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As filed with the Securities and Exchange Commission on May 31, 2011
Registration No. 333-168053
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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76-0069030
(I.R.S. Employer Identification Number) |
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5847 San Felipe, Suite 3300
Houston, Texas
(Address of Principal Executive Offices)
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77057
(Zip Code) |
PRIDE INTERNATIONAL, INC. 2007 LONG-TERM INCENTIVE PLAN
PRIDE INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
David A. Armour
President
Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
(713) 789-1400
(Name, address and telephone number of agent for service)
with a copy to:
Roger W. Bivans
Baker & McKenzie LLP
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
EXPLANATORY NOTE: REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-168053)
(the Registration Statement) of Pride International, Inc. (the Company), which was originally
filed on July 9, 2010 is being filed to deregister unsold shares of common stock, par value $0.01
per share, of the Company (including associated rights to purchase preferred stock) which were
originally reserved for issuance under the Pride International, Inc. 2007 Long-Term Incentive Plan
and the Pride International, Inc. Employee Stock Purchase Plan.
On May 31, 2011, Ensco plc (Ensco) and the Company consummated the merger of ENSCO Ventures LLC,
an indirect, wholly-owned subsidiary of Ensco (Merger Sub), with and into the Company, with the
Company surviving the merger as an indirect, wholly-owned subsidiary of Ensco, pursuant to that
certain Agreement and Plan of Merger dated as of February 6, 2011, as amended, by and among Ensco,
the Company, ENSCO International Incorporated, an indirect, wholly-owned subsidiary of Ensco, and
Merger Sub.
Pursuant to the undertakings contained in Part II of the Registration Statement, the Company is
removing from registration, by means of this Post-Effective Amendment No. 1 to the Registration
Statement, any of the securities registered under the Registration Statement which have not been
sold or otherwise issued as of the date of the filing of this Post-Effective Amendment No. 1 to the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 31, 2011.
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PRIDE INTERNATIONAL, INC |
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By:
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/s/ David A. Armour
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David A. Armour |
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President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed on May 31, 2011, by the following persons in the capacities indicated below.
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/s/ David A. Armour |
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David A. Armour |
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President |
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(Principal Executive Officer) |
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/s/ Tom L. Rhoades |
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Tom L. Rhoades |
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Vice President and Treasurer |
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(Principal Financial Officer and Principal Accounting Officer) |