e10v12bza
As filed with the Securities and Exchange Commission on
February 17, 2009
File No. 001-34231
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
to
Form 10
GENERAL FORM FOR REGISTRATION
OF SECURITIES
PURSUANT TO SECTION 12(B)
OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF
1934
PRIDE SPINCO, 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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90-0431585
(I.R.S. Employer
Identification No.)
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5847 San Felipe, Suite 3300
Houston, Texas 77057
(713) 789-1400
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
Securities to be registered pursuant to Section 12(b) of
the Act:
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Title of Each Class Registered
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Name of Each Exchange on Which Such Class will be
Registered
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Common Stock, par value $.01 per share
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[To be determined]
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Preferred Stock Purchase Rights
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[To be determined]
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Securities to be registered pursuant to Section 12(g) of
the Act:
None.
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 o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
* The registrant is currently named Pride SpinCo, Inc.
Before the effective date of this registration statement, the
registrant will change its name.
INFORMATION
INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
This Registration Statement on Form 10 (the
“Form 10”) incorporates by reference information
contained in the information statement filed as
Exhibit 99.1 hereto (the “Information
Statement”). The cross-reference table below identifies
where the items required by Form 10 can be found in the
Information Statement.
The information required by this item is contained in the
sections entitled “Summary,” “Risk Factors,”
“Forward-Looking Information,” “The
Spin-Off,” “Capitalization,”
“Management’s Discussion and Analysis of Combined
Financial Condition and Results of Operations” and
“Business” in the Information Statement, and such
sections of the Information Statement are incorporated herein by
reference.
The information required by this item is contained in the
sections entitled “Risk Factors” and
“Forward-Looking Information” in the Information
Statement, and such sections of the Information Statement are
incorporated herein by reference.
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ITEM 2.
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FINANCIAL
INFORMATION
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The information required by this item is contained in the
sections entitled “Summary,”
“Capitalization,” “Selected Historical Combined
Financial Information,” “Unaudited Pro Forma Combined
Financial Information,” and “Management’s
Discussion and Analysis of Combined Financial Condition and
Results of Operations” in the Information Statement, and
such sections of the Information Statement are incorporated
herein by reference.
The information required by this item is contained in the
section entitled “Business — Properties” in
the Information Statement, and such section of the Information
Statement is incorporated herein by reference.
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ITEM 4.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
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The information required by this item is contained in the
section entitled “Management — Security Ownership
of Executive Officers and Directors” and “Security
Ownership of Certain Beneficial Owners” in the Information
Statement, and such section of the Information Statement is
incorporated herein by reference.
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ITEM 5.
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DIRECTORS
AND EXECUTIVE OFFICERS
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The information required by this item is contained in the
sections entitled “Management — Directors and
Executive Officers,” “Management — Board
Structure” and “Management — Board
Committees” in the Information Statement, and such sections
of the Information Statement are incorporated herein by
reference.
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ITEM 6.
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EXECUTIVE
COMPENSATION
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The information required by this item is contained in the
sections entitled “The Spin-Off — Treatment of
Stock-Based Awards,” “Management,” and
“Certain Relationships and Related Party
Transactions — Agreements Between Us and
Pride — Employee Matters Agreement” in the
Information Statement, and such sections of the Information
Statement are incorporated herein by reference.
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ITEM 7.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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The information required by this item is contained in the
sections entitled “Management’s Discussion and
Analysis of Combined Financial Condition and Results of
Operations,” “Management,” and “Certain
Relationships and Related Party Transactions” in the
Information Statement, and such sections of the Information
Statement are incorporated herein by reference.
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ITEM 8.
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LEGAL
PROCEEDINGS
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The information required by this item is contained in the
section entitled “Business — Legal
Proceedings” in the Information Statement, and such section
of the Information Statement is incorporated herein by reference.
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ITEM 9.
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MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
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The information required by this item is contained in the
sections entitled “Summary,” “The Spin-Off,”
“Dividend Policy,” and “Description of Capital
Stock,” in the Information Statement, and such sections of
the Information Statement are incorporated herein by reference.
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ITEM 10.
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RECENT
SALES OF UNREGISTERED SECURITIES
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None.
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ITEM 11.
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DESCRIPTION
OF REGISTRANT’S SECURITIES TO BE REGISTERED
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The information required by this item is contained in the
sections entitled “The Spin-Off,” “Dividend
Policy,” and “Description of Capital Stock” in
the Information Statement, and such sections of the Information
Statement are incorporated herein by reference.
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ITEM 12.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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The information required by this item is contained in the
section entitled “Indemnification of Directors and
Officers” in the Information Statement, and such section of
the Information Statement is incorporated herein by reference.
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ITEM 13.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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The information required by this item is contained in the
section entitled “Index to Financial Statements” in
the Information Statement, and such section of the Information
Statement is incorporated herein by reference.
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ITEM 14.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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None.
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ITEM 15.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a) Financial Statements. The information
required by this item is contained in “Index to Financial
Statements,” and such section of the Information Statement
is incorporated by reference herein.
2
(b) Exhibits. The following exhibits are
furnished as exhibits hereto:
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Exhibit
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Number
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Description
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2
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.1*
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Form of Master Separation Agreement
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3
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.1*
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Certificate of Incorporation of the registrant
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3
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.2*
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Bylaws of the registrant
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3
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.3*
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Form of Rights Agreement
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4
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.1*
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Specimen certificate for shares of common stock, par value $.01
per share, of the registrant
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10
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.1*
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Form of Transition Services Agreement
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10
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.2*
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Form of Tax Sharing Agreement
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10
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.3*
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Form of Employee Matters Agreement
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10
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.4†**
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Randall D. Stilley Employment Agreement
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10
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.5†**
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Steven A. Manz Employment Agreement
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10
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.6†**
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Alejandro Cestero Employment Agreement
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10
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.7†**
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Oscar A. German Employment Agreement
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21
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.1*
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List of subsidiaries of the registrant
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99
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.1**
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Preliminary Information Statement
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To be filed by amendment. |
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Filed herewith. |
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Compensatory plan or agreement. |
3
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 17,
2009.
PRIDE SPINCO, INC.
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By:
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/s/ Randall
D. Stilley
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Randall D. Stilley
President and Chief Executive Officer
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INDEX TO
EXHIBITS
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Exhibit
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Number
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Description
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2
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.1*
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Form of Master Separation Agreement
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3
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.1*
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Certificate of Incorporation of the registrant
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3
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.2*
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Bylaws of the registrant
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3
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.3*
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Form of Rights Agreement
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4
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.1*
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Specimen certificate for shares of common stock, par value $.01
per share, of the registrant
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10
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.1*
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Form of Transition Services Agreement
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10
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.2*
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Form of Tax Sharing Agreement
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10
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.3*
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Form of Employee Matters Agreement
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10
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.4†**
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Randall D. Stilley Employment Agreement
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10
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.5†**
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Steven A. Manz Employment Agreement
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10
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.6†**
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Alejandro Cestero Employment Agreement
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10
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.7†**
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Oscar A. German Employment Agreement
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21
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.1*
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List of subsidiaries of the registrant
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99
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.1**
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Preliminary Information Statement
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To be filed by amendment. |
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** |
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Filed herewith. |
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† |
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Compensatory plan or agreement. |
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