AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002
REGISTRATION NO. 333-44925
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
PRIDE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<Table>
5847 SAN FELIPE, SUITE 3300
DELAWARE HOUSTON, TEXAS 77057 76-0069030
(STATE OR OTHER JURISDICTION OF (713) 789-1400 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE IDENTIFICATION NO.)
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
</Table>
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, INC.
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(713) 789-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING 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. [ ]
This Post-Effective Amendment is being filed pursuant to Rule 414
under the Securities Act by Pride International, Inc., a Delaware corporation
("Pride" or the "Company"), as successor to Pride International, Inc., a
Louisiana corporation ("Old Pride"). Pride hereby expressly adopts the
Registration Statement of Old Pride on Form S-3 (Registration No. 333-40014) as
its own Registration Statement for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended.
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.
================================================================================
EXPLANATORY NOTE
Old Pride filed a Registration Statement on Form S-3 (Registration No.
333-44925), as amended and as declared effective on March 28, 1998 (the
"Registration Statement"), to register its debt securities and shares of its
common stock and preferred stock to be issued from time to time pursuant to Rule
415 under the Securities Act. On September 13, 2001, Old Pride merged with and
into Pride pursuant to the Agreement and Plan of Merger, dated as of May 23,
2001, among Pride, Old Pride, Marine Drilling Companies, Inc. and AM Merger Inc.
Pride, as successor to Old Pride, is filing this Post-Effective Amendment No. 2
to the Registration Statement pursuant to Rule 414 under the Securities Act.
Contemporaneously with the filing hereof, Pride is filing Post-Effective
Amendment No. 2 to the Registration Statement of Old Pride on Form S-3
(Registration No. 333-40014) pursuant to Rule 414 under the Securities Act and
is including therein a combined prospectus relating to this Registration
Statement pursuant to Rule 429(b) under the Securities Act.
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., a Delaware corporation ("Pride"), in connection with the
offering described in this Registration Statement.
<Table>
Registration fee..................................... $ 147,500
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........................................ 20,500
---------
Total........................................... $ 425,000
=========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. Pride expects
to maintain policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.
Article Seventh of the Certificate of Incorporation of Pride eliminates
the personal liability of each director of Pride to Pride and its stockholders
for monetary damages for breach of fiduciary duty as a director; provided,
however, that such provision does not eliminate or limit the liability of a
director (i) for any breach of such director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Title 8, Section 174 of the Delaware General Corporation Law, as the same exists
or as such provision may hereafter be amended, supplemented or replaced, or (iv)
for any transactions from which such director derived an improper personal
benefit.
The Bylaws of Pride provide that Pride will indemnify and hold
harmless, to the fullest extent permitted by applicable law in effect as of the
date of the adoption of the Bylaws and to such greater extent as applicable law
may
II-1
thereafter permit, any person who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, officer, employee, agent or
fiduciary of (i) Pride, (ii) any predecessor of Pride, (iii) Pride Oil Well
Service Company, a Texas corporation ("Pride Oil Well"), (iv) Pride
International, Inc., a Louisiana corporation ("Old Pride"), (v) Marine Drilling
Companies, Inc., a Texas corporation ("Marine"), (vi) any subsidiary of Pride,
Pride Oil Well, Old Pride or Marine or (vii) any other corporation, partnership,
limited liability company, association, joint venture, trust, employee benefit
plan or other enterprise which the person is or was serving at the request of
Pride ("corporate status") against any and all losses, liabilities, costs,
claims, damages and expenses actually and reasonably incurred by him or on his
behalf by reason of his corporate status.
The Bylaws further provide that Pride will pay the expenses reasonably
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses will be made only upon receipt
of (i) a written undertaking executed by or on behalf of the person to be
indemnified to repay all amounts advanced if it should be ultimately determined
that the person is not entitled to be indemnified by Pride and (ii) satisfactory
evidence as to the amount of such expenses.
ITEM 16. EXHIBITS.+
<Table>
<Caption>
Exhibit No. Description of Exhibit
----------- ----------------------
*2.1 Agreement and Plan of Merger, dated as of May 23,
2001, among Pride, Old Pride, Marine and AM
Merger, Inc. ("AM Merger") (incorporated by
reference to Annex A to the Joint Proxy
Statement/Prospectus included in the Registration
Statement of Old Pride and Pride on Form S-4
(Registration Nos. 333-66644 and 333-66644-01)
(the "Registration Statement")).
*2.2 Letter Agreement, dated as of August 3, 2001,
among Pride, Old Pride, Marine and AM Merger
(incorporated by reference to Exhibit 2.2 to the
Current Report of Pride on Form 8-K filed with the
Commission on September 28, 2001, File No. 1-13289
(the "Form 8-K")).
*4.1 Form of Pride Common Stock Certificate
(incorporated by reference to Exhibit 4.13 to the
Registration Statement).
*4.2 Certificate of Incorporation of Pride
(incorporated by reference to Annex D to the Joint
Proxy Statement/Prospectus included in the
Registration Statement).
*4.3 By-laws of Pride (incorporated by reference to
Annex E to the Joint Proxy Statement/Prospectus
included in the Registration Statement).
*4.4 Rights Agreement dated as of September 13, 2001
between Pride and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Form 8-K).
*4.5 Certificate of Designations of Series A Junior
Participating Preferred Stock of Pride.
(incorporated by reference to Exhibit 4.3 to the
Form 8-K).
*4.6 Indenture, dated as of May 1, 1997, between Pride
and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as trustee (the "Senior Trustee")
(incorporated by reference to Exhibit 4.1 to
Pride's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, File Nos. 0-16961
and 1-13289 (the "Form 10-Q")).
</Table>
II-2
<Table>
<Caption>
Exhibit No. Description of Exhibit
----------- ----------------------
*4.7 Fourth Supplemental Indenture, dated as of
September 10, 2001, between Pride and the Senior
Trustee (incorporated by reference to Exhibit 4.4
to the Form 8-K).
*4.8 Indenture, dated as of April 1, 1998, between
Pride and HSBC Bank USA (formerly named Marine
Midland Bank), as trustee (the "Subordinated
Trustee") (incorporated by reference to Exhibit
4.1 to the Form 10-Q).
*4.9 Second Supplemental Indenture, dated as of
September 10, 2001, between Pride and the
Subordinated Trustee (incorporated by reference to
Exhibit 4.5 to the Form 8-K).
**5.1 Opinion of Baker Botts L.L.P. as to the legality
of the securities.
**12.1 Statement of computation of ratio of earnings to
fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
**23.3 Consent of Baker Botts L.L.P. (included in Exhibit
5.1).
**24.1 Powers of Attorney.
**25.1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the Senior
Trustee on Form T-1.
**25.2 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the
Subordinated Trustee on Form T-1.
</Table>
- --------------------
+ Pride will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement or sales agency agreement relating to securities
offered hereby, (ii) the instruments setting forth the terms of any debt
securities or preferred stock, 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.
II-3
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
II-4
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.
(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.
II-5
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 April 24, 2002.
PRIDE INTERNATIONAL, INC.
By: /s/ Robert W. Randall
----------------------------------------------
Robert W. Randall
Vice President - General Counsel and Secretary
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 April 24, 2002.
<Table>
*
- ------------------------------------------------------ President, Chief Executive Officer
Paul A. Bragg and Director
(Principal Executive Officer)
*
- ------------------------------------------------------ Vice President and Chief Financial
Earl W. McNiel Officer
(Principal Financial and Accounting Officer)
*
- ------------------------------------------------------ Chairman of the Board
Robert L. Barbanell
*
- ------------------------------------------------------ Director
David A.B. Brown
*
- ------------------------------------------------------ Director
J.C. Burton
- ------------------------------------------------------ Director
David B. Robson
*
- ------------------------------------------------------ Director
Jorge E. Estrada M.
</Table>
II-6
<Table>
*
- ------------------------------------------------------ Director
William E. Macaulay
*
- ------------------------------------------------------ Director
Ralph D. McBride
*By: /s/ Robert W. Randall
- ------------------------------------------------------
Robert W. Randall
Attorney-in-fact
</Table>
II-7
INDEX TO EXHIBITS+
<Table>
<Caption>
Exhibit No. Description of Exhibit
----------- ----------------------
*2.1 Agreement and Plan of Merger, dated as of May 23,
2001, among Pride, Old Pride, Marine and AM
Merger, Inc. ("AM Merger") (incorporated by
reference to Annex A to the Joint Proxy
Statement/Prospectus included in the Registration
Statement of Old Pride and Pride on Form S-4
(Registration Nos. 333-66644 and 333-66644-01)
(the "Registration Statement")).
*2.2 Letter Agreement, dated as of August 3, 2001,
among Pride, Old Pride, Marine and AM Merger
(incorporated by reference to Exhibit 2.2 to the
Current Report of Pride on Form 8-K filed with the
Commission on September 28, 2001, File No. 1-13289
(the "Form 8-K")).
*4.1 Form of Pride Common Stock Certificate
(incorporated by reference to Exhibit 4.13 to the
Registration Statement).
*4.2 Certificate of Incorporation of Pride
(incorporated by reference to Annex D to the Joint
Proxy Statement/Prospectus included in the
Registration Statement).
*4.3 By-laws of Pride (incorporated by reference to
Annex E to the Joint Proxy Statement/Prospectus
included in the Registration Statement).
*4.4 Rights Agreement dated as of September 13, 2001
between Pride and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Form 8-K).
*4.5 Certificate of Designations of Series A Junior
Participating Preferred Stock of Pride.
(incorporated by reference to Exhibit 4.3 to the
Form 8-K).
*4.6 Indenture, dated as of May 1, 1997, between Pride
and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as trustee (the "Senior Trustee")
(incorporated by reference to Exhibit 4.1 to
Pride's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, File Nos. 0-16961
and 1-13289 (the "Form 10-Q")).
*4.7 Fourth Supplemental Indenture, dated as of
September 10, 2001, between Pride and the Senior
Trustee (incorporated by reference to Exhibit 4.4
to the Form 8-K).
*4.8 Indenture, dated as of April 1, 1998, between
Pride and HSBC Bank USA (formerly named Marine
Midland Bank), as trustee (the "Subordinated
Trustee") (incorporated by reference to Exhibit
4.1 to the Form 10-Q).
*4.9 Second Supplemental Indenture, dated as of
September 10, 2001, between Pride and the
Subordinated Trustee (incorporated by reference to
Exhibit 4.5 to the Form 8-K).
**5.1 Opinion of Baker Botts L.L.P. as to the legality
of the securities.
**12.1 Statement of computation of ratio of earnings to
fixed charges.
</Table>
II-8
<Table>
<Caption>
Exhibit No. Description of Exhibit
----------- ----------------------
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
**23.3 Consent of Baker Botts L.L.P. (included in Exhibit
5.1).
**24.1 Powers of Attorney.
**25.1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the Senior
Trustee on Form T-1.
**25.2 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the
Subordinated Trustee on Form T-1.
</Table>
- --------------------
+ Pride will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement or sales agency agreement relating to securities
offered hereby, (ii) the instruments setting forth the terms of any debt
securities or preferred stock, 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.
II-9