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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)
 
 
 
 
     
Delaware
(State or other jurisdiction
of incorporation or organization)
  90-0431585
(I.R.S. Employer
Identification No.)
 
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:
 
     
Title of Each Class Registered
  Name of Each Exchange on Which Such Class will be Registered
 
Common Stock, par value $.01 per share
  [To be determined]
Preferred Stock Purchase Rights
  [To be determined]
 
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):
 
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(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.
 
ITEM 1.   BUSINESS
 
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.
 
ITEM 1A.   RISK FACTORS
 
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.
 
ITEM 2.   FINANCIAL INFORMATION
 
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.
 
ITEM 3.   PROPERTIES
 
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.
 
ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
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.
 
ITEM 5.   DIRECTORS AND EXECUTIVE OFFICERS
 
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.
 
ITEM 6.   EXECUTIVE COMPENSATION
 
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.
 
ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
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.   LEGAL PROCEEDINGS
 
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.
 
ITEM 9.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
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.
 
ITEM 10.   RECENT SALES OF UNREGISTERED SECURITIES
 
None.
 
ITEM 11.   DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
 
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.
 
ITEM 12.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
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.
 
ITEM 13.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
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.
 
ITEM 14.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 15.   FINANCIAL STATEMENTS AND EXHIBITS
 
(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.


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(b) Exhibits.  The following exhibits are furnished as exhibits hereto:
 
         
Exhibit
   
Number
 
Description
 
  2 .1*   Form of Master Separation Agreement
  3 .1*   Certificate of Incorporation of the registrant
  3 .2*   Bylaws of the registrant
  3 .3*   Form of Rights Agreement
  4 .1*   Specimen certificate for shares of common stock, par value $.01 per share, of the registrant
  10 .1*   Form of Transition Services Agreement
  10 .2*   Form of Tax Sharing Agreement
  10 .3*   Form of Employee Matters Agreement
  10 .4†**   Randall D. Stilley Employment Agreement
  10 .5†**   Steven A. Manz Employment Agreement
  10 .6†**   Alejandro Cestero Employment Agreement
  10 .7†**   Oscar A. German Employment Agreement
  21 .1*   List of subsidiaries of the registrant
  99 .1**   Preliminary Information Statement
 
 
* To be filed by amendment.
 
** Filed herewith.
 
Compensatory plan or agreement.


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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.
 
  By: 
/s/  Randall D. Stilley
Randall D. Stilley
President and Chief Executive Officer


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INDEX TO EXHIBITS
 
         
Exhibit
   
Number
 
Description
 
  2 .1*   Form of Master Separation Agreement
  3 .1*   Certificate of Incorporation of the registrant
  3 .2*   Bylaws of the registrant
  3 .3*   Form of Rights Agreement
  4 .1*   Specimen certificate for shares of common stock, par value $.01 per share, of the registrant
  10 .1*   Form of Transition Services Agreement
  10 .2*   Form of Tax Sharing Agreement
  10 .3*   Form of Employee Matters Agreement
  10 .4†**   Randall D. Stilley Employment Agreement
  10 .5†**   Steven A. Manz Employment Agreement
  10 .6†**   Alejandro Cestero Employment Agreement
  10 .7†**   Oscar A. German Employment Agreement
  21 .1*   List of subsidiaries of the registrant
  99 .1**   Preliminary Information Statement
 
 
* To be filed by amendment.
 
** Filed herewith.
 
Compensatory plan or agreement.


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