CDVIQ / Cal Dive International, Inc. - SEC Filings, Annual Report, Proxy Statement

Cal Dive International, Inc.
US ˙ OTCPK

Basic Stats
CIK 1364100
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cal Dive International, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
July 24, 2015 15-12B

Cal Dive International CAL DIVE FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-33206 Cal Dive International, Inc. (Exact name of registrant as specifi

July 17, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 15, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 2, 2015 8-K

Financial Statements and Exhibits, Other Events

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): June 30, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 2, 2015 EX-99.1

UNITED STATES BANKRUPTCY COURT

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Cal Dive International, Inc. et al (1) Case No. 15-10458 (CSS) Reporting Period: 5/1/15 - 5/31/15 MONTHLY OPERATING REPORT Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached Attached Attached Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconcil

June 19, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 15, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

June 19, 2015 EX-22.1

ACQUISITION AGREEMENT by and among CAL DIVE INTERNATIONAL PTE. LTD., CAL DIVE OFFSHORE CONTRACTORS, INC., AND SHELF SUBSEA SERVICES PTE. LTD. dated as of June 15, 2015 Article I DEFINITIONS 2 1.1 Certain Definitions. 2 Article II CLOSING 17 2.1 Closi

Exhibit 2.1 ACQUISITION AGREEMENT by and among CAL DIVE INTERNATIONAL PTE. LTD., CAL DIVE OFFSHORE CONTRACTORS, INC., AND SHELF SUBSEA SERVICES PTE. LTD. dated as of June 15, 2015 Article I DEFINITIONS 2 1.1 Certain Definitions. 2 Article II CLOSING 17 2.1 Closing 17 2.2 Electronic Closing 17 Article III ACQUISITION OF SHARES AND THE ASSETS 17 3.1 Sale and Purchase of Shares and the Assets 17 3.2

June 10, 2015 EX-10.5

AMENDMENT NO. 4 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit 10.5 AMENDMENT NO. 4 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT This AMENDMENT NO. 4 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of April 9, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA,

June 10, 2015 EX-10.3

AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

EX-10.3 4 exh103.htm AMENDMENT NO. 2 TO DIP CREDIT AGREEMENT Exhibit 10.3 AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT This AMENDMENT NO. 2 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of March 23, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (th

June 10, 2015 EX-10.1

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March 3, 2015 CAL DIVE INTERNATIONAL, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, The Other Lenders Party Hereto TABLE OF CONTENTS

Exhibit 10.1 SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March 3, 2015 among CAL DIVE INTERNATIONAL, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 2 1.01 Defined Terms 2 1.02 Other Interpretive Provisions 31 1.03 Accounting Terms 3

June 10, 2015 EX-10.2

AMENDMENT NO. 1 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit 10.2 AMENDMENT NO. 1 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT This AMENDMENT NO. 1 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of March 17, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA,

June 10, 2015 EX-10.4

AMENDMENT NO. 3 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit 10.4 AMENDMENT NO. 3 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT This AMENDMENT NO. 3 TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is made as of April 2, 2015 by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation, as a debtor-in-possession, (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA,

June 10, 2015 8-K

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): June 9, 2015 Cal Dive Internation

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): June 9, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

June 9, 2015 SC 13G/A

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

June 4, 2015 8-K

Financial Statements and Exhibits, Other Events

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): May 29, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

June 4, 2015 EX-99.1

UNITED STATES BANKRUPTCY COURT

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Cal Dive International, Inc. et al (1) Case No. 15-10458 (CSS) Reporting Period: 4/1/15 - 4/30/15 MONTHLY OPERATING REPORT Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached Attached Attached Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconcil

May 22, 2015 8-K

Material Impairments, Other Events

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): May 18, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

May 11, 2015 8-K

Financial Statements and Exhibits, Other Events

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): May 5, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Numb

May 11, 2015 EX-99.1

UNITED STATES BANKRUPTCY COURT

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Cal Dive International, Inc. et al (1) Case No. 15-10458 (CSS) Reporting Period: 3/4/15 - 3/31/15 MONTHLY OPERATING REPORT Document Explanation Affidavit/Supplement Attached REQUIRED DOCUMENTS Form No. Attached Attached Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconcil

April 9, 2015 SC 13G/A

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

March 16, 2015 NT 10-K

Cal Dive International CAL DIVE FORM NT 10-K 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33206 CUSIP NUMBER 12802T101 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2014 ? Transition Report on 10-K ? Transition Report on 20-F ? Transition Report on 11-K ? Transition Report

March 9, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

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): March 3, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

March 9, 2015 EX-99.1

March 3, 2015

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE March 3, 2015 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Commences Voluntary Chapter 11 Proceeding HOUSTON, TX ? (March 3, 2015) Cal Dive International, Inc. (OTC: CDVI) ("Cal Dive", or the "Company") announced today that it and its U.S. subsidiaries have filed simultaneous

February 12, 2015 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2015 SC 13G

CDVIQ / Cal Dive International, Inc. / TOWLE & CO - TOWLE & CO SC 13G 12-31-2014 (CAL DIVE INTERNATIONAL, INC) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cal Dive International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12802T101 (CUSIP Number) Christopher D. Towle Towle & Co. 1610 Des Peres Road, Suite 250, St. Louis, MO 63131 (314) 822-0204 (Name, Address and Telephone Number of P

January 20, 2015 SC 13D/A

CDVIQ / Cal Dive International, Inc. / Cashman Equipment Corp - AMENDMENT NO.1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

January 16, 2015 EX-99.1

January 15, 2015

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE January 15, 2015 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Announces Decision Not to Make Interest Payment HOUSTON, TX – (January 15, 2015) Cal Dive International, Inc. (OTC: CDVI) (the "Company") announced today that it has decided not to pay approximately $2.2 million in

January 16, 2015 8-K

Financial Statements and Exhibits, Other Events

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): January 15, 2015 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

January 6, 2015 SC 13D

CDVIQ / Cal Dive International, Inc. / Cashman Equipment Corp Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 CAL DIVE INTERNATIONAL, INC.

December 16, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 15, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

December 16, 2014 EX-99.1

INTERCREDITOR AGREEMENT Dated as of May 9, 2014 CAL DIVE INTERNATIONAL, INC., as Borrower, Certain Subsidiaries of the Borrower party hereto, BANK OF AMERICA, N.A., As First Lien Agent, ABC FUNDING, LLC, as Second Lien Agent

Exhibit 99.1 INTERCREDITOR AGREEMENT Dated as of May 9, 2014 Among CAL DIVE INTERNATIONAL, INC., as Borrower, Certain Subsidiaries of the Borrower party hereto, BANK OF AMERICA, N.A., As First Lien Agent, and ABC FUNDING, LLC, as Second Lien Agent Table of Contents Section 1. Definitions. 1 1.1 Defined Terms 1 1.2 Usages 10 Section 2. Priorities. 12 2.1 Seniority of Liens Securing Obligations 12 2

December 11, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): December 8, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

December 2, 2014 EX-99.1

December 1, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE December 1, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Provides Update on Efforts to Refinance its Revolving Credit Facility HOUSTON, TX – (December 1, 2014) Cal Dive International, Inc. (OTC: CDVI) (the "Company") announced today that it is continuing to work with pot

December 2, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 1, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 26, 2014 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES New York Stock Exchange LLC (the 'Exchange' or the 'NYSE') hereby notifies the Securities and Exchange Commission ('SEC') of its intention to remove the entire class of common stock (the 'Common Stock') of Cal Dive International, Inc.

November 7, 2014 EX-10.8

FOURTH LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.8 FOURTH LIMITED WAIVER AND AGREEMENT This Fourth Limited Waiver and Agreement dated as of August 8, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Admini

November 7, 2014 EX-10.4

LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.4 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of July 21, 2014, (this " Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the " Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agen

November 7, 2014 EX-10.6

THIRD LIMITED WAIVER AND AGREEMENT

EX-10.6 7 exhibit106.htm ABC FUNDING LIMITED WAIVER AND AGREEMENT DATED 7-28-14 EXHIBIT 10.6 THIRD LIMITED WAIVER AND AGREEMENT This Third Limited Waiver and Agreement dated as of July 28, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described

November 7, 2014 EX-10.5

LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.5 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of July 28, 2014 (this " Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the " Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the " Adminis

November 7, 2014 EX-10.2

LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.2 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of July 17, 2014, (this " Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the " Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agen

November 7, 2014 EX-10.7

LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.7 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of August 8, 2014 (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administr

November 7, 2014 EX-10.1

LIMITED WAIVER AND AGREEMENT

EXHIBIT 10.1 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of July 17, 2014 (this " Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the " Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the " Adminis

November 7, 2014 EX-10.3

LIMITED WAIVER AND AGREEMENT

EX-10.3 4 exhibit103.htm BANK OF AMERICA LIMITED WAIVER AND AGREEMENT DATED 7-21-14 EXHIBIT 10.3 LIMITED WAIVER AND AGREEMENT This Limited Waiver and Agreement dated as of July 21, 2014 (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, a

November 7, 2014 10-Q

Cal Dive International (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNA

November 6, 2014 EX-99.1

November 5, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE November 5, 2014 Contact: Ike Smith Vice President - Finance (713) 243-2713 Cal Dive Reports Third Quarter 2014 Results HOUSTON, TX – (November 5, 2014) Cal Dive International, Inc. (OTC: CDVI) (the "Company") reported a third quarter 2014 loss of $42.6 million, or $0.45 per diluted share, on rev

November 6, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2014 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 6, 2014 EX-99.2

Cal Dive International 3rd Quarter 2014 Earnings Conference Call

Exhibit 99.2 Cal Dive International 3rd Quarter 2014 Earnings Conference Call Cautionary Statement This presentation may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earnings expectations. The

November 5, 2014 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 29, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 5, 2014 EX-99

November 3, 2014

EX-99 2 exhibit991.htm PRESS RELEASE OF 11-3-2014 Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE November 3, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Announces Execution of Amendment No. 9 to Revolving Credit Facility and Delisting from the NYSE HOUSTON, TX – (November 3, 2014) Cal Dive International, Inc. (OTC:

October 16, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 16, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

October 16, 2014 EX-99.1

October 16, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE October 16, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Provides Additional Update on Revolving Credit Facility Refinancing HOUSTON, TX – (October 16, 2014) Cal Dive International, Inc. (NYSE: DVR) (the "Company") announced today that it is continuing to work on a refin

October 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 6, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

October 7, 2014 EX-99.1

October 6, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE October 6, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Gives Further Update on Revolving Credit Facility Refinancing HOUSTON, TX – (October 6, 2014) Cal Dive International, Inc. (NYSE: DVR) (the "Company") announced today that it is continuing to work with several finan

October 2, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 1, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

October 2, 2014 EX-99.1

October 1, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE October 1, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Gives Update on Revolving Credit Facility Refinancing HOUSTON, TX – (October 1, 2014) Cal Dive International, Inc. (NYSE: DVR) (the "Company") announced today that it is continuing to work with several financial ins

September 12, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): September 8, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

September 12, 2014 EX-99.1

September 12, 2014

EX-99.1 2 exh991.htm CAL DIVE PRESS RELEASE EXHIBIT 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE September 12, 2014 Contact: Ike Smith Vice President-Finance (713) 243-2713 Cal Dive Receives Continued Listing Standards Notice from the New York Stock Exchange HOUSTON, TX – (September 12, 2014) On September 8, 2014, Cal Dive International, Inc. (NYSE

September 10, 2014 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 22, 2014 EX-99.1

August 22, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE August 22, 2014 Contact: Ike Smith Vice President - Finance (713) 243-2713 Cal Dive Executes Commitment Letters for Refinancing of Revolving Credit Agreement HOUSTON, TX – (August 22, 2014) Cal Dive International, Inc. (NYSE: DVR) announced today that it has executed commitment letters with three

August 22, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 22, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

August 11, 2014 EX-10.3

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2014 CAL DIVE INTERNATIONAL, INC. as Borrower, EACH LENDER FROM TIME TO TIME PARTY HERETO ABC FUNDING, LLC, as Administrative Agent TABLE OF CONTENTS

Exhibit 10.3 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2014 among CAL DIVE INTERNATIONAL, INC. as Borrower, EACH LENDER FROM TIME TO TIME PARTY HERETO and ABC FUNDING, LLC, as Administrative Agent TABLE OF CONTENTS Page Article I Definitions and Accounting Terms 1 Section 1.01 Defined Terms 1 Section 1.02 Other Interpretive Provisions 27 Section 1.03 Accounting Terms 28 Section 1.04

August 11, 2014 EX-99.1

August 11, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE August 11, 2014 Contact: Ike Smith Vice President - Finance (713) 243-2713 Cal Dive Reports Second Quarter 2014 Results and Provides Company Updates HOUSTON, TX – (August 11, 2014) Cal Dive International, Inc. (NYSE: DVR) reported a second quarter 2014 loss of $29.1 million, or $0.31 per diluted

August 11, 2014 EX-99.2

Cal Dive International 2nd Quarter 2014 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expec

Exhibit 99.2 Cal Dive International 2nd Quarter 2014 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earn

August 11, 2014 EX-10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of April 30, 2014 and entered into by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation ("CDII"), CAL DIVE OFFSHORE CONTRACTORS, INC., a Delaware corporation ("CDOCI"), AFFILIATED MARINE CONTRACTORS, INC., a Delaware corporation ("AMCI"), FLEET PIPELINE SERVICES,

August 11, 2014 EX-3.2

COMPOSITE BYLAWS CAL DIVE INTERNATIONAL, INC. (the "Corporation") Incorporated under the Laws of the State of Delaware Effective as of May 13, 2014 ARTICLE 1 OFFICES AND RECORDS

EXHIBIT 3.2 COMPOSITE BYLAWS OF CAL DIVE INTERNATIONAL, INC. (the "Corporation") Incorporated under the Laws of the State of Delaware Effective as of May 13, 2014 ARTICLE 1 OFFICES AND RECORDS Section 1.1 Offices. The Corporation may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time

August 11, 2014 EX-10.1

AMENDMENT NO. 8 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT

EXHIBIT 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT This Amendment No. 8 to Credit Agreement and Amendment No. 2 to Security Agreement dated as of May 9, 2014, (this "Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement de

August 11, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2014 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

August 11, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONA

June 19, 2014 EX-99.1

June 18, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE June 18, 2014 Contact: Ike Smith Vice President - Finance (713) 243-2713 Cal Dive Announces Chief Financial Officer Resignation HOUSTON, TX – (June 18, 2014) Cal Dive International, Inc. (NYSE:DVR) announced today that Brent D. Smith, the Company's Chief Financial Officer, voluntarily resigned fr

June 19, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CAL DIVE FORM 8-K

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): June 13, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

June 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CAL DIVE FORM 8-K DATED 6-3-14

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): June 3, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

June 4, 2014 EX-99.1

June 3, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE June 3, 2014 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Sale of its U.S. Gulf of Mexico Surface Diving Fleet HOUSTON, TX – (June 3, 2014) Cal Dive International, Inc. (NYSE:DVR) announced today the sale of its U.S. Gulf o

May 16, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - CAL DIVE FORM 8-K MAY 16, 2014

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): May 13, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

May 16, 2014 EX-3.1

AMENDMENT AMENDED AND RESTATED BYLAWS CAL DIVE INTERNATIONAL, INC. (the "Corporation") (Adopted as of May 13, 2014)

EX-3.1 2 ex31.htm CAL DIVE EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF CAL DIVE INTERNATIONAL, INC. (the "Corporation") (Adopted as of May 13, 2014) The second paragraph of Section 3.10 is hereby amended to read in its entirety as follows: Section 3.10 Committees of the Board of Directors. [* * * * * * * *] Each committee may determine the procedural rules for meeting and c

May 15, 2014 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8k051514.htm CAL DIVE FORM 8-K DATED MAY 15, 2014 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): May 9, 2014 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other ju

May 12, 2014 EX-10.1

AMENDMENT NO. 7 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO SECURITY AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY

EXHIBIT 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO SECURITY AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY This Amendment No. 7 to Credit Agreement, Amendment No. 1 to Security Agreement and Amendment No. 1 to Guaranty dated as of March 7, 2014, (this "Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrowe

May 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATION

May 9, 2014 EX-99.1

May 8, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE May 8, 2014 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports First Quarter 2014 Results; Reschedules Time of Conference Call HOUSTON, TX – (May 8, 2014) Cal Dive International, Inc. (NYSE: DVR) reported a first quarter 2014 loss

May 9, 2014 EX-99.2

May 9, 2014

Exhibit 99.2 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE May 9, 2014 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Debt Refinancing HOUSTON, TX – (May 9, 2014) Cal Dive International, Inc. (NYSE: DVR) announces that it has refinanced its debt to provide more flexibility and liquid

May 9, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2014 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Numb

May 9, 2014 EX-99.3

Cal Dive International 1st Quarter 2014 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expec

EX-99.3 4 exhibit993.htm 1-Q 2014 EARNINGS PRESENTATION Exhibit 99.3 Cal Dive International 1st Quarter 2014 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions

April 2, 2014 DEF 14A

- CAL DIVE 2014 PROXY STATEMENT

DEF 14A 1 def14aproxy.htm CAL DIVE 2014 PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

April 2, 2014 DEFA14A

- NOTICE OF AVAILABILITY OF PROXY MATERIAL

DEFA14A 1 defa14anotice2014.htm NOTICE OF AVAILABILITY OF PROXY MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Co

March 11, 2014 EX-10.5

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.5 AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement, dated as of September 19, 2012 (this "Third Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swin

March 11, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013  TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-33206 CAL DIVE INTERNATIONAL, IN

March 11, 2014 EX-10.31

RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN

Exhibit 10.31 RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and (the "Award Recipient"). WHEREAS, the Company maintains the 2013 Stock Incentive Plan (the "Plan"), under which the Compensation Committee

March 11, 2014 EX-21.1

LIST OF SUBSIDIARIES Subsidiary (1) Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware CDI Vessels Mexico, S de RL de CV (49% owned) Mexico CDI Offshore Construction Mexico, S.de R.L. de C.V. Mexico

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary (1) Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware CDI Vessels Mexico, S de RL de CV (49% owned) Mexico CDI Offshore Construction Mexico, S.de R.L. de C.V. Mexico CDI Renewables, LLC Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offshore Construction, Inc. Delaware ECH Offshore S de RL de CV

March 11, 2014 EX-10.30

RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN

Exhibit 10.30 RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN THIS AGREEMENT (the "Agreement") is effective as of December 12, 2013 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive") and (the "Award Recipient"). WHEREAS, the Company maintains the 2013 Stock Incentive Plan (the "Plan"), under which the Compensation Committee

March 11, 2014 EX-10.11

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.11 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 31, 2013 and entered into by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation ("CDII"), CAL DIVE OFFSHORE CONTRACTORS, INC., a Delaware corporation ("CDOCI"), AFFILIATED MARINE CONTRACTORS, INC., a Delaware corporation ("AMCI"), FLEET PIPELINE SERVICES

March 11, 2014 EX-10.32

PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN

Exhibit 10.32 PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and ?Name? (the "Award Recipient"). WHEREAS, the Company maintains the 2013 Stock Incentive Plan (the "Plan"), under which the Compensati

March 5, 2014 EX-99.1

March 4, 2014

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE March 4, 2014 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Fourth Quarter and Full-Year 2013 Results HOUSTON, TX – (March 4, 2014) Cal Dive International, Inc. (NYSE: DVR) generated a loss for the fourth quarter 2013 of $0.5

March 5, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K CDI 3-4-2014

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): March 4, 2014 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

March 5, 2014 EX-99..2

Cal Dive International 4th Quarter 2013 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expec

Exhibit 99.2 Cal Dive International 4th Quarter 2013 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earn

February 14, 2014 SC 13G

CDVIQ / Cal Dive International, Inc. / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CAL DIVE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 12802T101 (CUSIP Number) 12/31/13 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X]

February 13, 2014 SC 13G

CDVIQ / Cal Dive International, Inc. / TOWLE & CO - TOWLE & CO SC 13G 12-31-2013 (CAL DIVE INTERNATIONAL, INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cal Dive International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12802T101 (CUSIP Number) Christopher D. Towle Towle & Co. 1610 Des Peres Road, Suite 250, St. Louis, MO 63131 (314) 822-0204 (Name, Address and Telephone Number of P

February 11, 2014 SC 13G/A

CDVIQ / Cal Dive International, Inc. / VANGUARD GROUP INC Passive Investment

caldiveinternational.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Cal Dive International Inc Title of Class of Securities: Common Stock CUSIP Number: 12802T101 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appr

February 10, 2014 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 6, 2014 SC 13G/A

CDVIQ / Cal Dive International, Inc. / SIGNIA CAPITAL MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

November 7, 2013 EX-3.2

COMPOSITE BYLAWS CAL DIVE INTERNATIONAL, INC. (the "Corporation") Incorporated under the Laws of the State of Delaware Effective as of November 4, 2013 ARTICLE 1 OFFICES AND RECORDS

EXHIBIT 3.2 COMPOSITE BYLAWS OF CAL DIVE INTERNATIONAL, INC. (the "Corporation") Incorporated under the Laws of the State of Delaware Effective as of November 4, 2013 ARTICLE 1 OFFICES AND RECORDS Section 1.1 Offices. The Corporation may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to

November 7, 2013 EX-10.1

AMENDMENT NO. 6 AND WAIVER TO CREDIT AGREEMENT

EXHIBIT 10.1 AMENDMENT NO. 6 AND WAIVER TO CREDIT AGREEMENT This Amendment No. 6 and Waiver to Credit Agreement, dated as of November 1, 2013 (this "Sixth Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administ

November 7, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CDI 8-K-11-06-2013

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): November 6, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 7, 2013 EX-99.2

Cal Dive International 3rd Quarter 2013 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expec

EX-99.2 4 exhibit992.htm 3Q13 PRESENTATION Cal Dive International 3rd Quarter 2013 Earnings Conference Call Cautionary Statement This presentation and related commentary may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statement

November 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNA

November 7, 2013 EX-99.1

November 6, 2013

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE November 6, 2013 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Third Quarter 2013 Results HOUSTON, TX – (November 6, 2013) Cal Dive International, Inc. (NYSE: DVR) generated a loss for the third quarter 2013 of $3.8 million, o

October 8, 2013 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 23, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CDI 8K 8192013

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): August 19, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

August 8, 2013 EX-3.3

COMPOSITE CERTIFICATE OF INCORPORATION CAL DIVE INTERNATIONAL, INC. ARTICLE I NAME

Exhibit 3.3 COMPOSITE CERTIFICATE OF INCORPORATION OF CAL DIVE INTERNATIONAL, INC. ARTICLE I NAME The name of the corporation (which is hereinafter referred to as the "Corporation") is: Cal Dive International, Inc. ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation's registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orang

August 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONA

August 8, 2013 EX-4.2

FIRST SUPPLEMENTAL INDENTURE dated as of October 9, 2012 by and among CAL DIVE INTERNATIONAL, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee to the INDENTURE dated as of July 18, 201

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE dated as of October 9, 2012 by and among CAL DIVE INTERNATIONAL, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee to the INDENTURE dated as of July 18, 2012 5.00% CONVERTIBLE SENIOR NOTES DUE 2017 1 This First Supplemental Indenture, dated as of April 26, 2013 (this "Supplemental Indentur

August 8, 2013 EX-99.1

August 7, 2013

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE August 7, 2013 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Second Quarter 2013 Results and Announces Additional Pemex Contract Award of $40 Million HOUSTON, TX – (August 7, 2013) Cal Dive International, Inc. (NYSE: DVR) repo

August 8, 2013 S-8

- CAL DIVE REGISTRATION STATEMENT - 8-8-13

As filed with the Securities and Exchange Commission on August 8, 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 61-1500501 (I

August 8, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

August 8, 2013 EX-99.2

Cautionary Statement This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions and in

Exhibit 99.2 k Cautionary Statement This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions and include any statements that are made regarding earnings expectations. The forward-looking statements speak only as of the date of this re

July 3, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K CREDIT AGREEMENT 6-27-13

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): June 27, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 3, 2013 EX-10.1

CREDIT AGREEMENT Dated as of June 27, 2013 CAL DIVE INTERNATIONAL, INC., CAL DIVE OFFSHORE CONTRACTORS, INC., AFFILIATED MARINE CONTRACTORS, INC., FLEET PIPELINE SERVICES, INC., GULF OFFSHORE CONSTRUCTION, INC., AND CDI RENEWABLES, LLC, as Borrowers,

Exhibit 10.1 CREDIT AGREEMENT Dated as of June 27, 2013 among CAL DIVE INTERNATIONAL, INC., CAL DIVE OFFSHORE CONTRACTORS, INC., AFFILIATED MARINE CONTRACTORS, INC., FLEET PIPELINE SERVICES, INC., GULF OFFSHORE CONSTRUCTION, INC., AND CDI RENEWABLES, LLC, as Borrowers, and ABC FUNDING, LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.01 Def

June 4, 2013 EX-10.1

AMENDMENT NO. 5 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement, dated as of May 31, 2013 (this "Fifth Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line

June 4, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CAL DIVE FORM 8-K

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): May 31, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

May 16, 2013 EX-10.1

CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN

Exhibit 10.1 CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the Cal Dive International, Inc. 2013 Stock Incentive Plan (the "Plan") is to increase stockholder value and to advance the interests of Cal Dive International, Inc. ("Cal Dive") and its subsidiaries (collectively with Cal Dive, the "Company") by furnishing stock-based economic incentives (the "Incentive

May 16, 2013 EX-3.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CAL DIVE INTERNATIONAL, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAL DIVE INTERNATIONAL, INC. Cal Dive International, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: FIRST: At a meeting of the Corporation's Board of Directors held on February 26, 2013, resolutions were duly a

May 16, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 14, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

May 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATION

May 2, 2013 EX-99.1

May 1, 2013

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE May 1, 2013 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports First Quarter 2013 Results HOUSTON, TX – (May 1, 2013) Cal Dive International, Inc. (NYSE: DVR) reported a first quarter 2013 loss of $17.7 million, or $0.19 per dilute

May 2, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CDI 8K-5-1-2013

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): May 1, 2013 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 2500 CityWest Boulevard, Suite

May 2, 2013 EX-99.2

Cal Dive International 1st Quarter 2013 Earnings Conference Call Cautionary Statement This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "inte

Cal Dive International 1st Quarter 2013 Earnings Conference Call Cautionary Statement This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions and include any statements that are made regarding earnings expectations.

April 9, 2013 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

April 3, 2013 DEF 14A

- CAL DIVE 2013 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

April 3, 2013 DEFA14A

- NOTICE OF AVAILABILITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 25, 2013 CORRESP

-

Lisa M. Buchanan Executive Vice President, Chief Administrative Officer and General Counsel March 25, 2013 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Anne Nguyen Parker, Branch Chief Re: Cal Dive International, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 15, 2013 Fil

March 25, 2013 PRER14A

- CAL DIVE INTERNATIONAL REVISED PRELIMINARY 2013 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 15, 2013 PRE 14A

- CAL DIVE PRELIMINARY 2013 PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 8, 2013 10-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONAL, I

March 8, 2013 EX-10.29

PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan

Exhibit 10.29 PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan This Performance Share Unit Award Agreement (the "Agreement") is made by and between Cal Dive International, Inc. ("Company" or "DVR") and ("Employee") effective as of December 11, 2012 ("Grant Date"), pursuant to the Cal Dive International" Inc. Amended and Restated

March 8, 2013 EX-21.1

LIST OF SUBSIDIARIES Subsidiary (1) Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware CDI Vessels Mexico, S de RL de CV (49% owned) Mexico CDI Renewables, LLC Delaware Fleet Pipeline Services, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary (1) Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware CDI Vessels Mexico, S de RL de CV (49% owned) Mexico CDI Renewables, LLC Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offshore Construction, Inc. Delaware CDI Offshore Construction Mexico, S.de R.L. de C.V. Mexico ECH Offshore S de RL de CV

February 28, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 27, 2013 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

February 28, 2013 EX-99.2

Cal Dive International 4th Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate,"

Exhibit 99.2 Cal Dive International 4th Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions and include any statements that are made regarding earnings expectations

February 28, 2013 EX-99

February 27, 2013

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 FOR IMMEDIATE RELEASE February 27, 2013 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Fourth Quarter and Year End 2012 Results HOUSTON, TX – (February 27, 2013) Cal Dive International, Inc. (NYSE: DVR) generated a fourth quarter 2012 loss of $4.4 m

February 12, 2013 SC 13G

CDVIQ / Cal Dive International, Inc. / Huber Capital Management LLC - STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2013 SC 13G/A

CDVIQ / Cal Dive International, Inc. / VANGUARD GROUP INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Cal Dive International Inc Title of Class of Securities: Common Stock CUSIP Number: 12802T101 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 18, 2013 SC 13G

CDVIQ / Cal Dive International, Inc. / SIGNIA CAPITAL MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

SC 13G 1 DVR123112.htm SCHEDULE 13G HOLDINGS REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cal Dive International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12802T101 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

December 14, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 11, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

November 8, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 3Q12 EARNINGS RELEASE

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): November 7, 2012 CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNA

November 8, 2012 EX-99.1

November 7, 2012

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE November 7, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Third Quarter 2012 Results and Company Restructuring HOUSTON, TX – (November 7, 2012) Cal Dive International, Inc. (NYSE:DVR) reported third qua

November 8, 2012 EX-99.2

Cal Dive International 3rd Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,”

Exhibit 99.2 Cal Dive International 3rd Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earnings expectations

November 8, 2012 EX-10.3

AMENDMENT NO. 4 TO CREDIT AGREEMENT

Exhibit 10.3 AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement, dated as of November 2 2012 (this “Fourth Amendment”), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing

September 26, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CAL DIVE FORM 8-K OFFICER DEPARTURE

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): September 20, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fi

August 6, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONA

August 2, 2012 EX-99.1

August 1, 2012

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE August 1, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Second Quarter 2012 Results HOUSTON, TX – (August 1, 2012) Cal Dive International, Inc. (NYSE:DVR) reported a second quarter 2012 loss of $5.7 mil

August 2, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 2Q12 EARNINGS RELEASE

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): August 1, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

August 2, 2012 EX-99.2

Cal Dive International 2nd Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,”

Exhibit 99.2 Cal Dive International 2nd Quarter 2012 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earnings expectations

July 18, 2012 EX-10.1

Cal Dive International, Inc. $75,000,000 Aggregate Principal Amount 5.00% Convertible Senior Notes Due 2017 PURCHASE AGREEMENT dated July 12, 2012 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Purchase Agreement

Exhibit 10.1 Exhibit 10.1 Cal Dive International, Inc. $75,000,000 Aggregate Principal Amount 5.00% Convertible Senior Notes Due 2017 PURCHASE AGREEMENT dated July 12, 2012 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Purchase Agreement July 12, 2012 WELLS FARGO SECURITIES, LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several In

July 18, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): July 12, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33206 61-1500501 (State or other jurisdiction of incorporation) (Commiss

July 18, 2012 EX-99.1

July 18, 2012

Exhibit 99.1 Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 18, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Closing of 5.00% Convertible Senior Notes Offering HOUSTON, TX – (July 18, 2012) Cal Dive International, Inc. (NYSE: DVR) (“Cal Dive

July 18, 2012 EX-4.1

CAL DIVE INTERNATIONAL, INC. as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Dated as of July 18, 2012 5.00% CONVERTIBLE SENIOR NOTES DUE 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AN

Exhibit 4.1 Exhibit 4.1 EXECUTION VERSION CAL DIVE INTERNATIONAL, INC. as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of July 18, 2012 5.00% CONVERTIBLE SENIOR NOTES DUE 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 10 Se

July 13, 2012 8-K

Financial Statements and Exhibits, Other Events - CAL DIVE 8-K NOTE PRICING

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): July 13, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 13, 2012 EX-1.1

July 13, 2012

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 13, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Pricing of 5.00% Convertible Senior Notes Due 2017 HOUSTON, TX – (July 13, 2012) Cal Dive International, Inc. (NYSE: DVR) (“Cal Dive”) announced

July 12, 2012 EX-99.2

July 12, 2012

Exhibit 99.2 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 12, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Proposed $75 Million Offering of Convertible Senior Notes Due 2017 HOUSTON, TX – (July 12, 2012) Cal Dive International, Inc. (NYSE: DVR) (“Cal D

July 12, 2012 EX-10.1

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement, dated as of July 9, 2012 (this “Second Amendment”), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Lin

July 12, 2012 8-A12B/A

- FORM 8-A/A 07-12-12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) 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) Delaware (State of Incorporation or Organization) 61-1500501 (I.R.S. Employer Identification

July 12, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8kamendno2.htm FORM 8-K AMEND NO 2 TO CREDIT AGREEMENT 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): July 9, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or ot

July 12, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K NOTE OFFERING 7-12-12

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): July 12, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 12, 2012 EX-99.1

July 12, 2012

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 12, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Expected EBITDA for Second Quarter 2012 and Reduction of Term Loan Balance HOUSTON, TX – (July 12, 2012) Cal Dive International, Inc. (NYSE: DVR)

May 18, 2012 EX-99.1

May 17, 2012

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE May 17, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces New Director HOUSTON, TX – (May 17, 2012) Cal Dive International, Inc. (NYSE: DVR) announced today that the Board has increased the size of the B

May 18, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 form8k51812.htm FORM 8-K NEW DIRECTOR 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): May 15, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i

May 1, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATION

April 30, 2012 EX-99.2

Cal Dive International 1st Quarter 2012 Earnings Conference Call Presentation Outline 3 Summary of 1Q 2012 Results Backlog Discussion of Financial Results Non-GAAP Reconciliations Q & A Summary of 1Q Results 4 Uncle John, Kestrel, and Atlantic in dry

Exhibit 99.2 Cal Dive International 1st Quarter 2012 Earnings Conference Call Forward-Looking Statements This press release may include “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earnings expectation

April 30, 2012 EX-99.1

April 30, 2012

Exhibit 99.1 2500 CityWest Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE April 30, 2012 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports First Quarter 2012 Results HOUSTON, TX – (April 30, 2012) Cal Dive International, Inc. (NYSE:DVR) reported a first quarter 2012 loss of $24.3 mill

April 30, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CAL DIVE FORM 8-K 1Q12 EARNINGS RELEASE

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): April 30, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

April 12, 2012 8-K

Regulation FD Disclosure - CAL DIVE FORM 8-K 4-11-12

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): April 11, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

April 4, 2012 DEFA14A

- CAL DIVE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

April 4, 2012 DEF 14A

- CAL DIVE 2012 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 2, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONAL, I

March 2, 2012 EX-21.1

LIST OF SUBSIDIARIES Subsidiary Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offshore Construction, Inc. Delaware ECH Offshore S de RL de CV Mexico

EXHIBIT 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offshore Construction, Inc. Delaware ECH Offshore S de RL de CV Mexico HOC Offshore S de RL de CV Mexico Horizon C-Bay-Costa Afuera S de RL de CV Mexico Tiburon Ingenieria y Construccion, S de RL de CV Mexico

March 2, 2012 EX-10.26

CAL DIVE INTERNATIONAL, INC. DIRECTORS DEFERRED COMPENSATION PLAN

EXHIBIT 10.26 CAL DIVE INTERNATIONAL, INC. DIRECTORS DEFERRED COMPENSATION PLAN 1. Purpose. The purpose of the Cal Dive International, Inc. Directors Deferred Compensation Plan (the “Plan”) is to aid the Company in attracting and retaining experienced outside or non-employee directors by providing them with tax-deferred savings opportunities. The Plan is intended to comply with Code Section 409A.

March 2, 2012 EX-10.25

PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan

EXHIBIT 10.25 PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan This Performance Share Unit Award Agreement (the ?Agreement?) is made by and between Cal Dive International, Inc. (?Company? or ?DVR?) and (?Employee?) effective as of December 6, 2011 (?Grant Date?), pursuant to the Cal Dive International? Inc. Amended and Restated

March 2, 2012 EX-10.11

Quinn J. Hebert President and Chief Executive Officer

Exhibit 10.11 Quinn J. Hebert President and Chief Executive Officer January 20, 2009 John R. Abadie, Jr. 4002 Oak Shadows Court Sugarland, TX 77479 RE: Retention Agreement Dear John: The purpose of this letter is to memorialize our mutual agreement with respect to certain retention benefits that the Compensation Committee of the Board of Directors of Cal Dive International, Inc. (the “Company”) ha

February 29, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 29, 2012 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

February 29, 2012 EX-99.1

February 29, 2011

EXHIBIT 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE February 29, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Fourth Quarter and Year End 2011 Results HOUSTON, TX – (February 29, 2011) Cal Dive International, Inc. (NYSE:DVR) reported a net loss for fis

February 29, 2012 EX-99.2

Cal Dive International 4th Quarter 2011 Earnings Conference Call

EXHIBIT 99.2 Cal Dive International 4th Quarter 2011 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through our use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that we make regarding our earnings expectati

February 9, 2012 SC 13G

CDVIQ / Cal Dive International, Inc. / VANGUARD GROUP INC Passive Investment

caldiveinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Cal Dive International Inc Title of Class of Securities: Common Stock CUSIP Number: 12802T101 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the ap

December 16, 2011 8-K

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): December 13, 2011 Cal Dive Intern

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): December 13, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

November 2, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNA

November 2, 2011 EX-10.3

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

Exhibit 10.3 SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (?Agreement?) between Cal Dive International, Inc., a Delaware corporation (the ?Company?), and G. Kregg Lunsford (the ?Executive?) is dated as of January 1, 2008 (the ?Agreement Date?). WITNESSETH Whereas, Helix Energy Solutions Group, Inc. (?Helix?) and the Executive entered into an Employment A

November 2, 2011 EX-10.2

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

Exhibit 10.2 SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (?Agreement?) between Cal Dive International, Inc., a Delaware corporation (the ?Company?), and John R. Abadie, Jr. (the ?Executive?) is dated as of January 1, 2011 (the ?Agreement Date?). WITNESSETH Whereas, the Company and Executive entered into a Severance and Change of Control Agreement dated

November 1, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

November 1, 2011 EX-99.1

November 1, 2011

EX-99.1 2 exhibit991.htm CAL DIVE 3Q11 EARNINGS PRESS RELEASE Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE November 1, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Third Quarter 2011 Results HOUSTON, TX – (November 1, 2011) Cal Dive Internationa

November 1, 2011 EX-99.2

Cal Dive International 3rd Quarter 2011 Earnings Conference Call

Exhibit 99.2 Cal Dive International 3rd Quarter 2011 Earnings Conference Call Forward-Looking Statements This presentation may include ?forward-looking? statements that are generally identifiable through our use of words such as ?believe,? ?expect,? ?anticipate,? ?intend,? ?plan,? ?estimate,? ?project? and similar expressions and include any statements that we make regarding our earnings expectati

October 13, 2011 EX-10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement, dated as of October 7, 2011, (this "First Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing

October 13, 2011 8-K

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): October 10, 2011 Cal Dive Interna

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): October 10, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

October 13, 2011 EX-99.1

October 10, 2011

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE October 10, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Amends Credit Facility HOUSTON, TX ? (October 10, 2011) Cal Dive International, Inc. (NYSE:DVR) announced today that an amendment to its credit facilit

September 14, 2011 EX-24.TXT

Know all by these presents, that the undersigned hereby constitutes and appoints

rrd287973325593.html POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Lisa M. Buchanan,Kelly C. Simoneaux and Hope M. Spencer, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "

September 14, 2011 EX-24.TXT

Know all by these presents, that the undersigned hereby constitutes and appoints

rrd287972325591.html POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Lisa M. Buchanan,Kelly C. Simoneaux and Hope M. Spencer, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "

September 13, 2011 8-K

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): September 9, 2011 Cal Dive Intern

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): September 9, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fil

September 13, 2011 EX-99.1

September 12, 2011

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE September 12, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Promotions HOUSTON, TX – (September 12, 2011) Cal Dive International, Inc. (NYSE:DVR) announced today the retirement of Scott T. Naughton,

September 9, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Cal Dive International Inc. NAME OF ISSUER: Common Stock (Par Value $.01) TITLE OF CLASS OF SECURITIES CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Cal Dive International Inc. - NAME OF ISSUER: Common Stock (Par Value $.01) - TITLE OF CLASS OF SECURITIES 12802T101 - CUSIP NUMBER August 31, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

August 3, 2011 EX-99.1

August 2, 2011

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE August 2, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Second Quarter 2011 Results HOUSTON, TX – (August 2, 2011) Cal Dive International, Inc. (NYSE:DVR) reported a second quarter 2011 net loss of $5.

August 3, 2011 EX-99.2

Cal Dive International 2nd Quarter 2011 Earnings Conference Call

Exhibit 99.2 Cal Dive International 2nd Quarter 2011 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through our use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that we make regarding our earnings expectati

August 3, 2011 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONA

August 3, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

May 13, 2011 8-K

Submission of Matters to a Vote of Security Holders

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): May 10, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Num

May 4, 2011 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATION

May 3, 2011 EX-99.2

Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through our use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions

EXHIBIT 99.2 Cal Dive International 1st Quarter 2011 Earnings Conference Call Forward-Looking Statements This presentation may include “forward-looking” statements that are generally identifiable through our use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that we make regarding our earnings expectati

May 3, 2011 EX-99.1

May 3, 2011

EXHIBIT 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE May 3, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports First Quarter 2011 Results HOUSTON, TX – (May 3, 2011) Cal Dive International, Inc. (NYSE:DVR) reported a first quarter 2011 net loss of $18.7 milli

May 3, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 3, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Numb

April 27, 2011 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 26, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

April 27, 2011 EX-10.1

CREDIT AGREEMENT Dated as of April 26, 2011 CAL DIVE INTERNATIONAL, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender L/C Issuer, WELLS FARGO BANK, N.A. BNP PARIBAS, as Co-Syndication Agents, DNB NOR BANK, ASA as Co

EXHIBIT 10.1 [Execution Version] [Published CUSIP Number:] CREDIT AGREEMENT Dated as of April 26, 2011 among CAL DIVE INTERNATIONAL, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N.A. and BNP PARIBAS, as Co-Syndication Agents, DNB NOR BANK, ASA and NATIXIS, as Co-Documentation Agents, The Other Lenders Party Hereto, and MERRI

April 27, 2011 EX-99.1

2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax Cal Dive Renews Credit Facility; Significantly Reduces Scheduled Debt Repayments

EX-99.1 3 ex991.htm PRESS RELEASE RE: CREDIT FACILITY EXHIBIT 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE April 27, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Renews Credit Facility; Significantly Reduces Scheduled Debt Repayments HOUSTON, TX – (April 27, 20

March 24, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 24, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 2, 2011 EX-10.11

AMENDMENT NO. 1 SEVERANCE AND CHANGE OF CONTROL AGREEMENT

EXHIBIT 10.11 AMENDMENT NO. 1 TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Amendment No. 1 to Severance and Change of Control Agreement (?Amendment No. 1?) between Cal Dive International, Inc., a Delaware corporation (the ?Company?), and Quinn J. H?bert (the ?Executive?) is dated as of January 1, 2009 (the ?Effective Date?). WITNESSETH WHEREAS, the Company and the Executive entered into a Sev

March 2, 2011 10-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONAL, I

March 2, 2011 EX-10.27

RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc. 2006 Long Term Incentive Plan

EXHIBIT 10.27 RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc. 2006 Long Term Incentive Plan This Restricted Stock Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company”) and (“Director”) effective as of December 9, 2010 (“Grant Date”), pursuant to the Cal Dive International,, Inc. 2006 Long Term Incentive Plan, (the “Plan”), which is incorpor

March 2, 2011 EX-21.1

LIST OF SUBSIDIARIES Subsidiary Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware Cal Dive HR Services LLC Delaware CDI Vessel Holdings LLC Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offs

EXHIBIT 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction Cal Dive Offshore Contractors, Inc. Delaware Affiliated Marine Contractors, Inc. Delaware Cal Dive HR Services LLC Delaware CDI Vessel Holdings LLC Delaware Fleet Pipeline Services, Inc. Delaware Gulf Offshore Construction, Inc. Delaware ECH Offshore S de RL de CV Mexico HOC Offshore S de RL de CV Mexico Horizon C-Bay-Costa Afuera S de RL d

March 2, 2011 EX-99.1

March 1, 2011

EXHIBIT 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE March 1, 2011 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Fourth Quarter and Year End 2010 Results HOUSTON, TX – (March 1, 2011) Cal Dive International, Inc. (NYSE:DVR) reported a net loss for fiscal 2010

March 2, 2011 EX-10.28

PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan

EX-10.28 4 exh1028.htm FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT EXHIBIT 10.28 PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan This Performance Share Unit Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company” or “DVR”) and (“Employee”) effective as of December 9, 2010 (“Grant Date

March 2, 2011 EX-99.2

Cal Dive International 4th Quarter 2010 Earnings Conference Call

Exhibit 99.2 Cal Dive International 4th Quarter 2010 Earnings Conference Call Forward-Looking Statements This presentation may include ?forward-looking? statements that are generally identifiable through our use of words such as ?believe,? ?expect,? ?anticipate,? ?intend,? ?plan,? ?estimate,? ?project? and similar expressions and include any statements that we make regarding our earnings expectati

March 2, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2011 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

February 14, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Cal Dive International Inc (Name of Issuer) Common Stock (no par value) (Title of Class of Securities) 12802T101 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 11, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _) Cal Dive International Inc. NAME OF ISSUER: Common Stock (Par Value $.01) TITLE OF CLASS OF SECURITIES CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Cal Dive International Inc. - NAME OF ISSUER: Common Stock (Par Value $.01) - TITLE OF CLASS OF SECURITIES 12802T101 - CUSIP NUMBER December 31, 2010 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

October 29, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNA

October 28, 2010 EX-99.1

October 28, 2010

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE October 28, 2010 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Reports Third Quarter 2010 Financial Results HOUSTON, TX – (October 28, 2010) Cal Dive International, Inc. (NYSE:DVR) reported third quarter 2010 net i

October 28, 2010 8-K

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): October 28, 2010 Cal Dive Interna

Form 8-K 3Q10 Earnings Release.DOC 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): October 28, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp

October 28, 2010 EX-99.2

EX-99.2

Converted by EDGARwiz Exhibit 99.2

October 28, 2010 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2010 Cal Dive Inter

Form 8-KA 10-22-10 Impairment.DOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor

October 19, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Results of Operations and Financial Condition

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): October 13, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

October 19, 2010 EX-99.1

October 15, 2010

Ex 99.1 to Form 8-K 10-19-10 (00011407).DOC Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE October 15, 2010 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Announces Impairment Charges and Third Quarter Earnings Conference Call Details HOUSTON, TX – (October 15,

September 16, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): September 10, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission Fi

September 16, 2010 EX-10

AMENDMENT NO. 2 SEVERANCE AND CHANGE OF CONTROL AGREEMENT

FORM OF Amendment No. 2 to Severance and Change of (00011056-2).DOC Exhibit 10.1 AMENDMENT NO. 2 TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Amendment No. 2 to Severance and Change of Control Agreement (“Amendment No. 2”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and (the “Executive”) is dated as of September 10, 2010 (the “Effective Date”). WITNESSETH WHE

August 31, 2010 EX-3.1

AMENDED AND RESTATED BYLAWS CAL DIVE INTERNATIONAL, INC. (the ?Corporation?) Incorporated under the Laws of the State of Delaware Adopted as of August 25, 2010 ARTICLE 1 OFFICES AND RECORDS

exhibit-31.doc Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CAL DIVE INTERNATIONAL, INC. (the “Corporation”) Incorporated under the Laws of the State of Delaware Adopted as of August 25, 2010 ARTICLE 1 OFFICES AND RECORDS Section 1.1 Offices. The Corporation may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corpor

August 31, 2010 EX-10

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

exhibit-101.doc Exhibit 10.1 SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Severance and Change of Control Agreement (“Agreement”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and Brent D. Smith (the “Executive”) is dated as of August 25, 2010 (the “Agreement Date”). WITNESSETH Whereas, the Executive has been and will continue to be an Executive of the Company and

August 31, 2010 EX-24.

EX-24.

rrd255566288495.html POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Lisa M. Buchanan, Brent D. Smith, Kelly C. Simoneaux and Hope M. Spencer, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange

August 31, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 25, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File

August 31, 2010 EX-99.1

August 26, 2010

exhibit-991.doc Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE August 26, 2010 Contact: Brent Smith Executive Vice President, Chief Financial Officer and Treasurer (713) 361-2634 Cal Dive Promotes Brent Smith to Chief Financial Officer HOUSTON, TX – (August 26, 2010) Cal Dive International, Inc. (NYSE:DVR) announced today

July 29, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File Nu

July 29, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL DIVE INTERNATIONA

July 29, 2010 EX-99.2

*

Exhibit 99.2 *

July 29, 2010 EX-99.1

July 28, 2010

Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 28, 2010 Contact: Brent Smith Vice President-Finance (713) 361-2634 Cal Dive Reports Second Quarter 2010 Financial Results HOUSTON, TX ? (July 28, 2010) Cal Dive International, Inc. (NYSE:DVR) reported a second quarter 2010 net loss of $7.3 million, or $.08 per diluted sh

July 23, 2010 EX-10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement, dated as of July 19, 2010, (this "Third Amendment"), is entered into by CDI VESSEL HOLDINGS LLC, a Delaware limited liability company ("CDI Vessel"), CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Parent", and together with CDI Vessel, the "Borrowers", and each, a "Borrower"), the lenders party to the Credit

July 23, 2010 8-K

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): July 19, 2010 Cal Dive Internatio

form-8k071910.doc 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): July 19, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (

July 23, 2010 EX-99.1

July 23, 2010

EX-99.1 3 exhibit991.htm Exhibit 99.1 2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE July 23, 2010 Contact: Brent Smith Vice President- Finance (713) 361-2634 Cal Dive Amends Credit Facility HOUSTON, TX – (July 23, 2010) Cal Dive International, Inc. (NYSE:DVR) announced today that it has amended its credit facility, which matures in De

May 17, 2010 8-K

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): May 11, 2010 Cal Dive Internation

form-8k051110.doc 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): May 11, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (C

April 29, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 ¨ TRANSITION REPORT PURSUANT TO

form-10q033110.doc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 C

April 29, 2010 EX-99.1

April 28, 2010

2500 City West Boulevard Suite 2200 Houston, TX 77042 (713) 361-2600 (713) 361-2693 fax FOR IMMEDIATE RELEASE April 28, 2010 Contact: Brent Smith Vice President-Finance (713) 361-2634 Cal Dive Reports First Quarter 2010 Results; Announces Contract Win in Australia HOUSTON, TX – (April 28, 2010) Cal Dive International, Inc.

April 29, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2010 Cal Dive International, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33206 (Commission File N

April 29, 2010 EX-99.2

EX-99.2

March 29, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

def-14apx-2010.doc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Def

March 29, 2010 DEFA14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

February 26, 2010 EX-3.2

AMENDED AND RESTATED BYLAWS CAL DIVE INTERNATIONAL, INC. (the ?Corporation?) Incorporated under the Laws of the State of Delaware Adopted as of February 24, 2010 ARTICLE 1 OFFICES AND RECORDS

exhibit-32.doc Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CAL DIVE INTERNATIONAL, INC. (the “Corporation”) Incorporated under the Laws of the State of Delaware Adopted as of February 24, 2010 ARTICLE 1 OFFICES AND RECORDS Section 1.1 Offices. The Corporation may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corp

February 26, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTI

form-10k-123109.doc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33206 CAL D

February 26, 2010 EX-10

CAL DIVE INTERNATIONAL, INC. AMENDED AND RESTATED ANNUAL PERFORMANCE BONUS PLAN

Exhibit 10.20 CAL DIVE INTERNATIONAL, INC. AMENDED AND RESTATED ANNUAL PERFORMANCE BONUS PLAN This Cal Dive International, Inc. Annual Performance Bonus Plan (the “Plan”) is adopted by Cal Dive International, Inc., a Delaware corporation (the “Company”). The terms of the Plan have been approved by the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) and are

February 26, 2010 EX-21.1

CAL DIVE INTERNATIONAL, INC. LIST OF SUBSIDIARIES Subsidiary Jurisdiction CDI Janus Holdings LLC Delaware Cal Dive HR Services LLC Delaware Cal Dive International Pte. Limited Singapore Cal Dive International (Australia) Pty Limited Australia CDI Pro

exhibit-211.doc Exhibit 21.1 CAL DIVE INTERNATIONAL, INC. LIST OF SUBSIDIARIES Subsidiary Jurisdiction CDI Janus Holdings LLC Delaware Cal Dive HR Services LLC Delaware Cal Dive International Pte. Limited Singapore Cal Dive International (Australia) Pty Limited Australia CDI Proteus LLC Delaware CDI Umbra LLC Delaware CDI Prometheus Holdings, Inc. Delaware CDI Vessel Holdings LLC Delaware Cal Dive

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