As filed with the Securities and Exchange Commission on December 22, 2008

File No.      

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

 

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)

 

 

 

 

 

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:

 

 

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):

 

(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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

None.

 

 

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.

 

 

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.

 

 

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.

 

 

None.

 

 

(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.

 

(b) Exhibits.  The following exhibits are furnished as exhibits hereto:

 

 

 

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 December 22, 2008.

 

PRIDE SPINCO, INC.

 

Randall D. Stilley

President and Chief Executive Officer

INDEX TO EXHIBITS