Edgar Filing: CAL DIVE INTERNATIONAL INC

As filed with the Securities and Exchange Commission on February 26, 2003.
Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CAL DIVE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MINNESOTA 95-3409686
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OF ORGANIZATION) IDENTIFICATION NO.)

400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)

A. WADE PURSELL
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CAL DIVE INTERNATIONAL, INC.
400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

JAMES LEWIS CONNOR, III ARTHUR H. ROGERS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL FULBRIGHT & JAWORSKI L.L.P.
CAL DIVE INTERNATIONAL, INC. 1301 MCKINNEY STREET
400 N. SAM HOUSTON PARKWAY E., SUITE 400 SUITE 5100
HOUSTON, TEXAS 77060 HOUSTON, TEXAS 77010
(281) 618-0400 (713) 651-5151

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered (1) Share (2) Price Registration Fee
--------------------------- -------------- --------- ----- ----------------

Common Stock, 7,486,907 Shares $ 17.33 $ 129,748,098.31 $ 10,496.63
no par value

1. The shares of Common Stock, no par value ("Common Stock"), of Cal Dive
International, Inc. that may be offered pursuant to this Registration
Statement consist of shares issuable upon conversion or redemption of
and as dividends upon shares of preferred stock, $0.01 par value per
share (collectively, the "Preferred Stock"), issuable under the First
Amended and Restated Agreement dated January 17, 2003, but effective as
of December 31, 2002, made by and between Cal Dive International, Inc.
and Fletcher International, Ltd. The number of shares of Common Stock
to be included in this Registration Statement is based on the number of
shares of Common Stock that we are contractually required to register
and includes the maximum number of shares of Common Stock issuable upon
redemption in full of the Preferred Stock, plus the number of shares
issuable at our option as dividends on the Preferred Stock. Pursuant to
Rule 416 under the Securities Act of 1933, this Registration Statement
also covers any shares of Common Stock issuable upon conversion or
redemption of or as dividends on the Preferred Stock by reason of stock
splits, stock dividends and other anti-dilution adjustments.

2. Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, based upon the average of the high and low reported sales prices
of the Common Stock for February 19, 2003.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

================================================================================

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
FLETCHER MAY NOT SELL SECURITIES PURSUANT TO THIS REGISTRATION STATEMENT UNTIL
THE REGISTRATION STATEMENT THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2003

PROSPECTUS

7,486,907 Shares
Common Stock
(no par value per share)

CAL DIVE INTERNATIONAL, INC.
400 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
(281) 618-0400

This prospectus covers the potential resale of up to 7,486,907 shares
of Common Stock of Cal Dive International, Inc., some or all of which could
potentially be issued to Fletcher International, Ltd. (including the entities
and persons described elsewhere in this prospectus, "Fletcher") pursuant to
rights of conversion or redemption, or in payment of quarterly dividends on
shares of preferred stock, issued or issuable under the First Amended and
Restated Agreement dated January 17, 2003, but effective as of December 31,
2002, made by and between Cal Dive International, Inc. and Fletcher
International, Ltd. (the "Agreement"), including, but not limited to, 25,000
shares of our Series A-1 Cumulative Convertible Preferred Stock, par value $0.01
per share, issued under the Agreement, and 30,000 shares of Preferred Stock
issuable upon Fletcher's exercise of rights under the Agreement. Some or all of
the Common Stock so issued may be sold from time to time in the market or in
other transactions by Fletcher. Fletcher may sell the shares of Common Stock
described in this prospectus in various ways and at different times, but it is
not required to sell any or all of these shares. We do not know if any of these
shares will ultimately be issued to Fletcher or whether any of them will be sold
pursuant to this prospectus. The price to the public for the shares and the
proceeds to Fletcher at any time will depend upon the terms of such sale. We
will not receive any of the proceeds from the sale of the Common Stock by
Fletcher, but we are bearing some of the expense of registration of the shares.
See "Plan of Distribution" beginning on page 8.

Our Common Stock is listed on the Nasdaq National Market System under
the symbol "CDIS." On February 19, 2003, the last reported sale price of our
Common Stock on the Nasdaq National Market System was $17.40.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD
CONSIDER BEFORE YOU INVEST IN OUR COMMON STOCK.

----------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

----------------

UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES TO "WE," "US,"
"OUR COMPANY" OR "THE COMPANY" IN THIS PROSPECTUS REFER COLLECTIVELY TO CAL DIVE
INTERNATIONAL, INC., A MINNESOTA CORPORATION, AND ITS SUBSIDIARIES.

----------------

THE DATE OF THIS PROSPECTUS IS ___________, 2003

TABLE OF CONTENTS

PAGE
----

About Cal Dive International, Inc. ....................................................................... 3
Risk Factors ............................................................................................. 3
Special Statement Regarding Forward-Looking Statements ................................................... 6
Use of Proceeds .......................................................................................... 6
The Selling Stockholder .................................................................................. 7
Plan of Distribution ..................................................................................... 8
Incorporation of Documents by Reference .................................................................. 13
Where You Can Find More Information ...................................................................... 14
Experts .................................................................................................. 14
Legal Matters ............................................................................................ 15

ABOUT CAL DIVE INTERNATIONAL, INC.

We are a leading energy services company specializing in subsea
construction and well operations. We operate primarily in the Gulf of Mexico
(Gulf), and recently in the North Sea, with services that cover the lifecycle of
an offshore oil or gas field. We believe we have a longstanding reputation for
innovation in our subsea construction techniques, equipment design and methods
of partnering with customers. Our current diversified fleet of 23 vessels and 19
remotely operated vehicles (ROVs) performs services that support drilling, well
completion, intervention, construction and decommissioning projects involving
pipelines, production platforms, risers and subsea production systems. We also
acquire interests in oil and gas properties and related production facilities as
part of our Production Partnering business. Our customers include major and
independent oil and gas producers, pipeline transmission companies and offshore
engineering and construction firms.

RISK FACTORS

There are various risks, described below, any one of which may
materially impact your investment in our company or may in the future, and, in
some cases, already do, materially affect us and our business, financial
condition, results of operations and could result in a partial or complete loss
of your stock. You should consider carefully these factors with respect to your
investment in our Common Stock. This section includes or refers to certain
forward-looking statements; you should read the explanation of the
qualifications and limitations on such forward-looking statements beginning on
page 6.

OUR BUSINESS IS ADVERSELY AFFECTED BY LOW OIL AND GAS PRICES AND BY THE
CYCLICALITY OF THE OIL AND GAS INDUSTRY.

Our business is substantially dependent upon the condition of the oil
and gas industry and, in particular, the willingness of oil and gas companies to
make capital expenditures for offshore exploration, drilling and production
operations. The level of capital expenditures generally depends on the
prevailing view of future oil and gas prices, which are influenced by numerous
factors affecting the supply and demand for oil and gas, including:

- worldwide economic activity,

- economic and political conditions in the Middle East and other
oil-producing regions,

- coordination by the Organization of Petroleum Exporting
Countries (OPEC),

- the cost of exploring for and producing oil and gas,

- the sale and expiration dates of offshore leases in the United
States and overseas,

- the discovery rate of new oil and gas reserves in offshore
areas,

- technological advances,

- interest rates and the cost of capital,

- environmental regulations, and

- tax policies.

The level of offshore construction activity has not increased despite
higher commodity prices in 2002. We cannot assure you that activity levels will
increase anytime soon. A sustained period of low drilling and production
activity or the return of lower commodity prices would likely have a material
adverse effect on our financial position and results of operations.

THE OPERATION OF MARINE VESSELS IS RISKY, AND WE DO NOT HAVE INSURANCE COVERAGE
FOR ALL RISKS.

Marine construction involves a high degree of operational risk.
Hazards, such as vessels sinking, grounding, colliding and sustaining damage
from severe weather conditions, are inherent in marine operations. These hazards
can cause personal injury or loss of life, severe damage to and destruction of
property and equipment, pollution or environmental damage and suspension of
operations. Damage arising from such occurrences may result in lawsuits
asserting large claims. We maintain such insurance protection as we deem
prudent, including Jones Act employee coverage, which is the maritime equivalent
of workers' compensation, and hull insurance on our vessels. We cannot assure
you that any such insurance will be sufficient or effective under all
circumstances or against all hazards to which we may be subject. A successful
claim for which we are not fully insured could have a material adverse effect on
us. Moreover, we cannot assure you that we will be able to maintain adequate
insurance in the future at rates that we consider reasonable. As a result of
market conditions, premiums and deductibles for certain of our insurance
policies have increased substantially, and could escalate further. In some
instances, certain insurance could become unavailable or available only for
reduced amounts of coverage. For example, insurance carriers are now requiring
broad exclusions for losses due to war risk and terrorist acts. As construction
activity moves into deeper water in the Gulf, construction projects tend to
become larger and more complex than shallow water projects. As a result, our
revenues and profits are increasingly dependent on our larger vessels. The
current insurance on our vessels, in some cases, is in amounts approximating
book value, which is less than replacement value. In the event of property loss
due to a catastrophic marine disaster, mechanical failure or collision,
insurance may not cover a substantial loss of revenues, increased costs and
other liabilities, and could have a material adverse effect on our operating
performance if we were to lose any of our large vessels.

OUR CONTRACTING BUSINESS DECLINES IN WINTER, AND BAD WEATHER IN THE GULF CAN
ADVERSELY AFFECT OUR OPERATIONS.

Marine operations conducted in the Gulf are seasonal and depend, in
part, on weather conditions. Historically, we have enjoyed our highest vessel
utilization rates during the summer and fall when weather conditions are
favorable for offshore exploration, development and construction activities. We
typically have experienced our lowest utilization rates in the first quarter. As
is common in the industry, we typically bear the risk of delays caused by some,
but not all, adverse weather conditions. Accordingly, our results in any one
quarter are not necessarily indicative of annual results or continuing trends.

IF WE BID TOO LOW ON A TURNKEY CONTRACT, WE SUFFER CONSEQUENCES.

A majority of our projects are performed on a qualified turnkey basis
where described work is delivered for a fixed price, and extra work, which is
subject to customer approval, is billed separately. The revenue, cost and gross
profit realized on a turnkey contract can vary from the estimated amount because
of changes in offshore job conditions, variations in labor and equipment
productivity from the original estimates, and the performance of others such as
alliance partners. These variations and risks inherent in the marine
construction industry may result in our experiencing reduced profitability or
losses on projects.

ESTIMATES OF OUR OIL AND GAS RESERVES, FUTURE CASH FLOWS AND ABANDONMENT COSTS
MAY BE SIGNIFICANTLY INCORRECT.

Our proved reserves at December 31, 2001, included the initial reserves
assigned to our ownership position in the Gunnison project, a Deepwater Gulf of
Mexico oil and gas field operated by Kerr-McGee Corporation. These initial
reserves constitute a significant portion of our reported proved reserves as of
that date. The reserves assigned to Gunnison were not generated by our reservoir
engineers, as we do not own the seismic data for the three fields that comprise
Gunnison. Instead, they were computed as 15% of the reserves reported by the
operator, Kerr-McGee Oil & Gas Corporation and we have been advised that
Kerr-McGee's estimate was prepared by its internal reservoir engineering staff.
This prospectus also contains estimates of our other proved oil and gas reserves
and the estimated future net cash flows therefrom based upon reports for the
years ended December 31, 1998, 1999, 2000 and 2001, reviewed by Miller and
Lents, Ltd., independent petroleum engineers. These reports rely upon various
assumptions, including assumptions required by the Securities and Exchange
Commission, as to oil and gas prices, drilling and operating expenses, capital
expenditures, abandonment costs, taxes and availability of funds. The process of
estimating oil and gas reserves is complex, requiring significant decisions and
assumptions in the evaluation of available geological, geophysical, engineering
and economic data for each reservoir. As a result, these estimates are

inherently imprecise. Actual future production, cash flows, development
expenditures, operating and abandonment expenses and quantities of recoverable
oil and gas reserves may vary substantially from those estimated in these
reports. Any significant variance in these assumptions could materially affect
the estimated quantity and value of our proved reserves. You should not assume
that the present value of future net cash flows from our proved reserves
referred to in this prospectus is the current market value of our estimated oil
and gas reserves. In accordance with Securities and Exchange Commission
requirements, we base the estimated discounted future net cash flows from our
proved reserves on prices and costs on the date of the estimate. Actual future
prices and costs may differ materially from those used in the net present value
estimate. In addition, if costs of abandonment are materially greater than our
estimates, they could have an adverse effect on earnings.

THE GUNNISON PROJECT MAY NOT RESULT IN THE EXPECTED CASH FLOWS OR SUBSEA ASSET
UTILIZATION WE ANTICIPATE AND COULD INVOLVE SIGNIFICANT FUTURE CAPITAL OUTLAYS.

The Gunnison project is subject to a number of assumptions and
uncertainties, including estimates of the capital outlays necessary to develop
the prospect and the cash flows that we may ultimately derive. We cannot assure
you that we will be able to fund all required capital outlays or that these
outlays will be profitable. Moreover, although our working interest entitles us
to participate in field development and planning and to collaborate with the
other working interest owners in executing subsea construction work, the extent
of utilization of our subsea assets for such work has not been fully determined.
We have a $35.0 million loan facility to provide for the financing of part of
our portion of the construction costs of the spar, of which we had drawn down
$31.2 million as of February 18, 2003. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in our Form 10-K and Form 10-Qs listed under "Incorporation of
Documents by Reference."

EXPECTED CASH FLOWS FROM THE Q4000, INTREPID AND SEAWELL, AS WELL AS CANYON
OFFSHORE, INC., MAY NOT BE IMMEDIATE OR AS HIGH AS EXPECTED.

The Q4000, Intrepid and the Seawell are vessels that were placed into
service during 2002. In addition, during 2002 we acquired Canyon Offshore, Inc.,
a supplier of ROVs to the offshore construction and telecommunications industry.
We will not receive any material increase in revenue or cash flow from their
operation until there is significant utilization of these vessels and services.
We cannot assure you that customer demand for these vessels and services will be
as high as currently anticipated and, as a result, our future cash flows may be
adversely affected. New vessels from third parties may also enter the market in
the coming years and compete with the Q4000, Intrepid and the Seawell for
contracts.

OUR OIL AND GAS OPERATIONS INVOLVE SIGNIFICANT RISKS, AND WE DO NOT HAVE
INSURANCE COVERAGE FOR ALL RISKS.

Our oil and gas operations are subject to risks incident to the
operation of oil and gas wells, including, but not limited to, uncontrollable
flows of oil, gas, brine or well fluids into the environment, blowouts,
cratering, mechanical difficulties, fires, explosions, pollution and other
risks, any of which could result in substantial losses to us. We maintain
insurance against some, but not all, of the risks described above.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.

The business in which we operate is highly competitive. Several of our
competitors are substantially larger and have greater financial and other
resources than we have. If other companies relocate or acquire vessels for
operations in the Gulf or the North Sea, levels of competition may increase and
our business could be adversely affected.

THE LOSS OF THE SERVICES OF ONE OR MORE OF OUR KEY EMPLOYEES, OR OUR FAILURE TO
ATTRACT AND RETAIN OTHER HIGHLY QUALIFIED PERSONNEL IN THE FUTURE, COULD DISRUPT
OUR OPERATIONS AND ADVERSELY AFFECT OUR FINANCIAL RESULTS.

Our industry has lost a significant number of experienced subsea people
over the years due to, among other reasons, the volatility in commodity prices.
Our continued success depends on the active participation of our key employees.
The loss of our key people could adversely affect our operations. We believe
that our success and continued growth are also dependent upon our ability to
attract and retain skilled personnel. We believe that our

wage rates are competitive; however, unionization or a significant increase in
the wages paid by other employers could result in a reduction in our workforce,
increases in the wage rates we pay, or both. If either of these events occurs
for any significant period of time, our revenues and profitability could be
diminished and our growth potential could be impaired.

IF WE FAIL TO EFFECTIVELY MANAGE OUR GROWTH, OUR RESULTS OF OPERATIONS COULD BE
HARMED.

We have a history of growing through acquisitions of large assets and
acquisitions of companies. We must plan and manage our acquisitions effectively
to achieve revenue growth and maintain profitability in our evolving market. If
we fail to effectively manage current and future acquisitions, our results of
operations could be adversely affected. Our growth has placed, and is expected
to continue to place, significant demands on our personnel, management and other
resources. We must continue to improve our operational, financial and management
information systems to keep pace with the growth of our business.

WE MAY NEED TO CHANGE THE MANNER IN WHICH WE CONDUCT OUR BUSINESS IN RESPONSE TO
CHANGES IN GOVERNMENT REGULATIONS.

Our subsea construction, intervention, inspection, maintenance and
decommissioning operations and our oil and gas production from offshore
properties, including decommissioning of such properties, are subject to and
affected by various types of government regulation, including numerous federal,
state and local environmental protection laws and regulations. These laws and
regulations are becoming increasingly complex, stringent and expensive, and
significant fines and penalties may be imposed for noncompliance. We cannot
assure you that continued compliance with existing or future laws or regulations
will not adversely affect our operations.

CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS AND MINNESOTA LAW MAY DISCOURAGE A
THIRD PARTY FROM MAKING A TAKEOVER PROPOSAL.

In addition to the 55,000 shares of preferred stock issued or issuable
to Fletcher under the Agreement, our board of directors has the authority,
without any action by our shareholders, to fix the rights and preferences on up
to 4,945,000 shares of undesignated preferred stock, including dividend,
liquidation and voting rights. In addition, our by-laws divide the board of
directors into three classes. We are also subject to certain anti-takeover
provisions of the Minnesota Business Corporation Act. We also have employment
contracts with all of our senior officers that require cash payments in the
event of a "change of control." Any or all of the provisions or factors
described above may have the effect of discouraging a takeover proposal or
tender offer not approved by management and the board of directors and could
result in shareholders who may wish to participate in such a proposal or tender
offer receiving less for their shares than otherwise might be available in the
event of a takeover attempt.

SPECIAL STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference include
certain statements that may be deemed "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. You can identify these statements by forward-looking words such as
"anticipate," "believe," "budget," "could," "estimate," "expect," "forecast,"
"intend," "may," "plan," "potential," "should," "will" and "would" or similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future
financial position or results of operations or state other forward-looking
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to predict or control accurately. The factors listed under "Risk
Factors" provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations we describe in our
forward-looking statements. You should be aware that the occurrence of the
events described in "Risk Factors" and elsewhere in this prospectus could have a
material adverse effect on our business, results of operations and financial
position.

USE OF PROCEEDS

We will not receive any proceeds from the sale by Fletcher of the
Common Stock described in this prospectus.

THE SELLING STOCKHOLDER

The 7,486,907 shares of our Common Stock covered by this prospectus
consist of shares of our Common Stock that may be issued to Fletcher upon
conversion or redemption of or as dividends on the Series A Shares. As used in
this prospectus, "Series A Shares" means the shares of our Series A-1 Cumulative
Convertible Preferred Stock ("Series A-1 Preferred Stock") together with any
additional shares of preferred stock issuable to Fletcher pursuant to rights
under the Agreement, having, except as set forth in the Agreement, the same
terms, conditions, rights, preferences and privileges as the Series A-1
Preferred Stock. As used in this prospectus, "Fletcher" means Fletcher
International, Ltd. and donees, pledgees, transferees or other
successors-in-interest selling shares received from Fletcher International, Ltd.
as a gift, pledge, distribution or other transfer not involving a sale of our
stock. The selling stockholder has not held any position or office nor has it
had any other material relationship with us or any of our affiliates within the
past three years other than as a result of its ownership of shares of equity
securities.

The following table provides certain information with respect to
Fletcher, including Fletcher's beneficial ownership of our Common Stock as of
February 18, 2003, and as adjusted to give effect to the sale of the shares
covered by this prospectus. The amounts set forth below are based upon
information provided to us by representatives of Fletcher, or on our records, as
of February 18, 2003, and are accurate to the best of our knowledge. As of the
date of this prospectus, Fletcher has not converted or redeemed any of the
Series A-1 Preferred Stock and no shares of Common Stock have been issued as
dividends on the Series A-1 Preferred Stock. It is possible that Fletcher may
have acquired, sold, transferred or otherwise disposed of shares of our Common
Stock in transactions exempt from the registration requirements of the
Securities Act of 1933, since the date on which it provided the information to
us regarding the shares beneficially owned by it. This table assumes that
Fletcher will offer for sale all of its shares of our Common Stock. We do not
know whether Fletcher will convert or redeem the Series A Shares or whether it
will offer for sale any or all of the Common Stock covered by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the Commission under the Securities Exchange Act of 1934, as
amended. Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to the shares, subject to community
property laws where applicable.

Percentage of
Common Stock All Common
Deemed Beneficially Common Stock to Stock to be
Name Owned Prior to the Common Stock be Owned After Owned After
Offering (1) Offered Hereby (2) Offering (3) Offering (3)(4)
------------ ------------------ ------------ ---------------

Fletcher International, Ltd. 833,333 7,486,907 0 0

(1) Includes 833,333 shares deemed to be beneficially owned due to
Fletcher's right to convert the Series A-1 Preferred Stock into Common
Stock.

(2) We are contractually obligated to register a number of shares equal to
not less than 7,486,907 pursuant to the Agreement.

(3) Assumes Fletcher will receive all shares of Common Stock included in
this table and sell all such shares under this prospectus.

(4) Indicates less than 1% interest in Common Stock.

The securities listed above include outstanding securities held in one
or more accounts managed by Fletcher Asset Management, Inc. ("FAM") for
Fletcher. FAM is an investment adviser to Fletcher and is registered under
Section 203 of the Investment Advisors Act of 1940, as amended. Pursuant to an
investment advisory agreement between FAM and Fletcher, FAM has the authority to
vote and dispose of the securities in these accounts. By reason of the
provisions of Rule 13d-3 under the Exchange Act, Fletcher and FAM may each be

deemed to beneficially own the securities registered under the registration
statement of which this prospectus is a part. In addition, by virtue of Alphonse
Fletcher, Jr.'s position as Chairman and Chief Executive Officer of FAM, Mr.
Fletcher may be deemed to have the shared power to vote or direct the vote of,
and the shared power to dispose or direct the disposition of, these securities.
For these reasons, Mr. Fletcher may also be deemed to be a beneficial owner of
these securities.

PLAN OF DISTRIBUTION

We are registering all 7,486,907 shares covered by this prospectus on
behalf of Fletcher. We will not receive any of the proceeds from sales by
Fletcher of the shares of Common Stock covered by this prospectus. Fletcher may
sell the shares covered by this prospectus that are ultimately issued to it at
different times. Fletcher will act independently of us in making decisions for
the timing, manner and size of each sale. The shares offered for sale under this
prospectus are listed on the Nasdaq National Market. The sales may be made on
one or more exchanges or quotation systems or in the over-the-counter market or
in other transactions, at prices and at terms then prevailing or at prices
related to the then current market price, or at otherwise negotiated prices.

The shares may be sold by one or more of, or a combination of, the
following in addition to any other method permitted under this prospectus:

- A block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;

- purchases by a broker-dealer as principal and resale by this
broker-dealer for its account through this prospectus;

- an exchange or quotation system distribution that complies
with the rules of the exchange or quotation system;

- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;

- privately negotiated transactions;

- an underwritten offering;

- by pledge to secure debts and other obligations;

- pursuant to hedging transactions; or

- by a combination of the above methods of sale.

If required, this prospectus may be amended or supplemented on a
continual basis to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate in the resales.

Some or all of the shares covered by this prospectus may be sold to or
through an underwriter or underwriters. Any shares sold in that manner will be
acquired by the underwriters for their own accounts and may be resold at
different times in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. These shares may be offered to the public through underwriting syndicates
represented by one or more managing underwriters or may be offered to the public
directly by one or more underwriters. Any public offering price and any
discounts or concessions allowed or disallowed or paid to dealers may be changed
at different times.

Underwriters, broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Fletcher and/or the
purchasers of shares for whom such underwriters, broker-dealers or agents may
act as agents or to whom they sell as principal, or both. Underwriters,
broker-dealers or agents may also

receive compensation from the purchasers of the shares for whom they act as
agents or to whom they sell as principals, or both. Compensation for or to a
particular underwriter or broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated at the time of the sale.
Underwriters, broker-dealers or agents and any other participating
broker-dealers or Fletcher may be considered to be underwriters within the
meaning of section 2(11) of the Securities Act, as amended, relating to the
sales of the shares. Underwriters are defined in this section as any person who
has purchased from an issuer with a view to, or offers or sells for an issuer in
connection with, the distribution of any security, or participates or has a
direct or indirect participation in any undertaking, or participates or has a
participation in the direct or indirect underwriting of any undertaking. Any
commission, discount or concession received by them and any profit on the resale
of the shares purchased by them may be considered to be underwriting discounts
or commissions under the Securities Act. Because Fletcher may be considered to
be an underwriter within the meaning of section 2(11) of the Securities Act,
Fletcher may be subject to the prospectus delivery requirements of the
Securities Act. Neither the delivery of any prospectus, or any prospectus
supplement, nor any other action taken by us, Fletcher or any purchaser relating
to the purchase or sale of shares under this prospectus will be considered or
treated as an admission that any of them is an underwriter within the meaning of
the Securities Act relating to the sale of any shares. Additionally, any
securities covered by this prospectus that qualify for sale through Rule 144
under the Securities Act may be sold under Rule 144 rather than through this
prospectus.

The shares may be sold through registered or licensed brokers or
dealers if required under applicable state securities law. Additionally, in some
states the shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

Fletcher may enter into hedging transactions with broker-dealers or
others who, in turn, may resell the shares in the course of hedging the
positions they assume through this prospectus. Fletcher may enter into option or
other transactions with broker-dealers that require the delivery to the
broker-dealer of shares which the broker-dealer may then resell or transfer
through this prospectus. Fletcher may also loan or pledge the shares to a
broker-dealer, and the broker-dealer may sell the loaned shares, or upon a
default the pledged shares by use of this prospectus.

Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not engage in market-making
activities for our Common Stock during some restricted periods. Additionally,
Fletcher will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
that may limit the timing of purchases and sales of shares of our Common Stock
by Fletcher. We will make copies of this prospectus available to Fletcher and
have informed Fletcher of the need for delivery of copies of this prospectus to
purchasers at or before the time of any sale of the shares.

We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by Fletcher that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. That supplement will
disclose:

- the name of the selling stockholder and of the participating
broker-dealer(s);

- the number of shares involved;

- the price at which such shares were sold;

- the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable;

- that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus; and

- other facts material to the transaction.

We will bear all costs, expenses and fees for the registration of the
shares. Fletcher will bear all commissions and discounts, if any, attributable
to their individual sales of the shares. We have agreed to indemnify Fletcher
and Fletcher may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against some liabilities,
including liabilities arising under the Securities Act.

DESCRIPTION OF CAPITAL STOCK

Our amended and restated articles of incorporation provide for
authorized capital stock of 120,000,000 shares of Common Stock, of which
37,546,532 shares were issued and outstanding on February 18, 2003, and
5,000,000 shares of preferred stock, of which 25,000 shares are issued and
outstanding. The following summary description of our capital stock is qualified
in its entirety by reference to our amended and restated articles of
incorporation and our amended and restated by-laws, each of which is
incorporated by reference.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on
all matters voted on by shareholders, and except as otherwise required by law or
as provided in any resolution adopted by the board of directors with respect to
any series of preferred stock, the holders of shares of Common Stock exclusively
possess all voting power.

Subject to any preferential rights of any outstanding series of
preferred stock created by the board of directors from time to time, the holders
of Common Stock are entitled to such dividends as may be declared from time to
time by the board of directors from funds available therefore, and upon
liquidation will be entitled to receive pro rata all assets of Cal Dive
available for distribution to such holders. The Common Stock is not convertible
or redeemable and there are no sinking fund provisions therefor. Holders of the
Common Stock are not entitled to any preemptive rights.

PREFERRED STOCK

Our board of directors, without any action by our shareholders, is
authorized to issue up to 5,000,000 shares of preferred stock, in one or more
series and to determine the voting rights, preferences as to dividends and
assets in liquidation and the conversion and other rights of each such series.
There are 25,000 shares of Series A-1 Preferred Stock outstanding. See "Certain
Anti-Takeover Provisions" below with regard to the effect that the issuance of
additional shares of preferred stock might have on attempts to take over Cal
Dive.

CERTAIN ANTI-TAKEOVER PROVISIONS

The articles of incorporation and by-laws contain a number of
provisions that could make the acquisition of Cal Dive by means of a tender or
exchange offer, a proxy contest or otherwise more difficult. The description of
those provisions set forth below is intended to be only a summary and is
qualified in its entirety by reference to the pertinent sections of the articles
of incorporation and the by-laws, which are incorporated by reference into this
prospectus.

Classified Board of Directors; Removal of Directors. Our directors are
currently divided into three classes, only one class of which is subject to
re-election in any given year. The classification of directors will have the
effect of making it more difficult for shareholders to change the composition of
the board of directors. At least two annual meetings of shareholders generally
will be required to effect a change in majority of the board of directors. Such
a delay may help ensure that our directors, if confronted by a shareholder
attempting to force a proxy contest, a tender or exchange offer or an
extraordinary corporate transaction, would have sufficient time to review the
proposal as well as any available alternatives to the proposal and to act in
what they believe to be the best interest of the shareholders. The
classification provisions will apply to every election of directors, however,
regardless of whether a change in the composition of the board of directors
would be beneficial to us and our shareholders and whether a majority of our
shareholders believes that such a change would be desirable.

The articles of incorporation provide that our directors may only be
removed by the affirmative vote of the holders of 68% of the voting power of all
the then outstanding shares of stock entitled to vote generally in the election
of directors (the "Voting Stock").

The classification provisions could also have the effect of
discouraging a third party from initiating a proxy contest, making a tender or
exchange offer or otherwise attempting to obtain control of Cal Dive, even
though such

an attempt might be beneficial to us and our shareholders. These provisions
could thus increase the likelihood that incumbent directors will retain their
positions. In addition, the classification provisions may discourage
accumulations of large blocks of our Common Stock that are effected for purposes
of changing the composition of the board of directors. Accordingly, shareholders
could be deprived of certain opportunities to sell their shares of Common Stock
at a higher market price than might otherwise be the case.

Preferred Stock. The articles of incorporation authorize the board of
directors to establish one or more series of preferred stock and to determine,
with respect to any series of preferred stock, the terms and rights of such
series, including:

- the designation of the series;

- the number of shares of the series, which number the board may
thereafter (except where otherwise provided in the certificate
of designation) increase or decrease (but not below the number
of shares thereof then outstanding);

- whether dividends, if any, will be cumulative or
non-cumulative and the dividend rate of the series;

- the dates at which dividends, if any, will be payable;

- the redemption rights and price or prices, if any, for shares
of the series;

- the terms and amounts of any sinking fund provided for the
purchase or redemption of shares of the series;

- the amounts payable on shares of the series in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of Cal Dive;

- whether the shares of the series will be convertible into
shares of any other class or series, or any other security, of
Cal Dive or any other corporation, and, if so, the
specification of the other class or series or the other
security, the conversion price or prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares
shall be convertible and all of the terms and conditions upon
which such conversion may be made;

- restrictions, if any, on the issuance of shares of the same
series or of any other class or series; and

- voting rights, if any, of the shareholder of such series,
which may include the right of such shareholders to vote
separately as a class on any matter.

We believe that the ability of the board of directors to issue one or
more series of preferred stock will provide us with flexibility in structuring
possible future financings and acquisitions and in meeting other corporate needs
which might arise. The authorized shares or preferred stock, as well as shares
of Common Stock, will be available for issuance without further action by our
shareholders, unless that action is required by applicable law or the rules of
any stock exchange or automated quotation system on which our securities may be
listed or traded.

Although the board of directors has no intention at the present time of
doing so, it could issue a series of preferred stock that, depending on the
terms of such series, might impede the completion of a proxy contest, merger,
tender or exchange offer or other attempt to obtain control of Cal Dive. The
board of directors will make any determination to issue such shares based on its
judgment as to the best interests of Cal Dive and our shareholders. The board of
directors, in so acting, could issue preferred stock having terms that could
discourage an acquisition attempt through which an acquiror may be otherwise
able to change the composition of the board of directors, including a tender or
exchange offer or other transaction that some, or a majority of our shareholders
might believe to be in their best interests or in which shareholders might
receive a premium for their stock over the then current market price of such
stock.

No Shareholder Action by Written Consent; Special Meetings. The
articles of incorporation and by-laws provide that shareholder action can be
taken only at an annual or special meeting of shareholders and prohibit
shareholder action by written consent in lieu of a meeting. The by-laws provide
that special meetings of shareholders can be called only upon a written request
by the chief executive officer or a majority of the members of the board of
directors. Shareholders are not permitted to call a special meeting or to
require that the board of directors call a special meeting.

The provisions of the articles of incorporation and the by-laws
prohibiting shareholder action by written consent may have the effect of
delaying consideration of a shareholder proposal, including a shareholder
proposal that a majority of shareholders believes to be in the best interest of
Cal Dive, until the next annual meeting unless a special meeting is called.
These provisions would also prevent the holders of a majority of the Voting
Stock from unilaterally using written consents to take shareholder action.
Moreover, a shareholder could not force shareholder consideration of a proposal
over the opposition of the board of directors by calling a special meeting of
shareholders prior to the time a majority of the board of directors believes
such consideration to be appropriate.

Amendment of Certain Provisions of the Articles of Incorporation and
Bylaws. Under the Minnesota Business Corporation Act (the "MBCA"), the
shareholders have the right to adopt, amend or repeal the by-laws and, with the
approval of the board of directors, the articles of incorporation. The articles
of incorporation provide that the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class, and in addition to any other vote required by the
articles of incorporation or by-laws, is required to amend provisions of the
articles of incorporation of by-laws relating to:

- the prohibition of shareholder action without a meeting;

- the prohibition of shareholders calling a special meeting;

- the number, election and term of our directors;

- the removal of directors; and

- fixing a quorum for meetings of shareholders.

The vote of the holders of a majority of the voting power of the
outstanding shares of Voting Stock is required to amend all other provisions of
the articles of incorporation. The by-laws further provide that the by-laws may
be amended by the board of directors. These super-majority voting requirements
will have the effect of making more difficult any amendment by shareholders of
the by-laws or of any of the provisions that such amendment would be in their
best interests.

Anti-Takeover Legislation. As a public corporation, we are governed by
the provisions of Section 302A.673 of the MBCA. This anti-takeover provision may
eventually operate to deny shareholders the receipt of a premium on their Common
Stock and may also have a depressive effect on the market price of our Common
Stock. Section 302A.673 prohibits a public corporation from engaging in a
"business combination" with an "interested shareholder" for a period of four
years after the date of the transaction in which the person became an interested
shareholder, unless the business combination is approved by a committee of all
of the disinterested members of our board of directors before the interested
shareholder's share acquisition date. A "business combination" includes mergers,
asset sales and other transaction. An "interested shareholder" is a person who
is the beneficial owner of 10% or more of the corporation's Voting Stock.
Reference is made to the detailed terms of Section 302A.673 of the MBCA.

LIMITATION ON DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

action to enjoin or rescind a transaction involving a breach of the fiduciary
duty of care. To the extent certain claims against directors are limited to
equitable remedies, this provision of the articles of incorporation may reduce
the likelihood of derivative litigation against directors for breach of their
fiduciary duty of care. Additionally, equitable remedies may not be effective in
many situations. If a shareholder's only remedy is to enjoin the completion of
the board of directors' action, this remedy would be ineffective if the
shareholder does not become aware of a transaction or event until after its has
been completed. In such a situation, such shareholder would not have effective
remedy against the directors.

Our by-laws require us to indemnify directors and officers to the
fullest extent permitted under Minnesota law. The MBCA provides that a
corporation organized under the Minnesota law shall indemnify any director,
officer, employee or agent of the corporation made or threatened to be made a
party to a proceeding, by reason of the former or present official capacity (as
defined in the MBCA) of the person, against judgments, penalties, fines,
settlements, and reasonable expense incurred by the person in connection with
the proceedings if certain statutory standards are met. "Proceeding" means a
threatened, pending or completed civil, criminal, administrative, arbitration or
investigative proceeding, including one by or in the right of the corporation.
Selection 302A.521 of the MBCA contains detailed terms regarding such rights of
indemnification and reference is made thereto for a complete statement of such
indemnification rights.

All of the foregoing indemnification provisions include statements that
such provisions are not to be deemed exclusive of any other right to indemnity
to which a director or officer may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our Common Stock is Wells Fargo
Bank Minnesota, N.A.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.

- our annual report on Form 10-K for our fiscal year ended
December 31, 2001;

- our proxy statement on Schedule 14-A filed April 8, 2002;

- our quarterly report on Form 10-Q for our fiscal quarters
ended March 31, 2002; June 30, 2002 and September 30, 2002;
and

- our current reports on Form 8-K and Form 8-K/A dated May 22,
2002; June 19, 2002; June 21, 2002; September 16, 2002;
September 27, 2002; November 1, 2002; November 13, 2002;
January 8, 2003; January 22, 2003 and February 24, 2003.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
will be deemed to be incorporated in this prospectus by reference and will be a
part of this prospectus from the date of the filing of the document. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
that statement. Any statement that is modified or superseded will not constitute
a part of this prospectus, except as modified or superceded.

Upon oral or written request and at no cost to the requester, we will
provide to any person, including a beneficial owner, to whom a prospectus is
delivered, a copy of any or all of the information that has been

incorporated by reference in this prospectus but not delivered with this
prospectus. All requests should be made to: Cal Dive International, Inc. 400 N.
Sam Houston Parkway E., Suite 400, Houston, Texas 77060 Attn: A. Wade Pursell,
Chief Financial Officer. Telephone requests may be directed to the Chief
Financial Officer at (281) 618-0400. You should rely only on the information
incorporated by reference or provided in this prospectus. We have not authorized
anyone to provide you with different information. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or
those documents or that any document incorporated by reference is accurate as of
any date other than its filing date.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, file reports and
other information with the Securities and Exchange Commission. Copies of
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Commission's public reference
facilities at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and,
upon request, may be made available at the Commission's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 233
Broadway, New York, New York 10279. You may obtain information on the operation
of the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants, including Cal Dive International, Inc., that file
electronically with the Securities and Exchange Commission. You may access the
Securities and Exchange Commission's web site at http://www.sec.gov.

Our Common Stock trades on the Nasdaq National Market System. Copies of
reports, proxy statements and other information concerning us can also be
inspected at the offices of National Association of Securities Dealers, Inc.,
located at 1735 K Street, N.W. Washington, D.C. 20006.

We also have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act of 1933, as amended
with respect to the shares offered hereby. This prospectus does not contain all
of the information set forth in the registration statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
offering, reference is made to such registration statement, exhibits and
schedules, which may be inspected without charge at the Commission's office in
Washington, D.C., and copies of all or any part thereof may be obtained from
such office after payment of fees prescribed by the Commission.

EXPERTS

The consolidated financial statements for the year ended December 31,
2001 incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said report. On June 13, 2002, the Company dismissed Arthur Andersen LLP as its
principal independent auditors and engaged Ernst & Young LLP. The Company did
not consult with Ernst & Young LLP on any matter prior to their retention in
June 2002. Arthur Andersen LLP has not consented to the inclusion of their
report in this prospectus, and we have dispensed with the requirement to file
their consent in reliance upon Rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions of a material fact required to be stated therein.

The document incorporated in this Prospectus by reference to Cal Dive
International, Inc.'s Current Report on Form 8K dated November 13, 2002, has
been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

LEGAL MATTERS

The validity of the Common Stock offered under this prospectus will be
passed upon by our Special Counsel, Andrew C. Becher.

================================================================================
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY OUR COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES OF COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF,
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF OUR COMPANY OR THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fees are estimated):

Registration fee - Securities and Exchange Commission $ 10,496.63
Accountant's fees and expenses - Company $ 10,000.00
Legal expenses - Company $ 15,000.00
Printing expenses $ 2,000.00
Miscellaneous $ 5,000.00
-------------
TOTAL $ 42,496.63

All expenses itemized above shall be borne by our Company.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The articles of incorporation contain a provision that eliminates, to
the extent currently allowed under the MBCA, the personal monetary liability of
a director to Cal Dive and our shareholders for breach of fiduciary duty of care
as a director, except in certain circumstances. If a director of Cal Dive were
to breach such fiduciary duty of care in performing duties as a director,
neither Cal Dive nor our shareholders could recover monetary damages from the
director, and the only course of action available to our shareholders would be
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of the fiduciary duty of care. To the extent certain claims
against directors are limited to equitable remedies, this provision of the
articles of incorporation may reduce the likelihood of derivative litigation
against directors for breach of their fiduciary duty of care. Additionally,
equitable remedies may not be effective in many situations. If a shareholder's
only remedy is to enjoin the completion of the board of directors' action, this
remedy would be ineffective if the shareholder does not become aware of a
transaction or event until after its has been completed. In such a situation,
such shareholder would not have effective remedy against the directors.

II-1

the former or present official capacity (as defined in the MBCA) of the person,
against judgments, penalties, fines, settlements, and reasonable expense
incurred by the person in connection with the proceedings if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation. Selection 302A.521 of the MBCA contains
detailed terms regarding such rights of indemnification and reference is made
thereto for a complete statement of such indemnification rights.

ITEM 16. EXHIBITS.

3.1 Amended and Restated Articles of Incorporation of registrant,
incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement filed by registrant with the Securities and Exchange
Commission on May 1, 1997 (Reg. No. 333-26357) (the "Form S-1").

3.2 Bylaws of registrant, incorporated by reference to Exhibit 3.2 to the
Form S-1.

3.3 Articles of Correction incorporated by reference to Exhibit 3.1 to the
Form S-3 Registration Statement filed by Cal Dive International, Inc.
with the Securities and Exchange Commission on May 22, 2002 (Reg. No.
333- 87620) (the "Form S-3").

3.4 Amendment to the 1997 Amended and Restated Articles of Incorporation of
registrant incorporated by reference to Exhibit 3.4 to the Form S-3.

3.5 Certificate of Rights and Preferences incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K, filed by registrant with
the Securities and Exchange Commission on January 22, 2003 (the "Form
8-K").

4.1* Third Amendment to Second Amended and Restated Loan and Security
Agreement by and among Fleet Capital Corporation, Southwest Bank of
Texas, N.A. and Whitney National Bank, as Lenders, and Cal Dive
International, Inc., Energy Resource Technology, Inc. and Canyon
Offshore, Inc., as Borrowers, dated October 24, 2002.

4.2 Participation Agreement among ERT, Cal Dive International, Inc., Cal
Dive/Gunnison Business Trust No. 2001-1 and Bank One, N.A., et. al.,
dated as of November 8, 2001, incorporated by reference to Exhibit 4.2
to the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed by the registrant with the Securities
and Exchange Commission on March 28, 2002 (the "2001 Form 10-K").

4.3 Form of Common Stock certificate, incorporated by reference to Exhibit
4.1 to the Form S-1.

4.4* Amendment No. 2 to Credit Agreement among Cal Dive I-Title XI, Inc.,
GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated
as of November 15, 2002.

4.5 First Amended and Restated Agreement dated January 17, 2003, but
effective as of December 31, 2002, made by and between Cal Dive
International, Inc. and Fletcher International, Ltd., incorporated by
reference to Exhibit 10.1 to the Form 8-K.

5.1* Opinion of Andrew C. Becher.

21.1 Subsidiaries of registrant - The registrant has seven subsidiaries:
Energy Resource Technology, Inc.; Canyon Offshore, Inc.; Cal Dive ROV,
Inc.; Cal Dive I-Title XI, Inc.; Cal Dive Offshore, Ltd.; Well Ops
(U.K.) Limited; and Well Ops Inc.

23.1* Consent of PricewaterhouseCoopers LLP.

23.2* Consent of Miller & Lents, Ltd.

23.3* Consent of Andrew C. Becher (included in Exhibit 5.1).

24.1* Powers of Attorney from members of the Board of Directors and certain
officers of the registrant (contained on page II-4).
-----------------------------
*Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

II-2

To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended.

To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the registration statement.

PROVIDED, HOWEVER, that the first two undertakings do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the undersigned registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time to be the initial bona
fide offering thereof;

To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the undersigned registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers and controlling persons of
the undersigned registrant pursuant to the foregoing provisions, or otherwise,
the undersigned registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the undersigned registrant of expenses incurred or paid by a director, officer
or controlling person of the undersigned registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
undersigned registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 February 25, 2003.

CAL DIVE INTERNATIONAL, INC.
By: /s/ A. WADE PURSELL
-------------------------------------------------
A. Wade Pursell
Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, each of whom also constitutes and
appoints Owen Kratz and James Lewis Connor, III, or either of them, his true and
lawful attorney-in-fact, each with the power of substitution, for him in any and
all capacities, to sign any and all amendments to this registration statement
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ OWEN KRATZ Chairman, Chief Executive February 25, 2003
--------------------------- Officer and Director
Owen Kratz (principal executive officer)

/s/ MARTIN R. FERRON President, Chief Operating Officer February 25, 2003
--------------------------- and Director
Martin R. Ferron

/s/ S. JAMES NELSON, JR. Vice Chairman and Director February 25, 2003
---------------------------
S. James Nelson, Jr.

/s/ A. WADE PURSELLCHIEF Senior Vice President and February 25, 2003
--------------------------- Chief Financial Officer
A. Wade PursellChief

/s/ GORDON F. AHALT Director February 25, 2003
---------------------------
Gordon F. Ahalt

/s/ BERNARD J. DUROC-DANNER Director February 25, 2003
---------------------------
Bernard J. Duroc-Danner

/s/ WILLIAM L. TRANSIER Director February 25, 2003
---------------------------
William L. Transier

/s/ JOHN V. LOVOI Director February 25, 2003
---------------------------
John V. Lovoi

/s/ ANTHONY TRIPODO Director February 25, 2003
---------------------------
Anthony Tripodo

II-4

EXHIBITS

3.2 Bylaws of registrant, incorporated by reference to Exhibit 3.2 to the
Form S-1.

3.4 Amendment to the 1997 Amended and Restated Articles of Incorporation of
registrant incorporated by reference to Exhibit 3.4 to the Form S-3.

4.3 Form of Common Stock certificate, incorporated by reference to Exhibit
4.1 to the Form S-1.

4.4* Amendment No. 2 to Credit Agreement among Cal Dive I-Title XI, Inc.,
GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated
as of November 15, 2002.

5.1* Opinion of Andrew C. Becher.

23.1* Consent of PricewaterhouseCoopers LLP.

23.2* Consent of Miller & Lents, Ltd.

23.3* Consent of Andrew C. Becher (included in Exhibit 5.1).

24.1* Powers of Attorney from members of the Board of Directors and certain
officers of the registrant (contained on page II-4).
-----------------------------
*Filed herewith.