offer or
an extraordinary corporate
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transaction, would have sufficient time to review the proposal as well as any
available alternatives to the proposal and to act in what they believe to be the
best interest of the shareholders. The classification provisions will apply to
every election of directors, however, regardless of whether a change in the
composition of the board of directors would be beneficial to CDI and its
shareholders and whether a majority of our shareholders believes that such a
change would be desirable.
The articles of incorporation provide that directors of CDI may only be
removed by the affirmative vote of the holders of 68% of the voting power of all
of the then outstanding shares of stock entitled to vote generally in the
election of directors (the "Voting Stock").
The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender or exchange offer
or otherwise attempting to obtain control of CDI, even though such an attempt
might be beneficial to CDI and its shareholders. These provisions could thus
increase the likelihood that incumbent directors will retain their positions. In
addition, the classification provisions may discourage accumulations of large
blocks of our common stock that are effected for purposes of changing the
composition of the board of directors. Accordingly, shareholders could be
deprived of certain opportunities to sell their shares of common stock at a
higher market price than might otherwise be the case.
Preferred Stock. The articles of incorporation authorize the board of
directors to establish one or more series of preferred stock and to determine,
with respect to any series of preferred stock, the terms and rights of such
series, including:
- the designation of the series,
- the number of shares of the series, which number the board may thereafter
(except where otherwise provided in the certificate of designation)
increase or decrease (but not below the number of shares thereof then
outstanding),
- whether dividends, if any, will be cumulative or noncumulative and the
dividend rate of the series,
- the dates at which dividends, if any, will be payable,
- the redemption rights and price or prices, if any, for shares of the
series,
- the terms and amounts of any sinking fund provided for the purchase or
redemption of shares of the series,
- the amounts payable on shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of
CDI,
- whether the shares of the series will be convertible into shares of any
other class or series, or any other security, of CDI or any other
corporation, and, if so, the specification of the other class or series
or the other security, the conversion price or prices or rate or rates,
any adjustments thereof, the date or dates as of which such shares shall
be convertible and all of the terms and conditions upon which such
conversion may be made,
- restrictions, if any, on the issuance of shares of the same series or of
any other class or series, and
- voting rights, if any, of the shareholders of such series, which may
include the right of such shareholders to vote separately as a class on
any matter.
We believe that the ability of the board of directors to issue one or more
series of preferred stock will provide us with flexibility in structuring
possible future financings and acquisitions and in meeting other corporate needs
which might arise. The authorized shares of preferred stock, as well as shares
of common stock, will be available for issuance without further action by our
shareholders, unless that action is required by applicable law or the rules of
any stock exchange or automated quotation system on which CDI's securities may
be listed or traded.
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Although the board of directors has no intention at the present time of
doing so, it could issue a series of preferred stock that, depending on the
terms of such series, might impede the completion of a proxy contest, merger,
tender or exchange offer or other attempt to obtain control of CDI. The board of
directors will make any determination to issue such shares based on its judgment
as to the best interests of CDI and its shareholders. The board of directors, in
so acting, could issue preferred stock having terms that could discourage an
acquisition attempt through which an acquiror may be otherwise able to change
the composition of the board of directors, including a tender or exchange offer
or other transaction that some, or a majority, of our shareholders might believe
to be in their best interests or in which shareholders might receive a premium
for their stock over the then current market price of such stock.
No Shareholder Action by Written Consent; Special Meetings. The articles of
incorporation and bylaws provide that shareholder action can be taken only at an
annual or special meeting of shareholders and prohibit shareholder action by
written consent in lieu of a meeting. The bylaws provide that special meetings
of shareholders can be called only upon a written request by the chief executive
officer or a majority of the members of the board of directors. Shareholders are
not permitted to call a special meeting or to require that the board of
directors call a special meeting.
The provisions of the articles of incorporation and the bylaws prohibiting
shareholder action by written consent may have the effect of delaying
consideration of a shareholder proposal, including a shareholder proposal that a
majority of shareholders believes to be in the best interest of CDI, until the
next annual meeting unless a special meeting is called. These provisions would
also prevent the holders of a majority of the Voting Stock from unilaterally
using written consents to take shareholder action. Moreover, a shareholder could
not force shareholder consideration of a proposal over the opposition of the
board of directors by calling a special meeting of shareholders prior to the
time a majority of the board of directors believes such consideration to be
appropriate.
Amendment of Certain Provisions of the Articles of Incorporation and
Bylaws. Under the Minnesota Business Corporation Act (the "MBCA"), the
shareholders have the right to adopt, amend or repeal the bylaws and, with the
approval of the board of directors, the articles of incorporation. The articles
of incorporation provide that the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class, and in addition to any other vote required by the
articles of incorporation or bylaws, is required to amend provisions of the
articles of incorporation or bylaws relating to:
- the prohibition of shareholder action without a meeting,
- the prohibition of shareholders calling a special meeting,
- the number, election and term of CDI's directors,
- the removal of directors or
- fixing a quorum for meetings of shareholders.
The vote of the holders of a majority of the voting power of the then
outstanding shares of Voting Stock is required to amend all other provisions of
the articles of incorporation. The bylaws further provide that the bylaws may be
amended by the board of directors. These super-majority voting requirements will
have the effect of making more difficult any amendment by shareholders of the
bylaws or of any of the provisions of the articles of incorporation described
above, even if a majority of CDI's shareholders believes that such amendment
would be in their best interests.
Anti-takeover Legislation. As a public corporation, CDI is governed by the
provisions of Section 302A.673 of the MBCA. This anti-takeover provision may
eventually operate to deny shareholders the receipt of a premium on their common
stock and may also have a depressive effect on the market price of our common
stock. Section 302A.673 prohibits a public corporation from engaging in a
"business combination" with an "interested shareholder" for a period of four
years after the date of the transaction in which the person became an interested
shareholder, unless the business combination is approved by a
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committee of all of the disinterested members of the board of directors of CDI
before the interested shareholder's share acquisition date. COFLEXIP is excluded
from this prohibition pursuant to a written agreement with CDI. A "business
combination" includes mergers, asset sales and other transactions. An
"interested shareholder" is a person who is the beneficial owner of 10% or more
of the corporation's Voting Stock. Reference is made to the detailed terms of
Section 302A.673 of the MBCA.
LIMITATION ON DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
The articles of incorporation contain a provision that eliminates, to the
extent currently allowed under the MBCA, the personal monetary liability of a
director to CDI and its shareholders for breach of fiduciary duty of care as a
director, except in certain circumstances. If a director were to breach such
fiduciary duty of care in performing duties as a director, neither CDI nor its
shareholders could recover monetary damages from the director, and the only
course of action available to CDI's shareholders would be equitable remedies,
such as an action to enjoin or rescind a transaction involving a breach of the
fiduciary duty of care. To the extent certain claims against directors are
limited to equitable remedies, this provision of the articles of incorporation
may reduce the likelihood of derivative litigation and may discourage
shareholders or management from initiating litigation against directors for
breach of their fiduciary duty of care. Additionally, equitable remedies may not
be effective in many situations. If a shareholder's only remedy is to enjoin the
completion of the board of directors' action, this remedy would be ineffective
if the shareholder does not become aware of a transaction or event until after
it has been completed. In such a situation, such shareholder would not have
effective remedy against the directors.
Our bylaws require us to indemnify directors and officers to the fullest
extent permitted under Minnesota law. The MBCA provides that a corporation
organized under Minnesota law shall indemnify any director, officer, employee or
agent of the corporation made or threatened to be made a party to a proceeding,
by reason of the former or present official capacity (as defined in the MBCA) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceedings if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 of the MBCA contains detailed terms regarding such rights of
indemnification and reference is made thereto for a complete statement of such
indemnification rights.
All of the foregoing indemnification provisions include statements that
such provisions are not to be deemed exclusive of any other right to indemnity
to which a director or officer may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Norwest Bank
Minnesota, N.A.
SELLING SHAREHOLDERS
In addition to covering the offering of common stock by us, this prospectus
covers the offering for resale of common stock by selling shareholders. This
includes shares owned by our largest shareholder COFLEXIP should COFLEXIP decide
to sell some or all of its shares. The applicable prospectus supplement will set
forth, with respect to each selling shareholder,
- the name of the selling shareholder,
- the nature of any position, office or other material relationship which
the selling shareholder will have had during the prior three years with
Cal Dive or any of its predecessors or affiliates,
- the number of shares of common stock owned by the selling shareholder
prior to the offering,
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- the number of shares to be offered for the selling shareholder's account
and
- the number of shares and (if one percent or more) the percentage of
common stock to be owned by the selling shareholder after completion of
the offering.
The selling shareholders may include or consist of, from time to time, such
underwriters and/or other persons with whom we may enter into standby
arrangements from time to time as described under "Plan of Distribution".
PLAN OF DISTRIBUTION
DISTRIBUTIONS BY CAL DIVE
We may sell common stock to one or more underwriters for public offering
and sale by them. We also may sell common stock directly to investors or to
other purchasers or through dealers or agents. We will name any underwriter,
dealer or agent involved in the offer and sale of the common stock in the
applicable prospectus supplement.
We may distribute common stock from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices or at negotiated prices. We may sell common stock under this
prospectus from time to time in one or more transactions on the Nasdaq National
Market or in negotiated transactions or a combination of these methods.
In connection with distributions of common stock, we may enter into hedging
transactions with broker-dealers through which those broker-dealers may sell
common stock registered hereunder in the course of hedging, through short sales,
the positions they assume with us.
In connection with the sale of common stock, we may compensate
underwriters, dealers or agents or purchasers of common stock may compensate
their agents, in the form of discounts, concessions or commissions. Underwriters
may sell common stock to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in a distribution of
common stock may be deemed to be underwriters, and any discounts or commissions
received by them from us (along with any profit on the resale of common stock by
them) may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter, dealer or agent will be identified, and
any such compensation we pay will be described, in the applicable prospectus
supplement. Unless otherwise indicated in the applicable prospectus supplement,
any agent will be acting on a best efforts basis and any dealer will purchase
common stock as a principal, and may then resell that common stock at varying
prices to be determined by the dealer.
We may enter into agreements to provide indemnification and contribution to
underwriters, dealers and agents who participate in a distribution of common
stock against certain civil liabilities, including liabilities under the
Securities Act, and to reimburse those underwriters, dealers and agents for
certain expenses.
If we so indicate in the applicable prospectus supplement, we will
authorize agents and underwriters or dealers to solicit offers by certain
purchasers to purchase offered common stock from us, at the public offering
price set forth in the applicable prospectus supplement, pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. These contracts will be subject only to those conditions set forth in
the applicable prospectus supplement, and the applicable prospectus supplement
will set forth the commission payable for solicitation of offers.
Certain underwriters, dealers or agents and their associates may engage in
transactions with and perform services for us in the ordinary course of
business.
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DISTRIBUTION BY SELLING SHAREHOLDERS
Selling shareholders may distribute common stock from time to time in one
or more transactions (which may involve block transactions) on the Nasdaq
National Market, in the over-the-counter market, in transactions otherwise than
on the Nasdaq National Market or in the over-the-counter market or in a
combination of any of these transactions. Selling shareholders may sell common
stock at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices or at fixed prices. The selling
shareholders may from time to time offer their common stock through
underwriters, brokers, dealers or agents, who may receive compensation in the
form of underwriting discounts, commissions or concessions from the selling
shareholders and/or the purchasers of the common stock for whom they act as
agent. From time to time the selling shareholders may engage in short sales,
short sales against the box, puts and calls and other transactions in securities
of Cal Dive, or derivatives thereof, and may sell and deliver their shares in
connection therewith. In addition, the selling shareholders may from time to
time sell their common stock in transactions permitted by Rule 144 under the
Securities Act.
As of the date of this prospectus, we have engaged no underwriter, broker,
dealer or agent in connection with any distribution of common stock pursuant to
this prospectus by the selling shareholders. To the extent required, the amount
of common stock to be sold, the purchase price, the name of any applicable
agent, broker, dealer or underwriter and any applicable commissions with respect
to a particular offer will be set forth in the applicable prospectus supplement.
The aggregate net proceeds to the selling shareholders from the sale of their
common stock offered hereby will be the sale price of those shares, less any
commissions, if any, and other expenses of issuance and distribution not borne
by us.
The selling shareholders and any brokers, dealers, agents or underwriters
that participate with the selling shareholders in a distribution of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts and commissions
under the Securities Act.
The applicable prospectus supplement will set forth the extent to which we
will have agreed to bear fees and expenses of the selling shareholders in
connection with the registration of the common stock being offered hereby by
them. We may, if so indicated in the applicable prospectus supplement, agree to
indemnify selling shareholders against certain civil liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement, certain legal
matters with respect to the validity of the common stock will be passed upon for
Cal Dive by our Senior Vice President and General Counsel, Andrew C. Becher, and
certain other legal matters will be passed upon for Cal Dive by Fulbright &
Jaworski L.L.P., Houston, Texas. As of August 25, 2000, lawyers at Fulbright &
Jaworski L.L.P. working on this offering owned 1,000 shares of our common stock.
Any underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The estimated reserve evaluations and related calculations of Miller and
Lents, Ltd. incorporated by reference in this prospectus and elsewhere in this
registration statement have been included herein and therein in reliance upon
the authority of said firm as an expert in petroleum engineering.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect those reports, proxy statements
and other information at the Public Reference Section of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the SEC at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. You may also obtain copies of those materials from the
Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. Our common stock is listed on the Nasdaq
National Market. Reports, proxy and information statements and other information
concerning CDI can also be inspected at the Nasdaq National Market at 1735 K
Street, N.W., Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 covering
the common stock offered by this prospectus. This prospectus is only a part of
the registration statement and does not contain all of the information in the
registration statement. For further information on us and the common stock being
offered, please review the registration statement and the exhibits that are
filed with it, as the same may be amended or supplemented from time to time.
Statements made in this prospectus that describe documents may not necessarily
be complete. We recommend that you review the documents that we have filed with
the registration statement to obtain a more complete understanding of those
documents.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
The following documents that we have filed with the SEC (File No. 0-22739)
are incorporated by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999; and
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed to be incorporated in this prospectus by reference and will be a part of
this prospectus from the date of the filing of the document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not constitute a
part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 400 N.
Sam Houston Parkway E., Suite 400, Houston, Texas 77060, Attention: Secretary
(telephone number: (281) 618-0400).
9
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the Securities covered by this Registration Statement. All
of the expenses will be borne by the Company except as otherwise indicated.
<TABLE>
<S> <C>
Registration fee under the Securities Act................... $ 56,192.40
Printing and engraving expenses............................. 150,000.00*
Legal fees and expenses..................................... 250,000.00*
Accounting fees and expenses................................ 50,000.00*
Miscellaneous............................................... 3,807.60*
-----------
Total............................................. $510,000.00*
</TABLE>
---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Minnesota Statutes Section 302A.521 provides that a corporation organized
under Minnesota law shall indemnify any director, officer, employee or agent of
the corporation made or threatened to be made a party to a proceeding, by reason
of the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceedings if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such rights of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Reference is made to any underwriting agreement filed by amendment or to be
incorporated by reference from a periodic report filed hereafter in connection
with or prior to any offering of common stock for a description of
indemnification arrangements related to that offering.
Insofar as indemnification for liabilities arising under the Securities Act
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
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 and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
*1.1 -- Form of Underwriting Agreement for common stock.
3.1 -- Amended and Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit 3.1 to the
Form S-1 Registration Statement filed by the Company on
May 1, 1997, as amended (Reg. No. 333-26357) (the "Form
S-1").
3.2 -- Bylaws of the Company, incorporated by reference to
Exhibit 3.2 to the Form S-1.
4.1 -- Amended and Restated Loan and Security Agreement by and
among the Company, ERT and Fleet Capital Corporation
(f/n/a Shawmut Capital Corporation) dated as of May 23,
1995, incorporated by reference to Exhibit 4.1 to the
Form S-1.
</TABLE>
II-1
<PAGE> 14
<TABLE>
<S> <C>
4.2 -- Amendment No. 5 to Loan, incorporated by reference to Exhibit 4.2 to the Form S-1.
4.3 -- Form of Common Stock certificate, incorporated by reference to Exhibit 4.3 to the Form
S-1.
4.4 -- Shareholders Agreement by and among the Company, COFLEXIP, First Reserve Secured Energy
Assets Fund, First Reserve Fund V, First Reserve Fund V-2, First Reserve Fund VI, (the
"First Reserve Shareholders"), Messrs. Kratz and Nelson and other shareholders of the
Company incorporated by reference to Exhibit 4.4 to the Form S-1.
4.5 -- Registration Rights Agreement by and between the Company, the First Reserve
Shareholders, Messrs. Kratz and Nelson and other shareholders of the Company
incorporated by reference to Exhibit 4.5 to the Form S-1.
4.6 -- Registration Rights Agreement by and between the Company and COFLEXIP incorporated by
reference to Exhibit 4.6 to the Form S-1.
**5.1 -- Opinion of Andrew C. Becher.
10.1 -- Purchase Agreement dated April 11, 1997 by and between COFLEXIP and the Company
incorporated by reference to Exhibit 10.1 to the Form S-1.
**10.2 -- 2000 Annual Incentive Compensation Program.
10.3 -- 1995 Long Term Incentive Plan, as amended, incorporated by reference to Exhibit 10.3 to
the Form S-1.
10.4 -- Employment Agreement between Owen Kratz and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (the "1998 Form 10-K").
10.5 -- Employment Agreement between Martin R. Ferron and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.6 to the 1998 Form 10-K.
10.6 -- Employment Agreement between S. James Nelson and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.7 to the 1998 Form 10-K.
10.7 -- Employment Agreement between Louis L. Tapscott and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.8 to the 1998 Form 10-K.
***10.8 -- Form of Conveyance Agreement between the Company and OKCD Investments, Ltd.
21.1 -- Subsidiaries of the Registrant. The Company has four subsidiaries, Energy Resource
Technologies, Inc., Cal Dive Offshore, Ltd., Aquatica, Inc. and Cal Dive I -- Title XI,
Inc.
**23.1 -- Consent of Arthur Andersen LLP.
**23.2 -- Consent of Miller and Lents, Ltd.
**23.3 -- Consent of Andrew C. Becher (included in Exhibit 5.1).
**24.1 -- Powers of Attorney from members of the Board of Directors and certain officers of the
registrant.
</TABLE>
---------------
* To be filed by amendment or to be incorporated by reference from a periodic
or current report filed hereafter in connection with or prior to an offering
of common stock.
** Previously filed.
*** Filed herewith.
II-2
<PAGE> 15
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
- To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
- to include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
- 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; and
- 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 the undertakings set forth in the previous two
clauses do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Company pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
- 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.
- 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.
- That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company'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.
- That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Company 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.
- That, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cal Dive
International, Inc. 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on August 28, 2000.
CAL DIVE INTERNATIONAL, INC.
By: /s/ S. JAMES NELSON, JR.
----------------------------------
S. James Nelson, Jr.
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated on August 28, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ OWEN KRATZ Chairman, Chief Executive Officer and
----------------------------------------------------- Director (principal executive officer)
Owen Kratz
* MARTIN R. FERRON President, Chief Operating Officer and
----------------------------------------------------- Director
Martin R. Ferron
* S. JAMES NELSON, JR. Executive Vice President, Chief Financial
----------------------------------------------------- Officer and Director (principal financial
S. James Nelson, Jr. officer)
* A. WADE PURSELL Vice President -- Finance (principal
----------------------------------------------------- accounting officer)
A. Wade Pursell
* GORDON F. AHALT Director
-----------------------------------------------------
Gordon F. Ahalt
* BERNARD J. DUROC-DANNER Director
-----------------------------------------------------
Bernard J. Duroc-Danner
* CLAIRE GIRAULT Director
-----------------------------------------------------
Claire Girault
* ALINE F. MONTEL Director
-----------------------------------------------------
Aline F. Montel
* KEVIN WOOD Director
-----------------------------------------------------
Kevin Wood
*By: /s/ ANDREW C. BECHER
------------------------------------------------
Andrew C. Becher
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
10.8 Form of Conveyance Agreement between the Company and OKCD
Investments, Ltd.
</TABLE>
