As filed with the Securities and Exchange Commission on July 9, 1998.
Registration No. 333-___________
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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CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 95-3409686
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060
(Address of principal executive offices, including zip code)
CAL DIVE INTERNATIONAL, INC.
AMENDED 1995 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
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
(281) 618-0400
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE (2) PRICE (2) FEE
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Common Stock, 1,454,483 shares $26 7/8 $39,089,230 $11,531.32
No par value
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(1) Represents the maximum number of shares of Common Stock of the Registrant
which could be purchased of stock set aside for issuance under
(2) Pursuant to Rule 457(c), the per share price is estimated, solely for the
purpose of determining the registration fee, based upon the average of the
high and low prices for such common stock on July 8, 1998 as reported on
The Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Cal Dive International, Inc.
(the "Company") (File No. 0-22739) with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and are
incorporated by reference herein:
a. The Company's latest annual report, filed pursuant to Sections 13(a) or
15(d) of the Exchange Act.
b. All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company's latest annual report on Form 10-K.
c. The descriptions of the Company's capital stock contained in the Company's
Registration Statement on Form S-1 (Registration No. 333-50751).
All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining to be sold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Andrew C. Becher, Senior Vice President and General Counsel of the
Company, hold options to purchase 100,000 shares of Common Stock at an exercise
price of $4.50.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7 of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Minnesota
Statutes, Section 302A.521, as now enacted or hereafter amended.
In addition, as allowed by Minnesota Statutes, Section 302A.251, Article
IX of the Company's 1997 Amended and Restated Articles of Incorporation provides
that a director of the Company shall not be
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personally liable to the Company or its stockholders for monetary damages for
certain types of breaches of fiduciary duty as a director.
Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and provides
for payment to the Company of costs incurred by it in indemnifying its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on Form
S-8:
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Andrew C. Becher, Senior Vice President and General
Counsel, Cal Dive International, Inc., as to the legality of Common
Stock of the Company (filed electronically herewith)
23.1 Consent of Arthur Andersen LLP (filed electronically herewith)
23.2 Consent of Andrew C. Becher, Senior vice President and General
Counsel, Cal Dive International. Inc. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page and filed
electronically herewith)
99.2 Amended 1995 Incentive Compensation Plan (filed electronically
herewith)
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
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
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set forth in the 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 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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) STATEMENT REQUIRED BY ITEM 512(H) IN CONNECTION WITH FILING OF REGISTRATION
STATEMENT ON FORM S-8.
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 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 July 6, 1998.
CAL DIVE INTERNATIONAL, INC.
By /s/ OWEN KRATZ
Owen Kratz
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned directors and officers of Cal Dive International,
Inc., do hereby severally constitute and appoint Owen Kratz and Andrew C.
Becher, and each of them singly, our true and lawful attorneys and agents, to do
any and all things and acts in our names in the capacities indicated below and
to execute any and all instruments for us and in our names in the capacities
indicated below which said Owen Kratz or Andrew C. Becher, or either of them,
may deem necessary or advisable to enable Cal Dive International, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of Common Stock,
including specifically, but not limited to, power and authority to sign for us
or any of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that Owen Kratz and Andrew C.
Becher, or either of them, shall 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 and on the dates indicated.
SIGNATURE TITLE DATE
/s/ OWEN KRATZ Chairman, Chief Executive Officer, June 30, 1998
Owen Kratz and Director
/s/ S. JAMES NELSON Executive Vice President and Chief June 30, 1998
S. James Nelson Financial Officer
/s/ A. WADE PURSELL Chief Accounting Officer June 30, 1998
A. Wade Pursell
/s/ GORDON F. AHALT Director June 30, 1998
Gordon F. Ahalt
/s/ WILLIAM E. MACAULAY Director June 30, 1998
William E. Macaulay
/s/ DAVID H. KENNEDY Director June 30, 1998
David H. Kennedy
___________________ Director June 30, 1998
Thomas M. Ehret
___________________ Director June 30, 1998
Jean-Bernard Fay
___________________ Director June 30, 1998
Kenneth Hulls
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