================================================================================ FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAL DIVE INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 95-3409686 (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NUMBER) 13430 NORTHWEST FREEWAY HOUSTON, TEXAS 77040 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE TO BE SO REGISTERED ON WHICH EACH CLASS IS TO BE REGISTERED ------------------- ---------------------- NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE -------------------------- (TITLE OF CLASS) -------------------------- (TITLE OF CLASS) This Registration Statement contains a total of 3 pages. Exhibit Index is on page 3. 1 ================================================================================INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Cal Dive International, Inc. (the "Company") hereby incorporates by reference the description of securities contained in the Registration Statement on Form S-1 (Registration Number 333-26357) filed with the Securities and Exchange Commission on May 1, 1997, as amended and supplemented by the Company. ITEM 2. EXHIBITS. 1. Amended and Restated Articles of Incorporation of the Company filed on April 11, 1997 with the Secretary of State of Minnesota, incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) 2. Amended and Restated By-Laws of the Company (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) 3. Specimen Certificate for Common Stock (incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: June 24, 1997 CAL DIVE INTERNATIONAL, INC. By: /s/ ANDREW C. BECHER Its: Senior Vice President 2 INDEX TO EXHIBITS EXHIBIT PAGE NUMBER EXHIBIT NUMBER ------- ------- ------ 3.1 -- Amended and Restated Articles of Incorporation of the Company filed on April 11, 1997 with the Secretary of State of Minnesota, incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) 3.2 -- Amended and Restated By-Laws of the Company (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) 4.3 -- Specimen Certificate for Common Stock to the Company's Registration Statement on Form S-1, Registration Number 333-26357, filed with the Securities and Exchange Commission on May 1, 1997.) 3