424B3 1 h01771e424b3.txt PRIDE INTERNATIONAL, INC. - REG. NO. 333-89604 Filed Pursuant to Rule 424(b)(3) Registration No. 333-89604 PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED AUGUST 29, 2002) [PRIDE LOGO] $300,000,000 2 1/2% Convertible Senior Notes Due 2007 and Common Stock Issuable Upon Conversion of the Notes This document supplements our prospectus dated August 29, 2002, as supplemented to date (the "prospectus"), relating to $300,000,000 aggregate principal amount of our 2 1/2% Convertible Senior Notes Due 2007 and the common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the accompanying prospectus, which is to be delivered by selling securityholders to prospective purchasers along with this prospectus supplement. The information in the following table supplements the information under the caption "Selling Security Holders" in the prospectus.
PRINCIPAL AMOUNT OF NUMBER OF SHARES NOTES BENEFICIALLY PERCENTAGE OF OF COMMON STOCK PERCENTAGE OF OWNED THAT MAY NOTES THAT COMMON STOCK NAME BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING (1) ---- ------- ----------- ----------- --------------- California Public Employees Retirement System (2).............................. $ 3,000,000 1.0% 181,708 *
--------------------- * Less than 1% (1) Calculated using 152,612,798 shares of common stock outstanding as of November 8, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of the notes currently outstanding. (2) California Public Employees Retirement System also beneficially owns 657,200 shares of common stock. INVESTING IN THE NOTES AND THE COMMON STOCK ISSUABLE UPON THEIR CONVERSION INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS. 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 SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus supplement is December 3, 2002.