UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2006

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)		0-22739 (Commission File Number)		95-3409686 (IRS Employer Identification No.)
400 N. Sam Houston Parkway E., Suite 400 Houston, Texas (Address of principal executive offices)				77060 (Zip Code)

281-618-0400
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01   Regulation FD Disclosure

     Attached as Exhibit 99.1 and incorporated by reference herein is the press release issued by Cal Dive International, Inc. on February 2, 2006 announcing that (i) the conference call to discuss the Company’s financial and operational results for the fourth quarter of 2006 will be held on Wednesday, March 1, 2006 at 9:00 a.m. Central Standard Time and (ii) the press release summarizing such results will be issued on Tuesday, February 28, 2006, after market close. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01   Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number		Description
99.1		Press Release of Cal Dive International, Inc. dated February 2, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 3, 2006

Index to Exhibits

Exhibit No.		Description
99.1		Press Release of Cal Dive International, Inc. dated February 2, 2006.

Exhibit 99.1

Cal Dive International, Inc. · 400 N. Sam Houston Parkway E., Suite 400 · Houston, TX 77060-3500 · 281-618-0400 · fax: 281-618-0505
 

For Immediate Release		06-006

		Contact: Wade Pursell
Date: February 2, 2006		Title: Chief Financial Officer

Cal Dive to Review Fourth Quarter Results with Investors

HOUSTON, TX — Cal Dive International, Inc. (Nasdaq: CDIS) will conduct a conference call regarding its financial and operational results for the fourth quarter of 2006 on Wednesday, March 1, 2006, at 9:00 a.m. Central Standard Time. A press release summarizing these results is planned for distribution on Tuesday, February 28, 2006, after the market closes.

Investors will be able to obtain the slide presentation and listen to the live conference call broadcast from the Investor Relations page at www.caldive.com. A replay will be available by selecting the Audio Archives link from the same page.

Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including subsea intervention, reservoir management, facilities ownership and oil and gas production.

ADDITIONAL INFORMATION

Cal Dive and Remington Oil and Gas Corporation (“Remington”) will file a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (“SEC”). Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Cal Dive free of charge by requesting them in writing from Cal Dive or by telephone at

(281) 618-0400. You may obtain documents filed with the SEC by Remington free of charge by requesting them in writing from Remington or by telephone at (214) 210-2650. Cal Dive and Remington, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Remington in connection with the merger. Information about the directors and executive officers of Cal Dive and their ownership of Cal Dive stock is set forth in the proxy statement for Cal Dive’s 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Remington and their ownership of Remington stock is set forth in the proxy statement for Remington’s 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

Contact: Wade Pursell, Chief Financial Officer, Cal Dive International, Inc. 281-618-0400.