##### Table of Contents



As filed with the Securities and Exchange Commission on
    December 13, 2006
 
 Registration
    No. 333-134609
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 7
 
 to
  FORM S-1
  REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
 CAL DIVE INTERNATIONAL,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

1389

61-1500501(State or other jurisdiction
    of
    incorporation or organization)

(Primary standard industrial
    classification code number)

(I.R.S. employer
    identification number)   400 N. Sam Houston Parkway E., Suite 1000
 Houston, Texas 77060
 (281) 618-0400
 (Address, including zip code,
    and telephone number, including area code,
 of registrants principal
    executive offices)
     G. Kregg Lunsford
 400 N. Sam Houston Parkway E., Suite 1000
 Houston, Texas 77060
 (281) 618-0400
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
     Copies to:
 Arthur H. Rogers, Esq.
    Fulbright & Jaworski L.L.P.
    1301 McKinney, Suite 5100
    Houston, Texas 77010
    Telephone: (713) 651-5421
    Facsimile: (713) 651-5246

Richard D.
    Truesdell, Jr., Esq.
    Davis Polk & Wardwell
    450 Lexington Avenue
    New York, New York 10017
    Telephone: (212) 450-4674
    Facsimile: (212) 450-3674   Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
     The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission
    acting pursuant to said Section 8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.  
 SUBJECT TO COMPLETION, DATED
    DECEMBER 13, 2006
 
  Prospectus
 22,173,000 Shares
  
 Cal Dive
    International, Inc.
 Common
    Stock
                  Investing in our common stock involves a high degree of risk.
    See Risk Factors beginning on page 10.
  Per Share

TotalOffering price

$

$Discounts and commissions to
    underwriters

$

$Offering proceeds to Cal Dive
    International, Inc

$

$       Banc
    of America Securities LLC
    JPMorgan      Johnson
    Rice & Company L.L.C. Raymond
    James Simmons &
    CompanyInternational Natexis  Bleichroeder  Inc. ,
    2006




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##### 



You should rely only on the information contained in this
    prospectus. We have not, and the underwriters have not,
    authorized anyone to provide you with different information. We
    are not making an offer to sell these securities in any
    jurisdiction where the offer or sale is not permitted. You
    should assume that the information contained in this prospectus
    is accurate as of the date on the front of this prospectus only.
    Our business, financial condition, results of operations and
    prospects may have changed since that date.
  Information contained in our web site does not constitute
    part of this prospectus.
    TABLE OF
    CONTENTS
  PageSummary


1Risk
    Factors


10Forward-Looking
    Statements


21Use of
    Proceeds


22Dividend
    Policy


22Capitalization


23Dilution


24Unaudited Pro Forma
    Combined Financial Data


25Selected Historical
    Combined Financial Data


29Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


33Business


45Management


59Arrangements Between
    Helix and Us


73Principal and
    Selling Stockholder


81Description of
    Capital Stock


82Shares Eligible for
    Future Sale


86Material
    U.S. Federal Tax Considerations For
    Non-U.S. Holders
    of Common Stock


88Underwriting


91Legal
    Matters


97Experts


97Where You Can Find
    More Information


97Certain
    Definitions


98Index to Financial
    Statements


F-1Consent of Ernst & Young LLPConsent of Deloitte & Touche LLP  
  i




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SUMMARY  This summary highlights information contained elsewhere in
    this prospectus and provides an overview of the material aspects
    of this offering. Because it is a summary, it does not contain
    all of the information you should consider before deciding to
    invest in shares of our common stock. You should read this
    entire prospectus carefully, especially the risks of investing
    in shares of our common stock discussed under Risk
    Factors beginning on page 10 and the financial
    statements and notes thereto included elsewhere in this
    prospectus. Our fiscal year ends on December 31 of each
    year.
  Unless the context otherwise requires, references in this
    prospectus to (i) Helix shall mean our parent
    company, Helix Energy Solutions Group, Inc., and its
    consolidated subsidiaries (other than us) and
    (ii) the issuer, the company,
    our company, we, our,
    us and Cal Dive International shall
    mean Cal Dive International, Inc. and the predecessor
    shallow water marine contracting business operated by Helix. On
    March 6, 2006, Helix changed its corporate name from
    Cal Dive International, Inc. to Helix
    Energy Solutions Group, Inc., at which time the
    Cal Dive International, Inc. name was passed on
    to us.
  Please refer to the subsection entitled Certain
    Definitions on page 95 for definitions of additional
    terms used in this prospectus.
  Our
    Business
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www.caldive.com.
  Competitive
    Strengths
    
    Leader in the Gulf of Mexico OCS diving services
    market.  We believe the size of our fleet and
    workforce makes us the market leader for diving services on the
    Gulf of Mexico OCS. We believe our size advantages allow us to
    provide the highest-quality diving services on the Gulf of
    Mexico OCS and result in our leading share of diving services
    contracts in this market. Furthermore, we expect to achieve
    similar leadership in new offshore markets due to our superior
    operating capabilities, international experience, existing
    relationships with globally focused customers and proven
    acquisition expertise.
    High-quality asset base.  The diversity of our
    vessels and diving systems, along with the modern features of
    our saturation diving fleet, positions us among the most
    technically advanced marine contractors and enables us to
    provide a wide range of offshore services. We possess
    complementary
 2




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diving, pipelay and pipe burial capabilities that are often
    required for more complex subsea projects. As a result, we can
    effectively execute this higher-margin business while enhancing
    the utilization of our diving support vessels.  
    Highly skilled workforce.  The quality of our
    workforce has been, and will continue to be, a vital contributor
    to our success. We believe that our high vessel utilization,
    commitment to effective training and safety, customer
    relationships and proven operating history help us to attract
    and retain skilled employees.
    Excellent, long-standing customer
    relationships.  During our more than 30 years
    operating in the Gulf of Mexico, we have built a reputation as a
    premier diving services contractor in the region and have
    developed a large and stable customer base, which includes
    virtually all of the top 20 energy producers in the Gulf of
    Mexico.
    Successful acquisition track record.  We have a
    proven track record of identifying and executing acquisitions
    that complement our fleet and workforce and enhance our service
    capabilities.
    Proven management team with extensive experience in the
    marine contracting business.  Our senior
    management team, which has an average of 22 years of
    industry experience, includes recognized leaders in diving
    services and offshore construction. We believe the knowledge and
    experience of our management team provides us a valuable
    competitive advantage.  Business
    Strategy
    
    Strengthen leadership position on the Gulf of Mexico
    OCS.  We will seek to expand our leadership
    position in the Gulf of Mexico OCS diving services market by
    enhancing the capabilities of our existing assets, making
    acquisitions of complementary assets or businesses and
    continuing to provide a high level of customer service. As
    evidence of our continued success in this market, we recently
    entered into a new diving services contract with a major oil
    company, the largest such contract in our history based on
    potential revenues of approximately $80 million.
    Expand into high-growth international markets through
    acquisitions.  We are continually evaluating
    potential acquisition targets in high-growth international
    markets. Our goal is to replicate our Gulf of Mexico OCS
    leadership in the most attractive international offshore regions
    by leveraging our operating capabilities, international
    experience, customer relationships and acquisition expertise.
    Continue to attract, develop and retain highly skilled
    personnel.  Our market leadership and future
    growth plans are predicated on our ability to employ the most
    highly skilled divers, supervisors and support staff in the
    industry. We structure our compensation and benefit plans to be
    competitive with our peers and invest significant resources in
    developing the technical, operational and safety skills of our
    workforce.
    Maintain a disciplined cost structure.  We seek
    to contain the costs of our operations and identify new
    opportunities to reduce costs. We believe that our cost
    discipline strategy will enhance our profitability in strong
    market environments and better position us to withstand market
    downturns.
    Optimize our mix of dayrate and qualified turnkey
    work.  We seek to optimize the allocation of our
    resources between dayrate and qualified turnkey work in order to
    diversify our sources of revenue and enhance overall
    profitability. We believe that this strategy allows us to
    respond effectively to the increasing demand from larger
    customers for integrated solutions while ensuring that a segment
    of our fleet is positioned to capitalize on attractive
    opportunities in the spot market.
    Improve financial flexibility.  We intend to
    improve our financial flexibility in the near term by utilizing
    our strong operating cash flows to reduce the debt incurred by
    us in connection with this offering. We seek to achieve a more
    conservative capital structure over the long term so that we may
    continue to actively pursue value-enhancing growth initiatives
    and mitigate some of the financial risk associated with a market
    downturn.
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Risks
    Associated with our Business
 4




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The
    Offering
  Common stock offered by us
    
    22,173,000 sharesCommon stock to be outstanding immediately after completion of
    this offering
    
    83,679,691 sharesCommon stock to be held by Helix immediately after completion of
    this offering
    
    61,506,691 sharesPercentage of our common stock to be held by Helix immediately
    after completion of this offering
    
    73.5%Proposed NYSE symbol
    
    DVRUse of proceeds
    
    We estimate that the net proceeds from this offering, after
    deducting underwriting discounts and estimated offering
    expenses, will be approximately $307.0 million, assuming an
    initial public offering price of $15.00 per share, which is
    the midpoint of the estimated offering price range set forth on
    the cover page of this prospectus. A $1.00 increase (decrease)
    in the assumed public offering price of $15.00 per share
    would increase (decrease) the net proceeds to us from this
    offering and the dividend to Helix by $20.7 million,
    assuming the number of shares offered by us, as set forth on the
    cover page of this prospectus, remains the same and after
    deducting the estimated expenses and underwriting discounts and
    commissions payable by us.We intend to distribute all of the net proceeds from this
    offering to Helix as a dividend. If the underwriters exercise
    their over-allotment option, Helix will sell
    3,325,950 additional shares of our common stock to the
    underwriters to cover any over-allotments. Any proceeds
    resulting from the sale of shares by Helix, after deducting
    underwriting discounts, will be paid to Helix and we will
    receive no proceeds from the sale of shares by Helix. See
    Use of Proceeds.Dividend policy
    
    Other than the dividends that we declared prior to the
    effectiveness of this offering and that we intend to pay Helix
    in connection with this offering, we do not anticipate paying
    any dividends on our common stock in the foreseeable future.Risk factors
    
    For a discussion of the risks related to our business, our
    relationship with Helix, our common stock and this offering, see
    Risk Factors beginning on page 10.    
    reflects a 61,506.691 to 1 stock split to be effected
    immediately prior to this offering;
    assumes no exercise of the underwriters over-allotment
    option; and
    excludes 1,320,309 restricted shares we anticipate granting to
    certain executive officers and employees in connection with this
    offering.
 5




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Summary
    Historical and Pro Forma Combined Financial Data
      DLB801 Kestrel,
            
    the results of operations of the assets acquired from Torch
    prior to their acquisition in August 2005 because this
    transaction did not qualify as a business
    combination under FASB Statement No. 141, Business
    Combinations;
 6




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
    the results of operations of the assets acquired from Fraser
    Diving prior to their acquisition because such results are
    immaterial; and
    the results of OTSL prior to our equity investment in July 2005
    because such results are immaterial.        
    the third-party indebtedness of $78 million, bearing
    interest at 6.37% and incurred on December 8, 2006 by a
    subsidiary of Helix that is being transferred to us in
    connection with this offering and the proceeds of which were
    distributed to Helix on December 8, 2006 as a dividend, was
    outstanding as of September 30, 2006; and  
    an additional $122 million draw under the same third-party
    indebtedness, bearing interest at 6.37% and incurred by the same
    subsidiary following the closing of this offering and the
    proceeds of which will be distributed to Helix as a dividend,
    was outstanding as of September 30, 2006.
 7




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##### Table of Contents



Pro FormaPro Forma








Nine MonthsYear Ended


Nine Months Ended


EndedYear Ended December 31,


December 31,


September 30,


September 30,2003


2004


2005


2005(1)


2005


2006


2006(1)(unaudited)


(unaudited)


(unaudited)


(unaudited)(in thousands, except per share and marine contracting
    activity data)Results of Operations
    Data:Net revenues

$
135,488


$
125,786


$
224,299


$
464,543


$
127,237


$
372,918


$
378,930Cost of sales


108,479



101,583



152,586



386,794



88,370



204,031



207,322Gross profit


27,009



24,203



71,713


$
77,749



38,867



168,887


$
171,608Gain on sale of assets










270











322Selling and administrative expenses


10,337



12,318



16,730







8,483



25,210Income from operations


16,672



11,885



55,253







30,384



143,999Equity in earnings (losses) of
    investment










2,817







672



(587
)Net interest income










45







22



364Income before income taxes


16,672



11,885



58,115







31,078



143,776Provision for income taxes


5,870



4,211



20,385







10,980



50,531Net income

$
10,802


$
7,674


$
37,730






$
20,098


$
93,245Net income per common share
    (unaudited):Basic and diluted(2)

$
0.18


$
0.12


$
0.61






$
0.33


$
1.52Pro forma basic
    and diluted(3)









$
0.39










$
0.96Other Financial Data:EBITDA (unaudited)(4)

$
31,881


$
27,395


$
73,378






$
41,670


$
160,459Depreciation and amortization


15,209



15,510



15,308







10,614



17,047Capital expenditures


2,784



2,912



36,407







31,678



21,055Acquisition of businesses










42,917











100,660Cash Flow Data(5):Cash flows provided by (used in):Operating activities

$
26,370


$
28,610


$
32,228






$
15,788


$
107,832Investing activities


(2,584
)


(2,912
)


(79,547
)






(31,104
)


(106,036
)Financing activities


(23,786
)


(25,698
)


47,319







15,316



252Marine Contracting Activity Data
    (unaudited):Number of vessels(6)


13



13



22







13



25Utilization(7)


68
%


63
%


79
%






72
%


95
%   December 31,


September 30, 20062003


2004


2005


Historical


Pro Forma(unaudited)








(unaudited)


(unaudited)(in thousands)Balance Sheet Data:Total current assets

$
43,270


$
46,565


$
110,484


$
125,936


$
123,888Net property and equipment


91,533



76,329



113,604



221,530



221,530Total assets


156,280



144,817



277,884



405,357



403,309Total current liabilities


21,165



27,438



73,869



101,865



101,865Long-term debt


















200,000Total liabilities


45,748



52,309



100,101



132,256



331,033Total owners equity


110,532



92,508



177,783



273,101



72,276
 8




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##### Table of Contents



(1)
    
    Since a statement of revenue and
    direct operating expenses for the assets acquired from Acergy is
    presented elsewhere in this prospectus instead of a full
    statement of operations, the pro forma information for the year
    ended December 31, 2005 and the nine months ended
    September 30, 2006 set forth above is limited to a
    presentation of net revenues, cost of sales and gross profit.(2)
    
    Basic and diluted net income per
    share are based upon 61,506,691 shares outstanding to be
    held by Helix. These shares reflect a 61,506.691 to 1 stock
    split to be effected immediately prior to this offering.  (3)
    
    Unaudited pro forma basic and
    diluted net income per share have been calculated using the sum
    of the 61,506,691 shares that will be owned by Helix at the
    completion of this offering, the 22,173,000 shares to be issued
    in this offering with the net proceeds to be distributed to
    Helix as a dividend and the 13,333,333 shares that we would have
    been required to issue to fund a $78 million dividend
    distributed to Helix on December 8, 2006, and a
    $122 million dividend to be distributed to Helix following
    the closing of this offering for which a total of
    $200 million of debt will be assumed by us.  (4)
    
    In addition to net income, we
    evaluate our financial performance based on other factors, one
    primary measure of which is earnings before net interest
    expense, taxes, depreciation and amortization, which we refer to
    as EBITDA. We use EBITDA as a measure of the operational
    strengths and performance of our business and not as a measure
    of liquidity. However, a limitation of the use of EBITDA as a
    performance measure is that it does not reflect the periodic
    costs of certain capitalized tangible and intangible assets used
    in generating revenues in our business. Accordingly, EBITDA
    should be considered in addition to, and not as a substitute
    for, net income and other measures of financial performance
    reported in accordance with GAAP. Furthermore, this measure may
    vary among companies; thus, EBITDA as presented below may not be
    comparable to similarly titled measures of other companies.    
    it is widely used by investors in our industry to measure a
    companys operating performance without regard to items
    such as interest expense, depreciation and amortization, which
    can vary substantially from company to company depending upon
    accounting methods and book value of assets, capital structure
    and the method by which assets were acquired; and
    it helps investors more meaningfully evaluate and compare the
    results of our operations from period to period by removing the
    impact of our capital structure (primarily interest charges from
    our outstanding debt) and asset base (primarily depreciation and
    amortization of our vessels) from our operating results.    
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis as it removes
    the impact of our capital structure and asset base from our
    operating results;
    in presentations to our board of directors to enable them to
    have the same consistent measurement basis of operating
    performance used by management;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants that
    will be included in our revolving credit facility; and
    in communications with lenders, rating agencies and others,
    concerning our financial performance.   Nine Months EndedYear Ended December 31,


September 30,2003


2004


2005


2005


2006(unaudited)


(unaudited)(in thousands)EBITDA (unaudited)

$
31,881


$
27,395


$
73,378


$
41,670


$
160,459Less: Depreciation and
    amortization


15,209



15,510



15,308



10,614



17,047Plus: Net interest income










45



22



364Less: Provision for income
    taxes


5,870



4,211



20,385



10,980



50,531Net income

$
10,802


$
7,674


$
37,730


$
20,098


$
93,245   (5)
    
    Cash flows from financing
    activities have been reflected as (a) cash transfers from
    us to Helix equal to substantially all cash provided by
    operating activities and (b) cash transfers from Helix to
    us equal to the amount of cash used in investing activities.
    Substantially all excess cash has been transferred to our owner.
    These cash transfers have been reflected as changes in total
    owners equity.(6)
    
    As of the end of the period and
    excluding acquired vessels prior to their in-service dates,
    vessels taken out of service prior to their disposition and
    vessels jointly owned by a third party.(7)
    
    Average vessel utilization is
    calculated by dividing the total number of days the vessels
    generated revenues by the total number of days the vessels were
    available for operation in each period and does not reflect
    acquired vessels prior to their in-service dates, vessels in
    drydocking, vessels taken out of service prior to their
    disposition and vessels jointly owned by a third party.
 9




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RISK
    FACTORS  An investment in our common stock involves various risks. You
    should carefully consider the following risks and all of the
    other information contained in this prospectus before investing
    in our common stock. The risks described below are those which
    we believe are the material risks that we face. These risks
    could materially adversely affect our business, financial
    condition or results of operations. In such an event, the
    trading price of our common stock could decline and you could
    lose part or all of your investment.
  Risks
    Related to Our Business
  Our
    business largely depends on offshore exploration, development
    and production activity in the oil and natural gas industry,
    which is currently at a historically high level and could
    decline in the future.
    
    changes in U.S. and international economic conditions;
    demand for oil and natural gas, especially in the United States,
    China and India;
    worldwide political conditions, particularly in significant
    oil-producing regions such as the Middle East, West Africa and
    Latin America;
    actions taken by the Organization of Petroleum Exporting
    Countries, or OPEC;
    the availability and discovery rate of new oil and natural gas
    reserves in offshore areas;
    the cost of offshore exploration for, and production and
    transportation of, oil and natural gas;
    the ability of oil and natural gas companies to generate funds
    or otherwise obtain external capital for exploration,
    development and production operations;
    the sale and expiration dates of offshore leases in the United
    States and overseas;
    technological advances affecting energy exploration, production,
    transportation and consumption;
    weather conditions;
    environmental or other government regulations; and
    tax policies.    Market
    conditions in the marine contracting industry are highly
    cyclical and subject to rapid change. Due to the short-term
    nature of most of our contracts, adverse changes in market
    conditions can have an immediate impact on our results of
    operations.
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##### Table of Contents



Our
    business is concentrated on the Gulf of Mexico OCS, and the
    mature nature of this region could result in less exploration,
    development and production activities in the area, thereby
    reducing demand for our services.
    Intense
    competition in our industry may reduce our profitability and
    weaken our financial condition.
    If we
    fail to manage our growth effectively, our results of operations
    could be harmed.
      
    incorrect assumptions regarding the future results of acquired
    operations or assets or expected cost reductions or other
    synergies expected to be realized as a result of acquiring
    operations or assets;
    failure to integrate the operations or management of any
    acquired operations or assets successfully and timely;
    diversion of managements attention from existing
    operations or other priorities; and
    our inability to secure, on terms we find acceptable, sufficient
    financing that may be required for any such acquisition or
    investment.   11




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Our
    operations outside of the United States are subject to
    additional political, economic, and other uncertainties that
    could adversely affect our business, financial condition or
    results of operations, and our exposure to such risks will
    increase as we expand our international
    operations.
    
    political, social and economic instability;
    the loss of revenue, property and equipment from hazards such as
    expropriation, nationalization, war, insurrection, acts of
    terrorism and other political risks;
    increased operating costs;
    increases in taxes and governmental royalties;
    renegotiation or abrogation of contracts with governmental
    entities;
    changes in laws and policies governing operations of
    foreign-based companies;
    import-export quotas;
    currency restrictions and exchange rate fluctuations;
    world economic cycles;
    limited market access; and
    other uncertainties arising out of foreign government
    sovereignty over our international operations.      We are
    the subject of an agreed final judgment that prevents us from
    making acquisitions of certain vessels without the consent of
    the U.S. Department of Justice, which could adversely
    affect our ability to make strategic acquisitions and increase
    our revenues and profitability.
    The
    loss of the services of one or more of our key employees, or our
    failure to attract and retain other highly qualified personnel
    in the future, could disrupt our operations and adversely affect
    our financial results.
   12




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The
    operation of marine vessels is risky, and we may incur losses or
    other liabilities that are not covered by insurance and could
    have a material adverse effect on our financial condition and
    results of operations.
    After
    this offering, we will have substantial debt obligations that
    could restrict our operations and impair our financial
    condition.
 
   
    
    increasing our vulnerability to adverse economic, regulatory and
    industry conditions;
    limiting our ability to compete and our flexibility in planning
    for, or reacting to, changes in our business and the industry;
    limiting our ability to borrow additional funds; and
    requiring us to dedicate a substantial portion of our cash flow
    from operations to payments on our debt, thereby reducing funds
    available for working capital, capital expenditures,
    acquisitions and other purposes.   13




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Our
    contracting business declines in winter, and bad weather in the
    Gulf of Mexico can adversely affect our revenues.
    Our
    original estimates of the costs associated with our qualified
    turnkey projects may be incorrect and result in reduced
    profitability or losses on those projects.
    We are
    subject to extensive federal, state, local and other laws and
    regulations that could adversely affect the cost, manner or
    feasibility of conducting our operations.
  Witch Queen
  We may
    incur substantial costs and liabilities with respect to
    environmental, health and safety laws and
    regulations.
   14




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##### Table of Contents



Risks
    Related to Our Relationship with Helix
  We
    have no operating history as an independent company and our
    historical and pro forma combined financial information is not
    necessarily representative of the results we would have achieved
    as an independent publicly traded company and may not be a
    reliable indicator of our future results.
    
    Our historical and pro forma combined financial results reflect
    allocations of corporate expenses from Helix. Those allocations
    may be different from the comparable expenses we would have
    incurred had we operated as an independent publicly traded
    company.
    Our working capital requirements and funding for maintenance
    capital expenditures, strategic investments and acquisitions
    have historically been part of the corporate-wide cash
    management program of Helix. Subsequent to this offering, we
    will be solely responsible for the provision of funds to finance
    our working capital and other cash requirements. Without the
    opportunity to obtain financing from Helix, we may in the future
    need to obtain additional financing from banks, or through
    public offerings or private placements of debt or equity
    securities, strategic relationships or other arrangements. We
    may incur debt on terms and at interest rates that will not be
    as favorable as those generally enjoyed by Helix.
    Significant changes may occur in our cost structure, management,
    financing and business operations as a result of our operating
    as an independent public subsidiary of Helix. These changes
    could result in increased costs associated with reduced
    economies of scale, standalone costs for services currently
    provided by Helix, the need for additional personnel to perform
    services currently provided by Helix and the legal, accounting,
    compliance and other costs associated with being a public
    company with equity securities listed on a national stock
    exchange. We are obligated to continue to use the services of
    Helix under the Corporate Services Agreement until such time as
    Helix owns less than 50% of the total voting power of our common
    stock, or longer for certain information technology services,
    and, in the event our Corporate Services Agreement with Helix
    terminates, we may not be able to replace the services that
    Helix provides us until such time or in a timely manner or on
    comparable terms.  Helix
    owns a controlling interest in our company. The interests of
    Helix may conflict with those of our other stockholders, and
    other stockholders voting power may be
    limited.
   15




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##### Table of Contents



Conflicts
    of interest may arise between Helix and us that could be
    resolved in a manner unfavorable to us.
      
    Cross officerships, directorships and stock
    ownership.  The ownership interests of our
    directors or executive officers in the common stock of Helix or
    service as a director or officer of both Helix and us could
    create, or appear to create, conflicts of interest when
    directors and executive officers are faced with decisions that
    could have different implications for the two companies. For
    example, these decisions could relate to (i) the nature,
    quality and cost of services rendered to us by Helix,
    (ii) disagreement over the desirability of a potential
    acquisition opportunity, (iii) employee retention or
    recruiting or (iv) our dividend policy.
    Intercompany transactions.  From time to time,
    Helix or its affiliates may enter into transactions with us or
    our subsidiaries or other affiliates. Although the terms of any
    such transactions will be established based upon negotiations
    between employees of Helix and us and, when appropriate, subject
    to the approval of the independent directors on our board or a
    committee of disinterested directors, the terms of any such
    transactions may not be as favorable to us or our subsidiaries
    or affiliates as may otherwise be obtained in arms length
    negotiations. Under the Master Agreement, at Helixs
    request, we will continue to contract vessels and related
    equipment owned by us to Helix, at prevailing market rates.
    Intercompany agreements.  We will enter into
    certain agreements with Helix pursuant to which Helix will
    provide us with certain accounting, tax and other services and
    we will provide Helix with certain training, supply chain,
    operational facilities and operational human resources services.
    Payments for these services will allow Helix and us to fully
    recover the allocated direct costs of providing the services,
    plus all
    out-of-pocket
    costs and expenses. In addition, we will enter into a number of
    intercompany agreements covering matters such as tax sharing and
    our responsibility for certain 16




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##### Table of Contents



liabilities previously undertaken by Helix for certain of our
    businesses. We are negotiating the terms of these agreements
    with Helix in the context of a parent-subsidiary relationship.
    The terms will not be the result of arms length
    negotiations. In addition, conflicts could arise in the
    interpretations of any extension or renegotiation of these
    agreements after this offering. See Arrangements Between
    Helix and Us.  If
    Helix engages in the same type of business we conduct or takes
    advantage of business opportunities that might be attractive to
    us, our ability to operate successfully and expand our business
    may be hampered.
    
    engaging in the same or similar business activities or lines of
    business as us, or
    doing business with any of our clients, customers or vendors.          Future
    sales or distributions of our shares by Helix could depress the
    market price for shares of our common stock.
  180-day
 17




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##### Table of Contents



We may
    be unable to replace the corporate services Helix provides us in
    a timely manner or on comparable terms.
      We
    will not have control over certain tax decisions and could be
    liable for income taxes owed by Helix.
      We
    could be responsible for taxes resulting from the transfer of
    assets to us by Helix.
    Risks
    Related to Our Common Stock and This Offering
  There
    is no existing market for our common stock, and a trading market
    that will provide you with adequate liquidity may not
    develop.
   18




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##### Table of Contents



The
    market price for our shares of common stock may be highly
    volatile and could be subject to wide
    fluctuations.
    
    general economic conditions;
    our quarterly or annual earnings, or those of other companies in
    our industry;
    publication of research reports about us or the marine
    contracting industry generally;
    the failure of securities analysts to cover our common stock
    after this offering or changes in financial estimates by
    analysts;
    speculation in the press or investment community regarding our
    business;
    changes in market valuations of similar companies;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    our loss of a significant client;
    additions or departures of key management personnel;
    future sales by us or other holders of our common stock;
    increases in market interest rates, which may increase our cost
    of capital;
    adverse market reaction to any indebtedness we may incur in the
    future;
    changes in accounting standards, policies guidance,
    interpretations or principles;
    changes in applicable laws or regulations, court rulings and
    enforcement and legal actions;
    actions by our shareholders; and
    other factors described in these Risk Factors.      Our
    stock ownership by Helix, provisions in our agreements with
    Helix and our corporate governance documents and Delaware law
    may delay or prevent an acquisition of us that our other
    stockholders may consider favorable, which could decrease the
    value of your shares of common stock.
   19




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##### Table of Contents



We
    currently do not intend to pay dividends on our common
    stock.
    You
    will suffer an immediate and substantial dilution in the net
    tangible book value of the common stock you
    purchase.
    You
    may experience dilution of your ownership interests due to the
    future issuance of additional shares of our common
    stock.
   20




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS     21




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##### Table of Contents



USE OF
    PROCEEDS     DIVIDEND
    POLICY   22




---



##### Table of Contents



CAPITALIZATION    
    our sale of the 22,173,000 shares offered hereby, assuming
    an initial public offering price of $15.00 per share, which
    is the midpoint of the estimated offering price range set forth
    on the cover page of this prospectus, and the application of the
    estimated net proceeds therefrom as described under Use of
    Proceeds;
    third-party indebtedness of $78 million, bearing interest
    at 6.37% and incurred on December 8, 2006 by a subsidiary
    of Helix that is being transferred to us in connection with this
    offering and the proceeds of which were distributed to Helix on
    December 8, 2006 as a dividend; and
    an additional $122 million draw under the same third-party
    indebtedness, bearing interest at 6.37% and incurred by the same
    subsidiary following the closing of this offering and the
    proceeds of which will be distributed to Helix as a dividend.    September 30, 2006Actual


As Adjusted(1)(unaudited)


(unaudited)(in thousands)Cash and cash equivalents

$
2,048


$

(2)Long-term debt






200,000Owners equity:Common stock, $0.01 par
    value; 240,000,000 shares authorized and 83,679,691 shares
    outstanding, as adjusted






837Additional paid-in capital






71,439Owners net investment


273,101



Total owners equity


273,101



72,276Total capitalization (excluding
    cash)

$
273,101


$
272,276    (1)
    
    The as adjusted balances do not
    reflect any activity for the receipt of the net proceeds from
    this offering which is estimated to be approximately
    $307.0 million and the equivalent dividend to Helix as this
    dividend will be declared and paid resulting in no net impact to
    the adjusted capital balances. Amounts also exclude a payable of
    approximately $11.0 million to be paid over a ten-year
    period to Helix resulting from a step up in tax basis of certain
    assets transferred to the Company in connection with this
    offering. Under a tax matters agreement with Helix 90% of these
    tax assets realized will be paid to Helix.  (2)
    
    Prior to this offering, we were
    part of Helixs corporate-wide cash management program. As
    a part of such program, Helix sweeps all available cash from our
    operating accounts periodically and intends to do so on the day
    prior to the effectiveness of this offering. As a result, we
    expect not to have any cash and cash equivalents on the closing
    date of the offering. However, we expect to be able to fund our
    operating activities for the next year with cash flows generated
    from our operations and available borrowings under our revolving
    credit facility. 23




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##### Table of Contents



DILUTION      Initial public offering price per
    share(1)

$
15.00Adjusted net tangible book value
    per share at September 30, 2006(2)

$
0.70Increase per share attributable to
    new investors(3)

$
3.67Decrease per share attributable to
    Helix dividend

$
(3.67
)Decrease per share attributable to
    shares issued in this offering

$
(0.18
)Pro forma adjusted net tangible
    book value per share after this offering(3)

$
0.52Dilution per share to new investors

$
14.48    (1)
    
    Before underwriters
    commissions and our expenses.(2)
    
    Adjusted to reflect the third-party
    indebtedness of $200 million incurred by us in connection
    with this offering.(3)
    
    Includes underwriters
    commissions and our expenses.      Shares Purchased


Total Consideration


Average PriceNumber


%


Amount


%


Per ShareExisting stockholders


61,506,691



73.5
%

$
73,101,000



18.0
%

$
1.19New investors


22,173,000



26.5



332,595,000



82.0


$
15.00Total


83,679,691



100.0
%

$
405,696,000



100.0
%

$
4.85    24




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##### Table of Contents



UNAUDITED PRO
    FORMA COMBINED FINANCIAL DATA            
    the results of operations of the assets acquired from Torch
    prior to their acquisition in August 2005 because this
    transaction did not qualify as a business
    combination under FASB Statement No. 141, Business
    Combinations;
    the results of operations of the assets acquired from Fraser
    Diving prior to their acquisition because such results are
    immaterial; and
    the results of OTSL prior to our equity investment in July 2005
    because such results are immaterial.        
    the third-party indebtedness of $78 million, bearing
    interest at 6.37% and incurred on December 8, 2006 by a
    subsidiary of Helix that is being transferred to us in
    connection with this offering and the proceeds of which were
    being distributed to Helix on December 8, 2006 as a
    dividend, was outstanding as of September 30, 2006; and  
    an additional $122 million draw under the same third-party
    indebtedness, bearing interest at 6.37% and incurred by the same
    subsidiary following the closing of this offering and the
    proceeds of which will be distributed to Helix as a dividend,
    was outstanding as of September 30, 2006.   25




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##### Table of Contents



Unaudited
    Pro Forma Combined Statement of Operations(1)
    (in thousands, except per share data)
  Nine MonthsYear Ended


Year Ended





Ended


Quarter EndedDecember 31,


November 30,


Year Ended


September 30,


February 28,


Nine Months Ended2005


2005


December 31, 2005


2006


2006


September 30, 2006Historical


Acergy(2)


Adjustments(2)


Pro Forma(2)


Historical


Acergy(2)


Adjustments(2)


Pro Forma(2)Net revenues

$
224,299


$
245,774


$
(5,530
)(3)

$
464,543


$
372,918


$
7,332


$
(1,320
)(5)

$
378,930Cost of sales


152,586



238,539



(4,331
)(3)(4)


386,794



204,031



4,178



(887
)(4)(5)


207,322Gross profit (loss)


71,713


$
7,235


$
(1,199
)

$
77,749



168,887


$
3,154


$
(433
)

$
171,608Gain on sale of retirement of assets


270















322Selling and administrative expenses


16,730















25,210Income (loss) from operations


55,253















143,999Equity in earnings (losses) of
    investment


2,817















(587
)Net interest income


45















364Income before income taxes


58,115















143,776Provision for income taxes


20,385















50,531Net income

$
37,730














$
93,245Net income per common share
    (unaudited):Basic and diluted(6)

$
0.61














$
1.52Pro forma basic and diluted(7)

$
0.39














$
0.96    (1)
    
    Helix allocated to us
    $8.5 million for the year ended December 31, 2005 and
    $10.9 million for the nine months ended September 30,
    2006 of expenses incurred by it for providing us accounting,
    treasury, tax, legal, information systems, employee benefits,
    facilities and other services. After this offering we expect to
    continue to receive from Helix substantially all of these
    services pursuant to a corporate services agreement. We
    allocated to Helix $4.1 million for the year ended
    December 31, 2005 and $4.3 million for the nine months
    ended September 30, 2006 of expenses incurred by us for
    providing training, quality control, marine administration,
    supply chain, environmental, health and safety, operational
    facilities and operational human resources services. After this
    offering we expect to continue to deliver to Helix substantially
    all of these services pursuant to a corporate services
    agreement. Payments for these services will allow Helix and us
    to fully recover the allocated direct costs of providing the
    services, plus all out-of-pocket costs and expenses.(2)
    
    Since a statement of revenue and
    direct operating expenses for the assets acquired from Acergy is
    presented elsewhere in this prospectus instead of a full
    statement of operations, the Acergy information for the year
    ended November 30, 2005 and the three months ended
    February 28, 2006 and the adjustments and pro forma
    information for the year ended December 31, 2005 and the
    nine months ended September 30, 2006 set forth above are
    limited to a presentation of net revenues, cost of sales and
    gross profit (loss). 26




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##### Table of Contents



(3)
    
    We acquired the Acergy IMR assets
    on November 1, 2005 while the DLB801 and
    Kestrel were acquired in January 2006 and March 2006,
    respectively. The annual audit period and fiscal year end for
    Acergy ends on
    November 30th
    each year. As a result, the Acergy financial statements include
    the operations of the IMR assets for a period of 11 months
    from December 1, 2004 to November 1, 2005, the date we
    acquired these assets. Our financial statements include two
    months of results of the IMR assets from the November 1,
    2005 acquisition date to December 31, 2005, resulting in
    13 months of operations when combined with the financial
    statements of Acergy. The adjustment eliminates the revenues and
    direct operating expenses for the IMR assets for December 2004
    so that only 12 months of operations are reflected in the
    pro forma financial statements. No such adjustment to the
    revenues and direct operating expenses for the DLB801 and
    Kestrel has been made since the Acergy financial
    statements reflect 12 months of operations for these assets
    for the period December 1, 2004 to November 30, 2005.(4)
    
    Includes the estimated increase in
    depreciation and amortization expense for 2005 and the nine
    months ended September 30, 2006 assuming the expense was
    calculated based on the step-up in basis of the
    acquired assets to their fair value for the full year. These
    assets include property, equipment and other intangibles related
    to customer relationships.(5)
    
    This entry adjusts the revenues and
    direct operating expenses for the DLB801 and
    Kestrel so that only nine months of operations are
    reflected in the pro forma financial statements.(6)
    
    Basic and diluted net income per
    share are based upon 61,506,691 shares outstanding to be
    held by Helix. These shares reflect a 61,506.691 to 1 stock
    split to be effected immediately prior to this offering.  (7)
    
    Unaudited pro forma basic and
    diluted net income per share have been calculated using the sum
    of the 61,506,691 shares that will be owned by Helix at the
    completion of this offering, the 22,173,000 shares to be issued
    in this offering with the net proceeds to be distributed to
    Helix as a dividend and the 13,333,333 shares that we would have
    been required to issue to fund a $78 million dividend
    distributed to Helix on December 8, 2006, and a
    $122 million dividend to be distributed to Helix following
    the closing of this offering for which a total of
    $200 million of debt will be assumed by us. 27




---



##### Table of Contents



Unaudited
    Pro Forma Combined Balance Sheet(in thousands) September 30, 2006Historical


Adjustments


Pro FormaASSETSCurrent assets:Cash and cash equivalents

$
2,048


$
(2,048
)

$
Accounts receivable Trade, net of allowance for
    doubtful accounts of $113


76,611







76,611Unbilled revenue


29,318







29,318Deferred income taxes


1,805







1,805Assets held for sale


100







100Notes receivable


3,008







3,008Other current assets


13,046







13,046Total current assets


125,936



(2,048
)


123,888Gross property and equipment


288,629







288,629Less  Accumulated
    depreciation


(67,099
)






(67,099
)Net property and equipment


221,530







221,530Other assets:Equity investment


10,785







10,785Goodwill


26,666







26,666Other assets, net


20,440







20,440Total assets

$
405,357


$
(2,048
)

$
403,309LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
36,242


$



$
36,242Accrued liabilities


65,623







65,623Total current liabilities


101,865







101,865Long-term debt






200,000
(1)


200,000Deferred income taxes


27,048



(12,233
)(2)


14,815Payable to Helix






11,010
(2)


11,010Other long-term liabilities


3,343







3,343Total liabilities


132,256



198,777



331,033Commitments and contingencies










Owners equity:Common stock






837
(3)


837Additional paid-in capital






71,439
(4)


71,439Owners net investment


273,101



(273,101
)(4)


Total owners equity


273,101



(200,825
)


72,276Total liabilities and owners
    equity

$
405,357


$
(2,048
)

$
403,309    (1)
    Represents third-party indebtedness incurred by us in connection
    with this offering.  (2)
    Represents deferred tax assets and related payable to Helix
    resulting from a step up in tax basis of certain assets
    transferred to the Company in connection with this offering.
    Under a tax matters agreement with Helix 90% of these tax assets
    realized will be paid to Helix over a ten-year period. These
    amounts are based on preliminary information and will be
    adjusted once further tax analysis and appraisals are completed.  (3)
    Represents the par value of 83,679,691 shares of common
    stock issued and outstanding following this offering.(4)
    Represents (i) the reclassification of owners net
    investment into additional paid-in capital, (ii) the
    receipt by us of approximately $307.0 million in net
    proceeds from this offering (based on a $15.00 per share
    offering price, which represents the midpoint of the range set
    forth on the cover page of this prospectus), net of the par
    value of our common stock issued in connection therewith, and
    the subsequent dividend of such proceeds to Helix and
    (iii) the reduction to owners net investment as a
    result of the third-party indebtedness incurred by us and the
    dividend of $200 million paid to Helix. 28




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##### Table of Contents



SELECTED
    HISTORICAL COMBINED FINANCIAL DATA      DLB801 Kestrel
        29




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##### Table of Contents



Nine Months EndedYear Ended December 31,


September 30,2001


2002


2003


2004


2005


2005


2006(unaudited)


(unaudited)











(unaudited)


(unaudited)(in thousands, except per share and marine contracting
    activity data)Results of Operations
    Data:Net revenues

$
160,962


$
139,887


$
135,488


$
125,786


$
224,299


$
127,237


$
372,918Cost of sales


120,147



116,167



108,479



101,583



152,586



88,370



204,031Gross profit


40,815



23,720



27,009



24,203



71,713



38,867



168,887Gain on sale of assets


















270







322Selling and administrative expenses


10,332



8,055



10,337



12,318



16,730



8,483



25,210Income from operations


30,483



15,665



16,672



11,885



55,253



30,384



143,999Equity in earnings (losses) of
    investment


















2,817



672



(587
)Interest income


















45



22



364Income before income taxes


30,483



15,665



16,672



11,885



58,115



31,078



143,776Provision for income taxes


10,699



5,510



5,870



4,211



20,385



10,980



50,531Net income

$
19,784


$
10,155


$
10,802


$
7,674


$
37,730


$
20,098


$
93,245Net income per common share
    (unaudited)(1):Basic and diluted

$
0.32


$
0.17


$
0.18


$
0.12


$
0.61


$
0.33


$
1.52Other Financial Data:EBITDA (unaudited)(2)

$
43,261


$
29,858


$
31,881


$
27,395


$
73,378


$
41,670


$
160,459Depreciation and amortization


12,778



14,193



15,209



15,510



15,308



10,614



17,047Capital expenditures


45,252



12,980



2,784



2,912



36,407



31,678



21,055Acquisition of businesses


11,500















42,917







100,660Cash Flow Data(3):Cash flows provided by
    (used in):Operating activities

$
26,220


$
15,691


$
26,370


$
28,610


$
32,228


$
15,788


$
107,832Investing activities


(55,222
)


(4,310
)


(2,584
)


(2,912
)


(79,547
)


(31,104
)


(106,036
)Financing activities


(29,002
)


(11,381
)


(23,786
)


(25,698
)


47,319



15,316



252Marine Contracting Activity Data
    (unaudited):Number of vessels(4)


13



13



13



13



22



13



25Utilization(5)


68
%


61
%


68
%


63
%


79
%


72
%


95
%   30




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##### Table of Contents



December 31,


September 30,2001


2002


2003


2004


2005


2006(unaudited)


(unaudited)


(unaudited)








(unaudited)(in thousands)Balance Sheet Data:Total current assets

$
56,939


$
52,556


$
43,270


$
46,565


$
110,484


$
125,936Net property and equipment


105,406



100,605



91,533



76,329



113,604



221,530Total assets


183,882



172,904



156,280



144,817



277,884



405,357Total current liabilities


42,607



28,431



21,165



27,438



73,869



101,865Total liabilities


59,140



49,388



45,748



52,309



100,101



132,256Total owners equity


124,742



123,516



110,532



92,508



177,783



273,101     (1)
    
    Basic and diluted net income per
    share are based upon 61,506,691 shares outstanding and held
    by Helix. These shares reflect a 61,506.691 to 1 stock split to
    be effected immediately prior to this offering.(2)
    
    In addition to net income, we
    evaluate our financial performance based on other factors, one
    primary measure of which is earnings before net interest
    expense, taxes, depreciation and amortization, which we refer to
    as EBITDA. We use EBITDA as a measure of the operational
    strengths and performance of our business and not as a measure
    of liquidity. However, a limitation of the use of EBITDA as a
    performance measure is that it does not reflect the periodic
    costs of certain capitalized tangible and intangible assets used
    in generating revenues in our business. Accordingly, EBITDA
    should be considered in addition to, and not as a substitute
    for, net income and other measures of financial performance
    reported in accordance with GAAP. Furthermore, this measure may
    vary among companies; thus, EBITDA as presented below may not be
    comparable to similarly titled measures of other companies.  We believe EBITDA is useful to investors and other external
    users of our financial statements in evaluating our operating
    performance because:  
    it is widely used by investors in our industry to measure a
    companys operating performance without regard to items
    such as interest expense, depreciation and amortization, which
    can vary substantially from company to company depending upon
    accounting methods and book value of assets, capital structure
    and the method by which assets were acquired; and
    it helps investors more meaningfully evaluate and compare the
    results of our operations from period to period by removing the
    impact of our capital structure (primarily interest charges from
    our outstanding debt) and asset base (primarily depreciation and
    amortization of our vessels) from our operating results.    
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis as it removes
    the impact of our capital structure and asset base from our
    operating results;
    in presentations to our board of directors to enable them to
    have the same consistent measurement basis of operating
    performance used by management;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants that
    will be included in our revolving credit facility; and
    in communications with lenders, rating agencies and others,
    concerning our financial performance. 31




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##### Table of Contents



Nine Months EndedYear Ended December 31,


September 30,2001


2002


2003


2004


2005


2005


2006(unaudited)


(unaudited)











(unaudited)


(unaudited)(in thousands)EBITDA (unaudited)

$
43,261


$
29,858


$
31,881


$
27,395


$
73,378


$
41,670


$
160,459Less: Depreciation and
    amortization


12,778



14,193



15,209



15,510



15,308



10,614



17,047Plus: Interest income


















45



22



364Less: Provision for income
    taxes


10,699



5,510



5,870



4,211



20,385



10,980



50,531Net income

$
19,784


$
10,155


$
10,802


$
7,674


$
37,730


$
20,098


$
93,245   (3)
    
    Cash flows from financing
    activities have been reflected as (a) cash transfers from
    us to Helix equal to substantially all cash provided by
    operating activities and (b) cash transfers from Helix to
    us equal to the amount of cash used in investing activities.
    Substantially all excess cash has been transferred to our owner.
    These cash transfers have been reflected as changes in total
    owners equity.(4)
    
    As of the end of the period and
    excluding acquired vessels prior to their in-service dates,
    vessels taken out of service prior to their disposition and
    vessels jointly owned by a third party.(5)
    
    Average vessel utilization is
    calculated by dividing the total number of days the vessels
    generated revenues by the total number of days the vessels were
    available for operation in each period and does not reflect
    acquired vessels prior to their in-service dates, vessels in
    drydocking, vessels taken out of service prior to their
    disposition and vessels jointly owned by a third party. 32




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS  The following management discussion and analysis should be
    read in conjunction with our historical combined financial
    statements and their notes included elsewhere in this
    prospectus. This discussion contains forward-looking statements
    that reflect our current views with respect to future events and
    financial performance. Our actual results may differ materially
    from those anticipated in these forward-looking statements as a
    result of certain factors, such as those set forth under
    Risk Factors and elsewhere in this prospectus.
  Our
    Business
    Major
    Influences on Results of Operations
    
    changes in U.S. and international economic conditions;
    demand for oil and natural gas, especially in the United States,
    China and India;
    worldwide political conditions, particularly in significant
    oil-producing regions such as the Middle East, West Africa and
    Latin America;
    actions taken by OPEC;
    the availability and discovery rate of new oil and natural gas
    reserves in offshore areas;
    the cost of offshore exploration for, and production and
    transportation of, oil and natural gas;
    the ability of oil and natural gas companies to generate funds
    or otherwise obtain external capital for exploration,
    development and production operations;
    the sale and expiration dates of offshore leases in the United
    States and overseas;
    technological advances affecting energy exploration, production,
    transportation and consumption;
    weather conditions;
    environmental or other government regulations; and
    tax policies.   33




---



##### Table of Contents



34




---



##### Table of Contents



2003

2004

2005

2006Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3U.S. natural gas prices(1)

$
6.25


$
5.61


$
4.87


$
5.06


$
5.61


$
6.08


$
5.44


$
6.26


$
6.39


$
6.94


$
9.74


$
12.31


$
7.75


$
6.53


$
6.08NYMEX oil prices(2)

$
33.86


$
28.91


$
30.20


$
31.18


$
35.15


$
38.32


$
43.88


$
48.28


$
49.84


$
53.17


$
63.19


$
60.03


$
63.48


$
70.70


$
70.48Gulf of Mexico rigs(3)


119



123



129



122



117



115



118



122



130



132



130



127



131



132



125Platform installations(4)


22



35



30



33



25



29



37



28



36



23



19



14



18



23



6Platform removals(4)


7



22



88



53



23



51



77



39



11



50



44



9



3



13



18Number of our vessels(5)


13



13



13



13



13



13



13



13



13



13



13



22



23



24



25Our average utilization rate(6)


67
%


68
%


73
%


62
%


54
%


57
%


62
%


77
%


65
%


72
%


77
%


94
%


96
%


98
%


91
%    (1)
    Quarterly average of the Henry Hub natural gas daily average
    spot price (the midpoint index price per Mmbtu for deliveries
    into a specific pipeline for the applicable calendar day as
    reported by Platts Gas Daily in the Daily Price
    Survey table).(2)
    Quarterly average of NYMEX West Texas Intermediate near month
    crude oil daily average contract price.(3)
    Average monthly number of rigs contracted, as reported by
    ODS-Petrodata  Offshore Rig Locator.(4)
    Source: Minerals Management Service; installation and removal of
    platforms in the Gulf of Mexico.(5)
    As of the end of the period and excluding acquired vessels prior
    to their in-service dates, vessels taken out of service prior to
    their disposition and vessels jointly owned by a third party.(6)
    Average vessel utilization is calculated by dividing the total
    number of days the vessels generated revenues by the total
    number of days the vessels were available for operation in each
    quarter and does not reflect acquired vessels prior to their
    in-service dates, vessels in drydocking, vessels taken out of
    service prior to their disposition and vessels jointly owned by
    a third party.  Factors
    Impacting Comparability of Our Financial Results
    Recent
    Acquisitions
  DLB801 Kestrel
    Our
    Relationship with Helix
   35




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##### Table of Contents



Critical
    Accounting Estimates and Policies
    Revenue
    Recognition
      percentage-of-completion percentage-of-completion
  
    the customer provides specifications for the construction of
    facilities or for the provision of related services;
    we can reasonably estimate our progress towards completion and
    our costs;
    the contract includes provisions as to the enforceable rights
    regarding the goods or services to be provided, consideration to
    be received and the manner and terms of payment;
    the customer can be expected to satisfy its obligations under
    the contract; and 36




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##### Table of Contents




    we can be expected to perform our contractual obligations.  percentage-of-completion
    Accounts
    Receivable and Allowance for Uncollectible
    Accounts
    Related
    Party Cost Allocations
       Property
    and Equipment
    vessel-by-vessel
 37




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##### Table of Contents



12-month
  Recertification
    Costs and Deferred Drydock Charges
  30-month
    Goodwill
    and Other Intangible Assets
    Equity
    Investment
  Witch Queen
 38




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##### Table of Contents



Income
    Taxes
    Workers
    Compensation Claims
    Stock-Based
    Compensation Plans
    Major
    Customers and Concentration of Credit Risk
    Recently
    Issued Accounting Principles
   39




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##### Table of Contents



Fair Value Measurements
  Results
    of Operations
  Comparison
    of Nine Months Ended September 30, 2006 and
    2005
  Revenues.
  Gross profit.
  Selling and administrative expenses.
  Income taxes.
 40




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##### Table of Contents



Comparison
    of Years Ended 2005 and 2004
  Revenues.
  Gross profit.
  Selling and administrative expenses.
  Income taxes.
  Comparison
    of Years Ended 2004 and 2003
  Revenues. Witch
    Queen
  Gross profit.
  Selling and administrative expenses.
  Income taxes.
 41




---



##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
  Operating activities.
      Investing Activities.
   42




---



##### Table of Contents



DLB801 Kestrel
      Financing activities.
  Capital
    Expenditures
  Kestrel DLB801
  Revolving
    Credit Facility
       43




---



##### Table of Contents



Contractual
    and Other Obligations
    Payments Due by PeriodLess than








More thanTotal


1 Year


1-3 Years


3-5 Years


5 Years(in thousands)Fraser Diving acquisition

$
21,000


$
21,000


$



$



$
Noncancelable operating leases


4,365



599



1,249



913



1,604Property and equipment


4,000



4,000











Total cash obligations

$
29,365


$
25,599


$
1,249


$
913


$
1,604   Market
    Risk Management
    Off-Balance
    Sheet Arrangements
   44




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##### Table of Contents



BUSINESS  Our
    Company
          Recent
    Acquisitions and Investments
    
    In August 2005, we acquired six vessels and a portable
    saturation diving system from Torch for an aggregate purchase
    price of $26.4 million (including assets held for sale).
    In late 2005 and early 2006, we acquired all of the diving and
    shallow water pipelay business of Acergy operating in the Gulf
    of Mexico and Trinidad, including nine vessels and one portable
    saturation diving system, for an aggregate purchase price of
    $124.3 million. 45




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##### Table of Contents




    In July 2005, we obtained a 40% interest in OTSL, a diving
    services provider in the Trinidad market.
    In December 2005, we entered into a memorandum of understanding
    to acquire the business of Singapore-based Fraser Diving, which
    includes six portable saturation diving systems and 15 surface
    diving systems operating primarily in Southeast Asia, the Middle
    East, Australia and the Mediterranean. We closed the purchase of
    one of the portable saturation diving systems and redeployed it
    to the Gulf of Mexico in December 2005. We completed the
    purchase of the remaining systems in July 2006.    Industry
    Trends
    Increased capital spending by oil and natural gas
    producers.
  Rising international offshore activity.
 46




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##### Table of Contents



TOTAL
    OFFSHORE DRILLING AND COMPLETION SPENDING
  
  Source: Spears & Associates, Drilling and Production
    Outlook (September 2006). International figures exclude Canada,
    China and the Commonwealth of Independent States.
  Aging production infrastructure in the Gulf of
    Mexico.
  INSTALLATION
    DATE OF PRODUCTION PLATFORMS IN THE U.S. GULF OF
    MEXICO
  
  Source: U.S. Department of the Interior, Minerals
    Management Service (May 2006).
  Significant demand for infrastructure repair
    projects.
 47




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##### Table of Contents



PATHS OF
    HURRICANES IVAN, KATRINA AND RITA RELATIVE TO GULF OF MEXICO
    OCS
 CRUDE OIL AND NATURAL GAS PRODUCTION PLATFORMS
  
  Sources:
    EIA, The Impact of Tropical Cyclones on Gulf of Mexico Crude
    Oil and Natural Gas Production (June 2006), and information
    obtained from the National Oceanic & Atmospheric
    Administration.  Growing U.S. demand for natural gas. five-year
 48




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##### Table of Contents



AVERAGE
    PRODUCTIVITY OF U.S. NATURAL GAS WELLS
  
  Source: EIA, Annual Energy Review 2005 (July 2006).
  U.S. NATURAL
    GAS PRODUCTION AND NATURAL GAS WELLS DRILLED
  
  Source: EIA, Monthly Energy Review (April 2006).
  Competitive
    Strengths
    
    Leader in the Gulf of Mexico OCS diving services
    market.  We believe the size of our fleet and
    workforce makes us the market leader for diving services on the
    Gulf of Mexico OCS. We currently own and operate a diversified
    fleet of 26 vessels and employ approximately 1,200 diving
    and marine personnel. We believe our size advantages allow us to
    provide the highest-quality diving services on the Gulf of
    Mexico OCS and result in our leading share of diving services
    contracts in this market. Furthermore, we expect to achieve
    similar leadership in new offshore markets due to our superior
    operating capabilities, international experience, existing
    relationships with globally focused customers and proven
    acquisition expertise. 49




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##### Table of Contents




    High-quality asset base.  Our diverse fleet of
    vessels and diving systems, particularly our saturation diving
    fleet, is among the most technically advanced in the industry.
    Our saturation diving fleet has a combination of modern
    features, including DP, multi-chamber systems for split-level
    operations and moon pool deployment, that allow us to operate
    effectively in challenging offshore environments. The diversity
    of our fleet also enables us to provide a wide range of marine
    contracting services. We possess complementary diving, pipelay
    and pipe burial capabilities that are often required for more
    complex subsea projects. As a result, we can effectively execute
    this higher-margin business while enhancing the utilization of
    our diving support vessels.
    Highly skilled workforce.  The quality of our
    workforce has been, and will continue to be, a vital contributor
    to our success. We invest significant resources in training
    programs to ensure that our divers, supervisors and support
    staff have the best technical, operational and safety skills in
    the industry, which allows us to deliver innovative solutions to
    our customers. In addition, our market leadership provides an
    advantage with regards to employee retention, which is a major
    issue in our sector in the current tight labor environment.
    Compensation is typically determined by logged diving time, so
    divers and others are strongly incentivized to work for us due
    to our high vessel utilization, which is driven by our
    relationships with the most active Gulf of Mexico producers and
    proven operating history. We believe these qualities, along with
    our commitment to effective training and safety, help us to
    attract and retain skilled employees.
    Excellent, long-standing customer
    relationships.  We have built a reputation as a
    premier diving services contractor during our more than
    30 years operating in the Gulf of Mexico. We have developed
    a large and stable customer base, which includes virtually all
    of the top 20 energy producers in the Gulf of Mexico, by
    consistently providing superior and comprehensive services on
    schedule while maintaining a strong safety track record.
    Successful acquisition track record.  We have a
    proven track record of identifying and executing acquisitions
    that complement our fleet and workforce and enhance our service
    capabilities. In 2005, we added 13 vessels, including three
    premium saturation diving vessels, and two portable saturation
    diving systems to our fleet. More recently, in July 2006,
    we completed the acquisition of six portable saturation diving
    systems and 15 surface diving systems operating primarily in
    Southeast Asia, the Middle East, Australia and the Mediterranean
    from Singapore-based Fraser Diving. We attribute much of the
    growth of our business to our success making acquisitions, and
    we believe that acquisitions will remain a key element of our
    growth strategy. Furthermore, we believe that our ability to
    integrate acquisitions efficiently is one of our core
    organizational competencies. We have consistently demonstrated
    the ability to add to our revenue base and retain key personnel
    from acquired businesses, while improving margins by leveraging
    our existing cost structure.
    Proven management team with extensive experience in the
    marine contracting business.  Most of our
    executive officers and senior managers have spent the majority
    of their respective careers in the marine contracting business,
    working at various levels of the industry in the Gulf of Mexico
    and internationally. This senior management team, which has an
    average of 22 years of industry experience, includes
    recognized leaders in diving services and offshore construction.
    Several of these individuals serve in high-ranking positions in
    industry organizations for standards and safety. We believe the
    knowledge and experience of our management team provides us a
    valuable competitive advantage.  Business
    Strategy
    
    Strengthen leadership position on the Gulf of Mexico
    OCS.  We will seek to expand our leadership
    position in the Gulf of Mexico OCS diving services market by
    enhancing the capabilities of our existing assets, making
    acquisitions of complementary assets or businesses and
    continuing to provide a high level of customer service. Pursuant
    to this strategy, we have increased the crane capacity of the DP
    DSV Kestrel and plan to convert the DSV Midnight Starsurface diving vessel to a saturation diving vessel in 2007.
    We believe these upgrades will increase the demand for those
    assets, and we 50




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##### Table of Contents



intend to invest future available capital in similar fleet
    enhancements. As evidence of our continued success in this
    market, we recently entered into a new diving services contract
    with a major oil company, the largest such contract in our
    history based on potential revenues of approximately
    $80 million.  
    Expand into high-growth international markets through
    acquisitions.  Several international regions, such
    as Southeast Asia, the Middle East and Trinidad, offer excellent
    growth potential attributable to the recent and planned
    increases in upstream capital spending and the highly fragmented
    nature of the existing marine contracting markets. We are
    continually evaluating potential acquisition targets that can
    provide us with a meaningful presence in these markets. Our goal
    is to replicate our Gulf of Mexico OCS leadership in the most
    attractive international offshore regions by leveraging our
    operating capabilities, international experience, customer
    relationships and acquisition expertise. Pursuant to this
    strategy, in July 2006, we completed an acquisition of the
    business of Singapore-based Fraser Diving, and in July 2005 we
    obtained a 40% interest in OTSL, a diving services provider in
    the Trinidad market.
    Continue to attract, develop and retain highly skilled
    personnel.  Our market leadership and future
    growth plans are predicated on our ability to employ the most
    highly skilled divers, supervisors and support staff in the
    industry. We invest significant resources in developing the
    technical, operational and safety skills of our workforce. We
    will continue to invest significant resources in training and
    development courses that will provide our workforce with
    superior knowledge and skills relevant to diving operations and
    safety, as well as facilitate their long-term career
    development. We will also continue our practice of structuring
    compensation and benefit plans that are competitive with our
    peers and properly incentivize our workforce.
    Maintain a disciplined cost structure.  We seek
    to contain the costs of our operations and identify new
    opportunities to reduce costs. We believe that our cost
    discipline will enhance our profitability in strong market
    environments and better position us to withstand market
    downturns. Furthermore, the size and diversity of our fleet
    provide meaningful economies of scale and scope advantages,
    which we have realized through the efficient integration of
    recent acquisitions and ongoing cost initiatives.
    Optimize our mix of dayrate and qualified turnkey
    work.  We seek to optimize the allocation of our
    resources between dayrate and qualified turnkey work in order to
    diversify our sources of revenue and enhance overall
    profitability. We believe that this strategy allows us to
    respond effectively to the increasing demand from larger
    customers for integrated solutions while ensuring that a segment
    of our fleet is positioned to capitalize on attractive
    opportunities in the spot market. As business conditions change,
    we will adjust our resource allocation. For instance, due to the
    heavy demand for Gulf of Mexico infrastructure repair work, many
    of our customers have recently expressed a willingness to enter
    longer-term, higher-dayrate contracts to secure access to our
    vessels and divers. Therefore, we have reduced our current
    proportion of short-term dayrate and qualified turnkey work in
    an attempt to maximize profitability, satisfy customer demand
    and reduce spot market volatility.
    Improve financial flexibility.  We intend to
    improve our financial flexibility in the near term by utilizing
    our strong operating cash flows to reduce the debt incurred by
    us in connection with this offering. Immediately following the
    closing of this offering, we expect to have $200 million of
    outstanding debt and $50 million of borrowing capacity
    under our revolving credit agreement, which we believe is
    sufficient to support our business. However, we seek to achieve
    a more conservative capital structure over the long term, so
    that we may continue to actively pursue value-enhancing growth
    initiatives and mitigate some of the financial risk associated
    with a market downturn.  Our
    History
   51




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##### Table of Contents



1980
    
    Acquired International Oilfield Divers, our first acquisition in
    the Gulf of Mexico market1984
    
    Completed a major conversion of the
    Cal Diver I, introducing the first DSV
    dedicated for use in the Gulf of Mexico1986
    
    Began providing subsea construction, maintenance and inspection
    work on a qualified turnkey basis, enabling clients to better
    control project costs1989
    
    Launched shallow water salvage business1994
    
    Acquired our first DP DSV, the Witch Queen, improving our
    abilities to operate in winter months and work in deeper waters1996
    
    Acquired and enhanced the Uncle John, the first
    semi-submersible MSV dedicated for use in the Gulf of Mexico in
    heavy construction and saturation mode1997
    
    Acquired Aquatica, Inc. (previously known as Acadiana Divers) in
    Lafayette, Louisiana to expand our call out diving support
    capabilities2001
    
    Acquired Professional Divers of New Orleans, adding an
    additional 4 point surface DSV and three utility boats2005
    
    Acquired six DSVs and a portable saturation diving system from
    TorchAcquired all of the diving and shallow water pipelay business of
    Acergy operating in the Gulf of Mexico and Trinidad, including
    nine vessels and one portable saturation diving system2006
    
    Acquired the business of Singapore-based Fraser Diving and its
    six portable saturation diving systems and 15 surface diving
    systems operating primarily in Southeast Asia and the
    Middle EastEntered into a new diving services contract with a major oil
    company, the largest such contract in our history based on
    potential revenues of approximately $80 million.    Our
    Vessels
   52




---



##### Table of Contents



Placed inService by Cal








DP or AnchorFlag State

Dive(1)


Length (Feet)


Berths


MooredSaturation DivingDP DSV Eclipse

Bahamas


3/2002



367



109


DPDP DSV Mystic Viking

Bahamas


6/2001



253



60


DPDP DSV Kestrel(2)

Vanuatu


9/2006



323



80


DPDP MSV Uncle John

Bahamas


11/1996



254



102


DPDSV American Constitution

Panama


11/2005



200



46


4 pointDSV Cal Diver I

U.S.


7/1984



196



40


4 pointDSV Cal Diver II

U.S.


6/1985



166



32


4 pointDSV Midnight Star(3)

Vanuatu


6/2006



197



42


4 pointSurface DivingAmerican Diver

U.S.


11/2005



105



22


American Liberty

U.S.


11/2005



110



22


Cal Diver IV

U.S.


3/2001



120



24


DSV American Star

U.S.


11/2005



165



30


4 pointDSV American Triumph

U.S.


11/2005



164



32


4 pointDSV American Victory

U.S.


11/2005



165



34


4 pointDSV Cal Diver V

U.S.


9/1991



166



34


4 pointDSV Dancer

U.S.


3/2006



173



34


4 pointDSV Mr. Fred

U.S.


3/2000



166



36


4 pointFox

U.S.


10/2005



130



42


Mr. Jack

U.S.


1/1998



120



22


Mr. Jim

U.S.


2/1998



110



19


Polo Pony

U.S.


3/2001



110



25


Sterling Pony

U.S.


3/2001



110



25


White Pony

U.S.


3/2001



116



25


PipelayBrave

U.S.


11/2005



275



80


AnchorRider

U.S.


11/2005



275



80


AnchorDLB801(4)

Panama


1/2006



351



230


Anchor    (1)
    
    Represents the date Cal Dive
    placed the vessel in service and not its date of commissioning.(2)
    
    Acquired the DP DSV Kestrel,
    formerly known as the DP DSV Seaway Kestrel, in March
    2006 from Acergy.(3)
    
    Expected to be converted in the
    second quarter of 2007 to full saturation diving capabilities.(4)
    
    The DLB801was purchased in
    January 2006 and a 50% interest in the vessel was subsequently
    sold that same month. The vessel is now under a
    10-year
    charter lease agreement with the purchaser of the 50% interest.
    The charter lease agreement includes an option by the other
    holder to purchase our 50% interest in the vessel beginning in
    January 2009.    Midnight Carrier Seaway Defender Seaway Defender Midnight Carrier
 53




---



##### Table of Contents



2003


2004


2005


First Nine Months of 2006Number





Number





Number





Numberof Vessels


Utilization


of Vessels


Utilization


of Vessels


Utilization


of Vessels


Utilization(1)


(2)


(1)


(2)


(1)


(2)


(1)


(2)Saturation Diving


5



91
%


5



86
%


6



91
%


8



94
%Surface and Mixed Gas Diving


8



54
%


8



49
%


14



72
%


15



95
%Shallow Water Pipelay


















2



92
%(3)


2



99
%Entire Fleet


13



68
%


13



63
%


22



79
%


25



95
%    (1)
    
    As of the end of the period and
    excluding acquired vessels prior to their in-service dates,
    vessels taken out of service prior to their disposition and
    vessels jointly owned by a third party.(2)
    
    Average vessel utilization is
    calculated by dividing the total number of days the vessels
    generated revenues by the total number of days the vessels were
    available for operation in each quarter and does not reflect
    acquired vessels prior to their in-service dates, vessels in
    drydocking, vessels taken out of service prior to their
    disposition and vessels jointly owned by a third party.(3)
    
    Includes activity for only November
    and December 2005.  Seasonality
    Customers
    Contracting
    and Tendering
   54




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Competitors
    Employees
  non-U.S. citizens
  Training
    and Safety
   55




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##### Table of Contents



Our
    Facilities
  1 2
  Location

Function

SizeHouston, Texas

Corporate Headquarters, Project

20,000 square feetManagement and Sales OfficePort of Iberia, Louisiana

Operations, Offices and Warehouse

23 acres (Buildings: 68,602
    sq. feet)Fourchon, Louisiana

Marine, Operations, Living Quarters

10 acres (Buildings: 2,300
    sq. feet)New Orleans, Louisiana

Sales Office

2,724 square feetSingapore

Marine, Operations, Offices,

29,772 square feetProject Management and WarehouseDubai, United Arab Emirates

Sales Office and Warehouse

12,916 square feetPerth, Australia

Operations, Offices and Project
    Management

28,738 square feet   Government
    Regulation
     56




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Environmental
    Regulation
           57




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##### Table of Contents



Insurance
    and Legal Proceedings
     58




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##### Table of Contents



MANAGEMENT  Executive
    Officers and Directors
    Name

Age

Position

Term as DirectorOwen Kratz


52


Director

Expires 2007Martin R. Ferron


50


Director

Expires 2008William L. Transier


52


Director

Expires 2008Todd A. Dittmann


39


Director

Expires 2009David E. Preng


60


Director

Expires 2007Quinn J. Hébert


43


President, Chief Executive Officer
    and Director

Expires 2009Scott T. Naughton


52


Executive Vice President and Chief
    Operating OfficerG. Kregg Lunsford


38


Executive Vice President, Chief
    Financial Officer and TreasurerLisa Manget Buchanan


46


Vice President, General Counsel
    and Secretary   Owen Kratz.
  Martin R. Ferron.
  William L. Transier.
 59




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##### Table of Contents



Todd A. Dittmann.
  David E. Preng.
  Quinn J. Hébert.
  Scott T. Naughton.
  G. Kregg Lunsford.
  Lisa Manget Buchanan.
 60




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##### Table of Contents



Composition
    of the Board of Directors After This Offering
        Committees
    of the Board of Directors After This Offering
    Audit
    Committee
  www.caldive.com
    
    recommending the hiring or termination of independent auditors
    and approving any non-audit work performed by such auditor;
    approving the overall scope of the audit;
    assisting our board of directors in monitoring the integrity of
    our financial statements, the independent accountants
    qualifications and independence, the performance of the
    independent accountants and our internal audit function, and our
    compliance with legal and regulatory requirements; 61




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##### Table of Contents




    annually reviewing our independent auditors report
    describing the auditing firms internal quality control
    procedures, any material issues raised by the most recent
    internal quality control review, or peer review, of the auditing
    firm;
    discussing the annual audited financial and quarterly statements
    with our management and the independent auditor;
    discussing earnings press releases, as well as financial
    information and earnings guidance provided to analysts and
    rating agencies;
    discussing policies with respect to risk assessment and risk
    management;
    meeting separately, periodically, with management, internal
    auditors and the independent auditor;
    reviewing with the independent auditor any audit problems or
    difficulties and managements response;
    setting clear hiring policies for employees or former employees
    of the independent auditors;
    annually reviewing the adequacy of the audit committees
    written charter;
    reviewing with management any legal matters that may have a
    material impact on us; and
    reporting regularly to our full board of directors.  Nominating
    and Governance Committee
    Compensation
    Committee
    Compensation
    Committee Interlocks and Insider Participation in Compensation
    Decisions
    Code of
    Business Conduct and Ethics
  www.caldive.com
 62




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##### Table of Contents



Form 8-K
  Director
    Compensation
    Stock
    Ownership of Directors and Executive Officers
      Amount and Natureof BeneficialName

OwnershipOwen Kratz


6,020,979
(1)Martin R. Ferron


247,851
(2)William L. Transier


15,070Todd A. Dittmann


David E. Preng


110,384Quinn J. Hébert


58,072Scott T. Naughton


67,434G. Kregg Lunsford


16,492Lisa Manget Buchanan


4,180All Directors and Executive
    Officers as a Group (9 persons)


6,540,462    (1)
    
    Mr. Kratz disclaims beneficial
    ownership of 1,000,000 shares included in the above table,
    which are held by Joss Investments Limited Partnership, an
    entity of which he is a General Partner.(2)
    
    Mr. Ferron disclaims
    beneficial ownership of 44,340 shares included in the above
    table, which are held by the Uncle John Limited Partnership, a
    family limited partnership of which he is a General Partner. 63




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##### Table of Contents



Executive
    Compensation
    Summary
    Compensation Table
  Annual Compensation

Long-Term CompensationAwards

PayoutsOther

RestrictedAnnual

Stock



LTIP

All OtherName and



Salary

Bonus

Compensation

Award(s)

Options

Payout

CompensationPrincipal Position(1)

Year

($)

($)

($) (2)

($)

(#)

($)

($)Quinn J. Hébert(3)


2005



41,667



36,000







1,797,328











President and Chief Executive
    OfficerScott T. Naughton


2005



154,350



144,983







87,310











5,250
(4)Executive Vice President and
    Chief Operating OfficerG. Kregg Lunsford


2005



144,500



108,537







62,827











5,250
(4)Executive Vice President, Chief
    Financial Officer and
    Treasurer    (1)
    
    This table does not include Lisa
    Manget Buchanan, our current Vice President, General Counsel and
    Secretary, who joined Cal Dive International in June 2006.(2)
    
    Perquisites that are less than
    $50,000 in the aggregate for any named executive officer are not
    disclosed in the table in accordance with SEC rules.(3)
    
    Mr. Hébert joined Helix
    in November 2005.(4)
    
    Consists of matching contributions
    by Helix through its 401(k) Plan. Helixs Retirement Plan
    is a 401(k) retirement savings plan under which Helix currently
    matches 50% of employees pre-tax contributions up to 5% of
    salary (including bonus) subject to contribution limits.  Exercise
    of Stock Options
    Aggregated
    Option Exercises and Fiscal Year-End Option Value
    Table
  Number of Securities

Value of UnexercisedUnderlying Unexercised

In-the-MoneyShares


Value


Options at

Options at FiscalAcquired on


Realized


Fiscal Year End (#)

Year End ($)Name(1)

Exercise (#)


($)


Exercisable/Unexercisable

Exercisable/UnexercisableQuinn J. Hébert(2)











/ 



/ Scott T. Naughton










30,000
/ 


749,025
/ G. Kregg Lunsford


8,000



131,440




/24,000



/655,680    (1)
    
    This table does not include Lisa
    Manget Buchanan, our current Vice President, General Counsel and
    Secretary, who joined Cal Dive International in June 2006.(2)
    
    Mr. Hébert joined Helix
    in November 2005. 64




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##### Table of Contents



Employee
    Benefit Plans
          Our New
    Long-Term Incentive Plan
    Administration
    Securities
    Covered by the Plan
    Individual
    Award Limitations
   65




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##### Table of Contents



Eligibility
    Forms
    of Award
  Stock Options.
  Restricted Stock Awards.
  Restricted Stock Unit Awards.
  Adjustments
    of Awards
  Capital Changes.
  Change in Control.
  No Repricing of Stock Options.
 66




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##### Table of Contents



Amendment
    and Termination of the Plan; Term
    U.S.
    Federal Income Tax Considerations
        non-U.S. tax
  Grants
    to Named Executive Officers
   67




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##### Table of Contents



Our New
    Stock Purchase Plan
    Eligibility
    Securities
    Covered by the Plan
    Payment
    Periods and Purchase Options
    Maximum
    Amount of Payroll Deductions
    Withdrawal
    from the Plan
   68




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##### Table of Contents



Issuance
    of Stock/Unused Payroll Deductions
    Transfer
    and Termination of Employees Rights
    Administration
    of the Plan
    Purchasers
    Not Stockholders
    U.S.
    Federal Income Tax Considerations
   69




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##### Table of Contents



non-U.S. tax
  Employment
    Agreements
         70




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##### Table of Contents



Helix
    Stock Plan Awards
    Helix
    Stock Options
    60-day
      Helix
    Restricted Stock
       71




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##### Table of Contents



Annual
    Incentive Awards
     72




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##### Table of Contents



ARRANGEMENTS
    BETWEEN HELIX AND US  Relationship
    with Helix
        Master
    Agreement
    The
    Transfers
   73




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##### Table of Contents




    the assets, businesses or liabilities transferred or assumed as
    part of the separation;
    any consents or approvals required in connection with the
    transfers;
    the value, or freedom from any security interests, of, or any
    other matter concerning, any assets transferred;
    the absence of any defenses or right of set-off or freedom from
    counterclaim with respect to any claim of either us or
    Helix; or
    the legal sufficiency of any document or instrument delivered to
    convey title to any asset transferred.    Auditors
    and Audits; Annual Financial Statements and
    Accounting
    Exchange
    of Other Information
   74




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##### Table of Contents



Releases
    and Indemnification
      
    the failure by us or any of our affiliates or any other person
    or entity to pay, perform or otherwise promptly discharge any
    liabilities or contractual obligations associated with our
    businesses, whether arising before or after the separation;
    the operations, liabilities and obligations of our business;
    any guarantee, indemnification obligation, surety bond or other
    credit support arrangement by Helix or any of its affiliates for
    our benefit;
    any breach by us or any of our affiliates of the Master
    Agreement, certain of the other transaction documents or our
    amended and restated certificate of incorporation or bylaws;
    any untrue statement of, or omission to state, a material fact
    in Helixs public filings to the extent the statement or
    omission was as a result of information that we furnished to
    Helix or that Helix incorporated by reference from our public
    filings, if the statement or omission was made or occurred after
    the separation; and
    any untrue statement of, or omission to state, a material fact
    in any registration statement or prospectus related to this
    offering, except to the extent the statement was made or omitted
    in reliance upon information provided to us by Helix expressly
    for use in any such registration statement or prospectus or
    information relating to and provided by any underwriter
    expressly for use in any such registration statement or
    prospectus.    
    the failure of Helix or any of its affiliates or any other
    person or entity to pay, perform or otherwise promptly discharge
    any liabilities of Helix or its affiliates, other than
    liabilities associated with our businesses, whether arising
    before or after the separation;
    the liabilities of Helix and its affiliates businesses,
    other than liabilities associated with our businesses;
    any breach by Helix or any of its affiliates of the Master
    Agreement or certain of the other transaction documents;
    any untrue statement of, or omission to state, a material fact
    in our public filings to the extent the statement or omission
    was as a result of information that Helix furnished to us or
    that we incorporated by reference from Helixs public
    filings, other than any registration statement or prospectus
    related to this offering; and
    any untrue statement of, or omission to state, a material fact
    contained in any registration statement or prospectus related to
    this offering, but only to the extent the statement or omission
    was made or omitted in reliance upon information provided by
    Helix expressly for use in any such registration statement or
    prospectus. 75




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##### Table of Contents



Expenses
    of the Separation and Our Initial Public Offering
  out-of-pocket
  Disputes
    Other
    Provisions
    
    restrictions (subject to certain limited exceptions) on our
    ability to repurchase shares of our outstanding common stock or
    any other securities convertible into or exercisable for our
    common stock, for so long as Helix owns more than 50% of our
    outstanding common stock;
    confidentiality of our and Helixs information;
    our right to continue coverage under Helixs insurance
    policies for so long as Helix owns more than 50% of our
    outstanding common stock;
    restrictions on our ability to take any action or enter into any
    agreement that would cause Helix to violate any law, agreement
    or judgment;
    restrictions on our ability to take any action that limits
    Helixs ability to freely sell, transfer, pledge or
    otherwise dispose of our stock;
    our obligation to comply with Helixs policies applicable
    to its subsidiaries for so long as Helix owns more than 50% of
    our outstanding common stock, except:  
    to the extent such policies conflict with our amended and
    restated certificate of incorporation or bylaws or any of the
    agreements between Helix and us, or
    as otherwise agreed with Helix or superseded by any policies
    adopted by our board of directors;  
    restrictions on our ability to enter into any agreement that
    binds or purports to bind Helix; and
    litigation and settlement cooperation between Helix and us.  Approval
    Rights of Helix
    Vessel
    Utilization
   76




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##### Table of Contents



Corporate
    Services Agreement
    
    treasury, payroll and other financial related services;
    human resources and employee benefits;
    information systems, network and related services;
    leased facilities; and
    purchasing, logistics and warehousing.  out-of-pocket
      Registration
    Rights Agreement
     77




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##### Table of Contents




    a demand registration within 60 days after the effective
    date of a previous demand registration, other than a shelf
    registration pursuant to Rule 415 under the Securities Act;
    a demand registration within 180 days after the effective
    date of the registration statement of which this prospectus is a
    part;
    a demand registration, unless the demand request is for a number
    of shares of common stock with a market value that is equal to
    at least $150.0 million; and
    more than two demand registrations during the first 12 months
    after this offering or more than three demand registrations
    during any 12-month period thereafter.          
    have been sold pursuant to an effective registration statement
    under the Securities Act;
    have been sold to the public pursuant to Rule 144 under the
    Securities Act;
    have been transferred in a transaction where subsequent public
    distribution of the shares would not require registration under
    the Securities Act; or
    are no longer outstanding.   78




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##### Table of Contents



Tax
    Matters Agreement
    Liability
    for Taxes
    Tax
    Benefit Payments
      Transaction
    Taxes
    Preparation
    and Filing of Tax Returns
      Miscellaneous
   79




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##### Table of Contents



Employee
    Matters Agreement
    Employee
    Liabilities
  non-U.S. employees
  U.S. Employee
    Benefits
    Non-U.S. Employee
    Benefits
  non-U.S. employees non-U.S. employees, non-U.S. employees non-U.S. plans.
  Helix
    Agreements with Third Parties
    Products
    and Services Provided between Helix and Us
   80




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##### Table of Contents



PRINCIPAL AND
    SELLING STOCKHOLDER   81




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##### Table of Contents



DESCRIPTION OF
    CAPITAL STOCK    General
    Common
    Stock
    Voting
    Rights
    Dividends
    Other
    Rights
        Preferred
    Stock
    
    restricting dividends on our common stock;
    diluting the voting power of our common stock; 82




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##### Table of Contents




    impairing the liquidation rights of our common stock; or
    delaying or preventing a change in control of our company
    without further action by our stockholders.    Anti-Takeover
    Effects of Our Amended and Restated Certificate of Incorporation
    and Bylaws and Delaware Law
    
    acquisition of us by means of a tender offer or merger;
    acquisition of us by means of a proxy contest or
    otherwise; or
    removal of our incumbent officers and directors.    Election
    and Removal of Directors
      Size
    of Board and Vacancies
   83




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##### Table of Contents



Stockholder
    Action by Written Consent
    Amendment
    of Our Bylaws
    Amendment
    of Certain Provisions of Our Amended and Restated Certificate of
    Incorporation
    Stockholder
    Meetings
    Requirements
    for Advance Notification of Stockholder Nominations and
    Proposals
   84




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##### Table of Contents



Delaware
    Anti-Takeover Law
      No
    Cumulative Voting
    Limitation
    on Foreign Ownership of our Common Stock
    Corporate
    Opportunity
    Transfer
    Agent and Registrar
    New York
    Stock Exchange Listing
   85




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##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE        Rule 144
      Rule 144(k)
    Stock
    Issued Under Employee Plans
  Form S-8
 86




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##### Table of Contents



Form S-8
  Lock-up
    Agreements
    Registration
    Rights
   87




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##### Table of Contents



MATERIAL
    U.S. FEDERAL TAX CONSIDERATIONS FOR
    NON-U.S. HOLDERS
    OF COMMON STOCK  non-U.S. holders non-U.S. holders non-U.S. holder
  non-U.S. holder,
  
    an individual citizen or resident of the United States
    (including certain former citizens and former long-term
    residents);
    a corporation (or any other entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in
    or under the laws of the United States, any state thereof or the
    District of Columbia;
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust if it is subject to the primary supervision of a court
    within the United States and one or more United States persons
    have the authority to control all substantial decisions of the
    trust or has a valid election in effect under applicable United
    States Treasury regulations to be treated as a United States
    person.  non-U.S. holders
    THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND
    DOES NOT CONSTITUTE LEGAL ADVICE TO ANY PROSPECTIVE PURCHASER OF
    OUR COMMON STOCK. ADDITIONALLY, THIS DISCUSSION CANNOT BE USED
    BY ANY HOLDER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MAY
    BE IMPOSED ON SUCH HOLDER. IF YOU ARE CONSIDERING THE PURCHASE
    OF OUR COMMON STOCK, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS
    CONCERNING THE U.S. FEDERAL INCOME AND ESTATE TAX
    CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON
    STOCK IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND ANY
    CONSEQUENCES ARISING UNDER THE LAWS OF APPLICABLE STATE, LOCAL
    OR FOREIGN TAXING JURISDICTIONS. YOU SHOULD ALSO CONSULT WITH
    YOUR TAX ADVISORS CONCERNING ANY POSSIBLE ENACTMENT OF
    LEGISLATION THAT WOULD AFFECT YOUR INVESTMENT IN OUR COMMON
    STOCK IN YOUR PARTICULAR CIRCUMSTANCES.
 88




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##### Table of Contents



Dividends
  non-U.S. holder non-U.S. holder non-U.S. holder) non-U.S. holder
  non-U.S. holder
  
    complete Internal Revenue Service
    Form W-8BEN
    (or other applicable form) and certify under penalty of perjury
    that such holder is not a United States person as defined under
    the Code and is eligible for treaty benefits; or
    if our common stock is held through certain foreign
    intermediaries, satisfy the relevant certification requirements
    of applicable United States Treasury regulations.  non-U.S. holders
  non-U.S. holder
  Gain on
    Disposition of Common Stock
  non-U.S. holder
  
    the gain is effectively connected with a trade or business of
    the
    non-U.S. holder
    in the United States (and, if required by an applicable income
    tax treaty, is attributable to a U.S. permanent
    establishment of the
    non-U.S. holder);
    the
    non-U.S. holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of that disposition,
    and certain other conditions are met; or
    we are or have been a United States real property holding
    corporation for U.S. federal income tax purposes.  non-U.S. holder non-U.S. holder non-U.S. holder
   89




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##### Table of Contents



Federal
    Estate Tax
  non-U.S. holder non-U.S. holders
  Information
    Reporting and Backup Withholding
  non-U.S. holder non-U.S. holder non-U.S. holder
  non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder
  non-U.S. holder
  non-U.S. holders
 90




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##### Table of Contents



UNDERWRITING    NumberUnderwriter

of SharesBanc of America Securities LLCJ.P. Morgan Securities
    Inc.Johnson Rice & Company
    L.L.C.Raymond James & Associates,
    Inc.Simmons & Company
    InternationalNatexis Bleichroeder Inc.Total


22,173,000       
    receipt and acceptance of the common stock by the
    underwriters; and
    the underwriters right to reject orders in whole or in
    part.  Over-Allotment Option.
  Discounts and Commissions.
    Paid by UsNo Exercise


Full ExercisePer Share

$



$Total

$



$  91




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##### Table of Contents



Listing.
  Stabilization.
  
    stabilizing transactions;
    short sales;
    syndicate covering transactions;
    imposition of penalty bids; and
    purchases to cover positions created by short sales.          over-the-counter
  Discretionary Accounts.
  IPO Pricing.
  
    the history of, and prospects for, our company and the industry
    in which we compete; 92




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##### Table of Contents




    our past and present financial performance;
    an assessment of our management;
    the present state of our development;
    the prospects for our future earnings;
    the prevailing conditions of the applicable United States
    securities market at the time of this offering;
    market valuations of publicly traded companies that we and the
    representatives of the underwriters believe to be comparable to
    us; and
    other factors deemed relevant.    Lock-up
    Agreements. lock-up
  180-day 180-day 180-day 16-day 180-day 18-day
  Directed Share Program. 120-day lock-up lock-up 90-day lock-up lock-up
  Indemnification.
  Online Offering.
 93




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##### Table of Contents



Conflicts/Affiliates.
  
    In January 2003 and June 2004, Raymond James acted as placement
    agent for Helixs $55 million private placement of
    convertible preferred stock.
    In August 2004, Helix entered into a four-year $150 million
    revolving credit facility with a syndicate of banks, including
    Bank of America, N.A., JPMorgan Chase Bank, N.A., Natexis
    Banques Populaires and others. Bank of America, N.A. and Banc of
    America Securities LLC served as administrative agent and sole
    lead arranger, respectively, for this facility. Under this
    facility, affiliates of the underwriters may extend loans to
    Helix in an aggregate amount of up to $65 million.
    In March 2005, Banc of America Securities LLC acted as sole
    book-running manager for Helixs $300 million offering
    of 3.25% Convertible Senior Notes.
    In September 2005, JPMorgan acted as placement agent for a
    $135 million MARAD financing for Helix.
    In November 2005, Simmons & Company International acted
    as financial advisor in connection with Helixs
    acquisitions of Helix RDS and the diving and shallow water
    pipelay business of Acergy.
    Simmons & Company International advised Helix in connection
    with its acquisition of Remington Oil and Gas Corporation, or
    Remington, in July 2006.
    Banc of America Securities LLC served as a financial advisor to
    Helix in connection with its acquisition of Remington. Bank of
    America, N.A. and Banc of America Securities LLC are serving as
    administrative agent and sole lead arranger, respectively, for
    the credit facility that funded the cash portion of the
    acquisition and supports the operations of Helix. In addition,
    JPMorgan Chase Bank, N.A. and Natexis Banques Populaires served
    as co-syndication agents for this facility.
    Bank of America, N.A. is serving as administrative agent on our
    syndicated $250 million revolving credit facility. In
    addition, Bank of America Securities LLC and J.P. Morgan
    Securities, Inc. serve as
    co-lead
    arrangers and joint bookrunners for our credit facility.  Selling Restrictions.
         94




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##### Table of Contents



Autorité des marchés financiers Autorité des marchés financiers; investisseurs qualifiés and/or cercle
    restreint dinvestisseurs Code Monétaire et
    Financier Articles L. 411-1, Code Monétaire et
    Financier
            investitori professionali
 95




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##### Table of Contents




    made by an investment firm, bank or financial intermediary
    permitted to conduct such activities in Italy in accordance with
    the Legislative Decree No. 385 of September 1, 1993,
    as amended (the Italian Banking Law), Legislative
    Decree No. 58 of February 24, 1998, as amended, CONSOB
    Regulation No. 11522 of July 1, 1998, and any
    other applicable laws and regulations;
    in compliance with Article 129 of the Italian Banking Law
    and the implementing guidelines of the Bank of Italy; and
    in compliance with any other applicable notification requirement
    or limitation which may be imposed upon the offer of the shares
    by CONSOB or the Bank of Italy.       96




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS       WHERE YOU CAN
    FIND MORE INFORMATION  Form S-1 1-800-SEC-0330 http://www.sec.gov
 97




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##### Table of Contents



CERTAIN
    DEFINITIONS    
    Dive support vessel (DSV):  Specially equipped
    vessel that performs services and acts as an operational base
    for divers, ROVs and specialized equipment.
    Drydock:  The process of docking a vessel so
    that it is fully supported out of the water for the purposes of
    regulatory certification, inspection, maintenance and repair.
    Drydocking allows full work access to the vessel hull.
    Dynamic positioning (DP):  Computer-directed
    thruster systems that use satellite-based positioning and other
    positioning technologies to ensure the proper counteraction to
    wind, current and wave forces, enabling the vessel to maintain
    its position without the use of anchors. Two DP systems
    (DP-2) are
    necessary to provide the redundancy required to support safe
    deployment of divers, while only a single DP system is necessary
    to support ROV operations.
    4 point mooring:  A mooring system that uses
    four anchors, which are spooled out to the sea floor by
    deck-mounted anchor winches, to secure a vessel in open waters.
    Gulf of Mexico OCS:  The Outer Continental
    Shelf in the Gulf of Mexico, defined as the area in the Gulf of
    Mexico extending from the shoreline to water depths up to
    1,000 feet.
    Hyperbaric rescue chamber (HRC):  An additional
    chamber, connected to the saturation diving system, that acts as
    a floating pressurized lifeboat in the event of a vessel
    emergency.
    Mixed gas diving:  Diving technique used in
    water depths between 170 and 300 feet. Inert nitrogen in
    air is replaced with helium, which provides longer bottom times
    at greater depths and eliminates the narcotic effect of nitrogen
    under pressure.
    Moon pool:  An opening in the center of a
    vessel through which a saturation diving system or ROV may be
    deployed, allowing safer deployment in adverse weather
    conditions.
    Multi-purpose support vessel (MSV):  A
    DP DSV that is capable of performing coring and well
    operations in addition to working in diving and ROV modes.
    Pipelay and pipe burial:  Pipelay barges
    provide an offshore work station that allow for the welded
    assembly of multiple sections of pipe on deck. After completing
    nondestructive testing, the barge pulls forward on the anchor
    spread moorings and lays out the pipeline on the seafloor. In
    water depths less than 200 feet, the pipeline is required
    to have a minimum of three feet of burial cover. Burial is
    accomplished by digging and jetting out a trenched ditch from
    under the pipeline.
    Portable saturation diving system:  Saturation
    diving system that is transportable to various offshore
    locations. These systems are typically deployed on barges and
    rigs that do not consistently require deep dive support.
    Qualified turnkey:  Lump-sum bid sent in
    response to a clients request for quote. Our bid response
    contains the following: a defined scope of work, a lump-sum
    price to complete that work, extra work rates for anything
    outside the defined scope of work and a list of clarifications
    and qualifications applicable to the project or contract.
    Remotely operated vehicle (ROV):  Robotic
    vehicles used to complement, support and increase the efficiency
    of diving and subsea operations and for tasks beyond the
    capability of manned diving operations. 98




---



##### Table of Contents




    Saturation diving:  Provides for efficient work
    time on the seafloor in water depths between 200 and
    1,000 feet. Divers stay under pressure in a vessel-mounted
    chamber and are transported to the sea floor in a diving bell.
    One-time decompression is conducted after completion of the job
    or a 30-day
    period, whichever is shorter. A split-level saturation diving
    system has an additional chamber that allow extra divers to
    store at a different pressure level, which allows
    the divers to work at different depths.
    Surface diving:  Diving operations conducted in
    shallower waters, typically limited to depths of approximately
    170 feet. At greater depths, bottom times become limited
    and decompression times increase significantly. Compressed air
    and communications are supplied to the diver through a dive
    umbilical, tethered to the surface. Based on factors of depth
    and time, divers must decompress after each dive.
    Surface diving system:  Dive equipment
    components required for air or gas surface diving operations,
    which typically includes air compressors, dive hoses,
    communication radios,
    air/gas
    manifolds and decompression chambers. 99




---



##### 



INDEX TO
    FINANCIAL STATEMENTS   
 PageCal Dive International, Inc. and
    SubsidiariesReport of
    Independent Registered Public Accounting Firm


F-2Combined Balance
    Sheets as of December 31, 2004 and 2005


F-3Combined Statements
    of Operations for the three years ended December 31,
    2005


F-4Combined Statements
    of Changes in Owners Equity for the three years ended
    December 31, 2005


F-5Combined Statements
    of Cash Flows for the three years ended December 31,
    2005


F-6Notes to Combined
    Financial Statements


F-7Condensed Combined
    Balance Sheets at December 31, 2005 (audited) and
    September 30, 2006 (unaudited)


F-21Condensed Combined
    Unaudited Statements of Operations for the nine months ended
    September 30, 2005 and 2006


F-22Condensed Combined
    Unaudited Statements of Changes in Owners Equity for the
    nine months ended September 30, 2006


F-23Condensed Combined
    Unaudited Statements of Cash Flows for the nine months ended
    September 30, 2005 and 2006


F-24Notes to Condensed
    Combined Unaudited Interim Financial Statements


F-25Acergy US Inc.Report of
    Independent Registered Public Accounting Firm


F-33Statement of Revenue
    and Direct Operating Expenses for the fiscal years ended
    November 30, 2003, 2004 and 2005 (audited) and the quarter
    ended February 28, 2006 (unaudited)


F-34Notes to the Acergy
    Statement of Revenue and Direct Operating Expenses


F-35   F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                F-2




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Combined Balance Sheets
 (in thousands)
  December 31,2004


2005ASSETSCurrent assets:Cash and cash equivalents

$



$
Accounts receivable Trade, net of allowance for
    doubtful accounts of $4,641 and $26, respectively


28,989



75,713Unbilled revenue


5,027



13,608Deferred income taxes


3,538



1,939Assets held for sale


2,989



7,936Other current assets


6,022



11,288Total current assets


46,565



110,484Gross property and equipment


145,922



173,841Less  Accumulated
    depreciation


(69,593
)


(60,237
)Net property and equipment


76,329



113,604Other assets:Equity investment






11,513Goodwill


14,973



27,814Other assets, net


6,950



14,469Total assets

$
144,817


$
277,884LIABILITIES AND OWNERS
    EQUITYCurrent liabilities:Accounts payable

$
13,549


$
32,034Accrued liabilities


13,889



41,835Total current liabilities


27,438



73,869Deferred income taxes


24,209



22,621Other long term liabilities


662



3,611Total liabilities


52,309



100,101Commitments and contingencies






Owners equity:Unearned compensation






(1,898
)Owners net investment


92,508



179,681Total owners equity


92,508



177,783Total liabilities and owners
    equity

$
144,817


$
277,884    F-3




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Combined Statements of Operations
 (in thousands)
  Year Ended December 31,2003


2004


2005Net revenues

$
135,488


$
125,786


$
224,299Cost of sales


108,479



101,583



152,586Gross profit


27,009



24,203



71,713Gain on sale of assets










270Selling and administrative expenses


10,337



12,318



16,730Income from operations


16,672



11,885



55,253Equity in earnings of investment










2,817Interest income










45Income before income taxes


16,672



11,885



58,115Provision for income taxes


5,870



4,211



20,385Net income

$
10,802


$
7,674


$
37,730    F-4




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Combined Statements of Changes in Owners
    Equity
 (in thousands)
  Owners Net


Unearned


TotalInvestment


Compensation


Owners EquityBalances at December 31, 2002

$
123,516


$



$
123,516Net income


10,802







10,802Capital contributions by owner


2,584







2,584Cash transfers to owner


(26,370
)






(26,370
)Balances at December 31, 2003

$
110,532


$



$
110,532Net income


7,674







7,674Capital contributions by owner


2,912







2,912Cash transfers to owner


(28,610
)






(28,610
)Balances at December 31, 2004

$
92,508


$



$
92,508Net income


37,730







37,730Stock grants in owners stock
    plan


2,124



(2,124
)


Amortization of stock grants in
    owners stock plan






226



226Capital contributions by owner


79,547







79,547Cash transfers to owner


(32,228
)






(32,228
)Balances at December 31, 2005

$
179,681


$
(1,898
)

$
177,783    F-5




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Combined
    Statements of Cash Flows
 (in thousands)
  Year Ended December 31,2003


2004


2005Cash Flows From Operating
    Activities:Net income

$
10,802


$
7,674


$
37,730Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


15,209



15,510



15,308Assets impairment charges






3,900



790Equity in earnings of investment










(2,817
)Stock compensation expense










226Deferred income taxes


3,233



(970
)


11Gain on sale of assets










(270
)Changes in operating assets and
    liabilities:Accounts receivable, net


8,624



54



(55,305
)Other current assets


1,178



258



(3,494
)Accounts payable and accrued
    liabilities


(7,266
)


6,272



46,431Other noncurrent, net


(5,410
)


(4,088
)


(6,382
)Net cash provided by operating
    activities:


26,370



28,610



32,228Cash Flows From Investing
    Activities:Capital expenditures


(2,784
)


(2,912
)


(36,407
)Acquisition of businesses










(42,917
)Equity investment










(1,696
)Loan to Offshore Technology
    Solutions Limited










(1,500
)Proceeds from sales of property


200







2,973Net cash used in investing
    activities:


(2,584
)


(2,912
)


(79,547
)Cash Flows From Financing
    Activities:Cash transfers from owner for
    investing activities


2,584



2,912



79,547Cash transfers to owner from
    operating activities


(26,370
)


(28,610
)


(32,228
)Net cash provided by (used in)
    financing activities


(23,786
)


(25,698
)


47,319Net increase (decrease) in cash
    and cash equivalents










Cash and cash equivalents:Balance, beginning of year










Balance, end of year

$



$



$
    F-6




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes
    to Combined Financial Statements
  1.
    Organization
    and Basis of Presentation              2.
    Summary
    of Significant Accounting Policies  Principles
    of Combination
   F-7




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
   Use of
    Estimates
    Revenue
    Recognition
      percentage-of-completion percentage-of-completion
  
    the customer provides specifications for the construction of
    facilities or for the provision of related services;
    we can reasonably estimate our progress towards completion and
    our costs;
    the contract includes provisions as to the enforceable rights
    regarding the goods or services to be provided, consideration to
    be received and the manner and terms of payment;
    the customer can be expected to satisfy its obligations under
    the contract; and
    we can be expected to perform our contractual obligations.  percentage-of-completion
 F-8




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
       Accounts
    Receivable and Allowance for Uncollectible
    Accounts
    Property
    and Equipment
    Estimated


December 31,Useful Life


2004


2005Vessels


15 to 20 years


$
131,412


$
142,036Machinery and equipment


5 years



13,163



25,749Buildings and leasehold
    improvements


4 to 20 years



1,347



6,056Total property and equipment





$
145,922


$
173,841      F-9




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
     Recertification
    Costs and Deferred Drydock Charges
      Goodwill
    and Other Intangible Assets
    Equity
    Investment
   F-10




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
     Income
    Taxes
    Stock-Based
    Compensation Plans
    Accounting for Stock-Based
    Compensation
  Year Ended December 31,2003


2004


2005Net income as reported

$
10,802


$
7,674


$
37,730Plus: Stock-based employee
    compensation cost included in reported net income










226Less: Total stock-based
    compensation costs determined under the fair value method


(1,635
)


(1,087
)


(576
)Pro forma net income

$
9,167


$
6,587


$
37,380    F-11




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
   Share-Based Payment
  Major
    Customers and Concentration of Credit Risk
    Statement
    of Cash Flow Information
    Recently
    Issued Accounting Principles
  Accounting for Stock Issued to Employees Statement of Cash Flows
  3.
    Related
    Party Transactions     F-12




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
               4.
    Acquisition
    of Torch Offshore, Inc. Assets   F-13




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
     5.
    Acquisition
    of Acergy (formerly known as Stolt Offshore) Business  Kestrel DLB801 DLB801 Kestrel
  DLB801 Kestrel
    Vessels

$
11,930Goodwill


12,841Portable saturation system and
    diving equipment


9,498Facilities, land and leasehold
    improvements


4,319Customer relationships intangible
    asset


3,698Materials and supplies


631Total

$
42,917   DLB801 10-year
 F-14




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
   DLB801
  DLB801 10-year
    Year EndedDecember 31,2004


2005Net revenues

$
287,717


$
464,543(Loss) income before income taxes

$
(24,645
)

$
64,136Net (loss) income

$
(16,071
)

$
41,644   6.
    Equity
    Investment  Witch
    Queen. Consolidation of Variable Interest Entities
    Witch Queen
   F-15




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
   7.
    Accrued
    Liabilities    Year EndedDecember 31,2004


2005Accrued payroll and related
    benefits

$
2,925


$
5,370Accrued insurance


2,953



3,172Insurance claims to be reimbursed


2,120



2,678Accrued income taxes payable


5,181



20,374Deposits






10,000Other


710



241Total accrued liabilities

$
13,889


$
41,835   8.
    Income
    Taxes      Year EndedDecember 31,2003


2004


2005Current

$
2,637


$
5,181


$
20,374Deferred


3,233



(970
)


11$
5,870


$
4,211


$
20,385       Year EndedDecember 31,2003


2004


2005Statutory rate


35.0
%


35.0
%


35.0
%Other


0.2



0.4



0.1Effective rate


35.2
%


35.4
%


35.1
%  F-16




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
     December 31,2004


2005Deferred tax liabilities:Depreciation

$
21,416


$
19,506Deferred drydock costs


2,431



2,894Prepaid and other


362



1,555Total deferred tax liabilities

$
24,209


$
23,955Deferred tax assets:Allowance for doubtful accounts

$
(2,124
)

$
(646
)Reserves, accrued liabilities and
    other


(1,414
)


(2,627
)Total deferred tax assets

$
(3,538
)

$
(3,273
)Net deferred tax liability

$
20,671


$
20,682     9.
    Commitments
    and Contingencies  Lease
    Commitments
    Insurance
     F-17




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
     Litigation
    and Claims
    Purchase
    Commitment
    10.
    Employee
    Benefit Plans  Defined
    Contribution Plan
    Stock-Based
    Compensation Plans
   F-18




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
            F-19




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Combined Financial
    Statements  (Continued)
   11.
    Allowance
    for Uncollectible Accounts    Year Ended December 31,2003


2004


2005Beginning balance

$
4,383


$
5,087


$
4,641Additions


1,579



1,225



411Deductions


(875
)


(1,671
)


(5,026
)Ending balance

$
5,087


$
4,641


$
26     12.
    Business
    Segment Information    13.
    Subsequent
    Events     F-20




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Condensed
    Combined Balance Sheets
 (in
    thousands)
  December 31,


September 30,2005


2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$



$
2,048Accounts receivable Trade, net of allowance for
    doubtful accounts of $26 and $113, respectively


75,713



76,611Unbilled revenue


13,608



29,318Deferred income taxes


1,939



1,805Assets held for sale


7,936



100Notes receivable


1,500



3,008Other current assets


9,788



13,046Total current assets


110,484



125,936Gross property and equipment


173,841



288,629Less  Accumulated
    depreciation


(60,237
)


(67,099
)Net property and equipment


113,604



221,530Other assets:Equity investment


11,513



10,785Goodwill


27,814



26,666Other assets, net


14,469



20,440Total assets

$
277,884


$
405,357LIABILITIES AND OWNERS
    EQUITYCurrent liabilities:Accounts payable

$
32,034


$
36,242Accrued liabilities


41,835



65,623Total current liabilities


73,869



101,865Deferred income taxes


22,621



27,048Other long term liabilities


3,611



3,343Total liabilities


100,101



132,256Commitments and contingencies






Owners equity:Unearned compensation


(1,898
)


Owners net investment


179,681



273,101Total owners equity


177,783



273,101Total liabilities and owners
    equity

$
277,884


$
405,537    F-21




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Condensed
    Combined Unaudited Statements of Operations
 (in
    thousands)
  Nine Months Ended September 30,2005


2006Net revenues

$
127,237


$
372,918Cost of sales


88,370



204,031Gross profit


38,867



168,887Gain on sale of assets






322Selling and administrative expenses


8,483



25,210Income from operations


30,384



143,999Equity in earnings (losses) of
    investment


672



(587
)Interest income


22



364Income before income taxes


31,078



143,776Provision for income taxes


10,980



50,531Net income

$
20,098


$
93,245    F-22




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Condensed
    Combined Unaudited Statements of Changes in Owners
    Equity
 (in
    thousands)
  Owners Net


Unearned


TotalInvestment


Compensation


Owners EquityBalances at December 31, 2005

$
179,681


$
(1,898
)

$
177,783Net income


93,245







93,245Reversal of unearned compensation


(1,898
)


1,898



Amortization of stock grants in
    owners stock plan


1,821







1,821Capital contributions by owner


106,036







106,036Cash transfers to owner


(105,784
)






(105,784
)Balances at September 30, 2006

$
273,101


$



$
273,101    F-23




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Condensed
    Combined Unaudited Statements of Cash Flows
 (in
    thousands)
  Nine MonthsEnded September 30,2005


2006Cash Flows From Operating
    Activities:Net income

$
20,098


$
93,245Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


10,614



17,047Assets impairment charges


790



Stock compensation expense


169



1,821Equity in (earnings) losses of
    investment


(672
)


728Deferred income taxes


1,357



4,561Gain on sale of assets


(301
)


(322
)Changes in operating assets and
    liabilities:Accounts receivable, net


(11,957
)


(14,793
)Other current assets


(1,807
)


(3,741
)Accounts payable and accrued
    liabilities


5,317



20,749Other noncurrent, net


(7,820
)


(11,463
)Net cash provided by operating
    activities


15,788



107,832Cash Flows From Investing
    Activities:Capital expenditures


(31,678
)


(21,055
)Acquisition of businesses, net of
    cash acquired






(100,660
)Equity investment


(1,696
)


Proceeds from sales of property


2,270



15,679Net cash used in investing
    activities


(31,104
)


(106,036
)Cash Flows From Financing
    Activities:Cash transfers from owner for
    investing activities


31,104



106,036Cash transfers to owner from
    operating activities


(15,788
)


(105,784
)Net cash provided by financing
    activities


15,316



252Net increase in cash and cash
    equivalents






2,048Cash and cash equivalents:Balance, beginning of period






Balance, end of period

$



$
2,048    F-24




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements
  1.
    Preparation
    of Interim Financial Statements                 F-25




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
  2.
    Related
    Party Transactions            3.
    Acquisition
    of Acergy (formerly known as Stolt Offshore) Business  Kestrel DLB801 DLB801 Kestrel
 F-26




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
  DLB801 Kestrel pre-acquisition
    Vessels

$
94,583Goodwill


11,594Portable saturation system and
    diving equipment


9,494Facilities, land and leasehold
    improvements


4,314Customer relationship intangible
    asset


3,698Materials and supplies


631Total

$
124,314     DLB801 10-year DLB801 DLB801
  DLB801 10-year
  4.
    Acquisition
    of Fraser Diving International Ltd (FDI)
    Business   F-27




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
    Portable saturation diving systems
    and surface diving systems

$
22,813Diving support equipment, support
    facilities and other equipment


4,077Cash and cash equivalents


2,332Accounts receivable


1,817Prepaid expenses and deposits


542Total assets acquired


31,581Accounts payable and accrued
    liabilities


(1,763
)Net assets acquired

$
29,818     5.
    Equity
    Investment  Witch Queen
    Witch Queen
   F-28




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
      6.
    Accrued
    Liabilities    December 31,


September 30,2005


2006Accrued payroll and related
    benefits

$
5,370


$
7,273Accrued insurance


3,172



3,885Insurance claims to be reimbursed


2,678



2,062Accrued income taxes payable


20,374



46,073Deposits


10,000



1,500Other


241



4,830Total accrued liabilities

$
41,835


$
65,623   7.
    Stock-Based
    Compensation Plans     F-29




---



##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
    Nine MonthsEndedSeptember 30,2005Net income as reported

$
20,098Plus: Stock-based employee
    compensation cost included in reported net income


170Less: Total stock-based
    compensation costs determined under the fair value method


(291
)Pro forma net income

$
19,977     1 3
         F-30




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##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
    8.
    Commitments
    and Contingencies        9.
    Recently
    Issued Accounting Principles    Fair Value Measurements
 F-31




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##### Table of Contents



Cal Dive
    International, Inc. and Subsidiaries
  Notes to
    Condensed Combined Unaudited Interim
 Financial
    Statements  (Continued)
   10.
    Subsequent
    Events      F-32




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm          Rule 3-05 Regulations S-X,
       F-33




---



##### Table of Contents



Acergy US
    Inc.
  Statement
    of Revenue and Direct Operating Expenses
 (in thousands)
  Fiscal Year EndedNovember 30,


Quarter Ended2003


2004


2005


February 28,
    2006(unaudited)Revenue

$
188,973


$
161,931


$
245,774


$
7,332Direct operating expenses


230,727



193,113



238,539



4,178Excess of revenue over direct
    operating expenses (direct operating expenses over revenue)

$
(41,754
)

$
(31,182
)

$
7,235


$
3,154    F-34




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##### Table of Contents



Notes to
    Acergy

Statement of Revenue and Direct Operating Expenses  1.
    Business
    and Asset Purchase Agreement  Seaway Kestrel DLB801
    Seaway Defender
  American Constitution
  American Star
  American Triumph
  American Victory
  American Diver
  American Liberty
  Seaway Defender
  Seaway Kestrel
  2.
    Basis of
    Presentation  Seaway Kestrel Seaway Defender American Constitution DLB801 DLB801
    DLB801 Seaway Kestrel
 F-35




---



##### Table of Contents



Notes to Acergy
 Statement of Revenue and Direct Operating
    Expenses  Continued
    IMR Assets


DLB801


Seaway KestrelNovember 1,


January 9,


March 16,2005


2006


2006(unaudited)


(unaudited)Inventories

$
1,538


$



$
Property and equipment, net


10,319



16,869



18,954Other long-term assets


1,974







466Total

$
13,831


$
16,869


$
19,420           Statement
    of Revenue and Direct Operating Expenses
       F-36




---



##### Table of Contents



Notes to Acergy
 Statement of Revenue and Direct Operating
    Expenses  Continued
  Statement
    of Cash Flows
    3.
    Summary
    of Significant Accounting Policies  Use of
    estimates
        Inventory
    Property
    and Equipment
    YearsShips


10 - 18Operating equipment


5 - 10Furniture, fixtures and office
    equipment


3 - 5Building and Leasehold Improvements


7 - 30    F-37




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##### Table of Contents



Notes to Acergy
 Statement of Revenue and Direct Operating
    Expenses  Continued
  Dry-docking
    Costs
    Revenue
    Recognition
  Position 81-1, Accounting for Performance of Certain Construction-Type
    Contracts
      No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent.
  Operating
    Expenses
    Impairment
    Charges
    Income
    Taxes
   F-38




---



##### Table of Contents



Notes to Acergy
 Statement of Revenue and Direct Operating
    Expenses  Continued
    4.
    Property
    and Equipment    5.
    Significant
    Customers and Concentration of Credit Risk    2003


2004


2005Customer A






23
%


21
%Customer B


5
%


25
%


9
%Customer C






6
%


24
%Customer D


57
%






   6.
    Related
    Party Transactions    7.
    Subsequent
    Event  Seaway Kestrel
 F-39




---



##### Table of Contents



22,173,000
    Shares
   
   Cal Dive
    International, Inc.
   Common
    Stock
            Joint Book-Running Managers
 Banc
    of America Securities LLC
    JPMorgan    Johnson
    Rice & Company L.L.C. Raymond
    James Simmons &
    CompanyInternational Natexis
    Bleichroeder Inc.




---



##### Table of Contents



PART II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other
    Expenses of Issuance and Distribution.  Form S-1,
  Securities and Exchange Commission
    registration fee

$
43,654NASD filing fee


41,299NYSE listing fee


250,000Printing and engraving expenses


350,000Accounting fees and expenses


1,400,000Legal fees and expenses


1,500,000Transfer agent and registrar fees


10,000Miscellaneous fees and expenses


405,047Total

$
4,000,000   Item 14.
    Indemnification
    of Directors and Officers.         II-1




---



##### Table of Contents



Item 15.
    Recent
    Sales of Unregistered Securities.    Item 16.
    Exhibits
    and Financial Statement Schedules.    
 ExhibitNumber

Exhibit Title1
.1***

Form of Underwriting Agreement3
.1***

Form of Amended and Restated
    Certificate of Incorporation of Cal Dive International, Inc.3
.2***

Form of Amended and Restated
    Bylaws of Cal Dive International, Inc.4
.1***

Form of Specimen Common Stock
    certificate of Cal Dive International, Inc.5
.1***

Opinion of Fulbright &
    Jaworski L.L.P.10
.1***

Form of Master Agreement between
    Cal Dive International, Inc. and Helix Energy Solutions
    Group, Inc.10
.2***

Form of Corporate Services
    Agreement between Cal Dive International, Inc. and Helix
    Energy Solutions Group, Inc.10
.3***

Form of Registration Rights
    Agreement between Cal Dive International, Inc. and Helix
    Energy Solutions Group, Inc.10
.4***

Form of Tax Matters Agreement
    between Cal Dive International, Inc. and Helix Energy
    Solutions Group, Inc.10
.5***

Form of Employee Matters Agreement
    between Cal Dive International, Inc. and Helix Energy
    Solutions Group, Inc.10
.6***

Form of Cal Dive
    International, Inc. 2006 Long Term Incentive Plan.10
.7***

Form of Cal Dive
    International, Inc. Employee Stock Purchase Plan.10
.8***

Employment Agreement dated
    November 1, 2005, between Cal Dive International, Inc.
    (predecessor to Helix Energy Solutions Group, Inc.) and Quinn J.
    Hébert .10
.9***

Amended and Restated Employment
    Agreement dated February 15, 1999, between Cal Dive
    International, Inc. (predecessor to Helix Energy Solutions
    Group, Inc.) and Scott T. Naughton.10
.10***

Employment Agreement dated
    February 1, 2003, between Cal Dive International, Inc.
    (predecessor to Helix Energy Solutions Group, Inc.) and G. Kregg
    Lunsford.10
.11***

Credit Agreement dated November
    20, 2006, among CDI Vessel Holdings LLC, Cal Dive International,
    Inc., Bank of America, N.A., as Administrative Agent, Amegy Bank
    National Association, as Documentation Agent, Banc of America
    Securities LLC and J.P. Morgan Securities, Inc., as Joint Lead
    Arrangers and Joint Book Runners, and the lenders from time to
    time party thereto.21
.1***

Subsidiaries of Cal Dive
    International, Inc.23
.1**

Consent of Ernst & Young
    LLP23
.2**

Consent of Deloitte &
    Touche LLP23
.3***

Consent of Fulbright &
    Jaworski L.L.P. (included in Exhibit 5.1)23
.4***

Consent of Spears &
    Associates, Inc.24
.1***

Powers of Attorney99
.1***

Consent of Prospective Director
    for William L. Transier99
.2***

Consent of Prospective Director
    for Todd A. Dittmann99
.3***

Consent of Prospective Director
    for David E. Preng  
 II-2




---



##### Table of Contents



*
    
    To be filed by amendment.**
    
    Filed herewith.***
    
    Previously filed.      Item 17.
    Undertakings.           II-3




---



##### Table of Contents



SIGNATURES
 
   
  CAL DIVE INTERNATIONAL, INC.
    (Registrant)
  By:
    /s/  G.
    Kregg Lunsford    Title:
    Executive Vice President, Chief Financial Officer and Treasurer 
   
  
 Signature

Title

Date*Owen
    Kratz

Director

December 12, 2006*Martin
    R. Ferron

Director

December 12, 2006*Quinn
    J. Hébert

President, Chief Executive
    Officer
    and Director
    (Principal Executive Officer)

December 12, 2006/s/  G.
    Kregg LunsfordG.
    Kregg Lunsford

Executive Vice President, Chief
    Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

December 12, 2006*By:

/s/  G.
    Kregg Lunsford



December 12, 2006G. Kregg Lunsford, as
    Attorney-In-Fact  
 II-4




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##### Table of Contents



EXHIBIT LIST
  Exhibits
    and Financial Statements Schedules.
  
 ExhibitNumber

Exhibit Title1
.1***

Form of Underwriting Agreement3
.1***

Form of Amended and Restated
    Certificate of Incorporation of Cal Dive International, Inc.3
.2***

Form of Amended and Restated
    Bylaws of Cal Dive International, Inc.4
.1***

Form of Specimen Common Stock
    certificate of Cal Dive International, Inc.5
.1***

Opinion of Fulbright &
    Jaworski L.L.P.10
.1***

Form of Master Agreement between
    Cal Dive International, Inc. and Helix Energy Solutions
    Group, Inc.10
.2***

Form of Corporate Services
    Agreement between Cal Dive International, Inc. and Helix
    Energy Solutions Group, Inc.10
.3***

Form of Registration Rights
    Agreement between Cal Dive International, Inc. and Helix
    Energy Solutions Group, Inc.10
.4***

Form of Tax Matters Agreement
    between Cal Dive International, Inc. and Helix Energy
    Solutions Group, Inc.10
.5***

Form of Employee Matters Agreement
    between Cal Dive International, Inc. and Helix Energy
    Solutions Group, Inc.10
.6***

Form of Cal Dive International,
    Inc. 2006 Long Term Incentive Plan.10
.7***

Form of Cal Dive International,
    Inc. Employee Stock Purchase Plan.10
.8***

Employment Agreement dated
    November 1, 2005, between Cal Dive International, Inc.
    (predecessor to Helix Energy Solutions Group, Inc.) and Quinn J.
    Hébert .10
.9***

Amended and Restated Employment
    Agreement dated February 15, 1999, between Cal Dive
    International, Inc. (predecessor to Helix Energy Solutions
    Group, Inc.) and Scott T. Naughton.10
.10***

Employment Agreement dated
    February 1, 2003, between Cal Dive International, Inc.
    (predecessor to Helix Energy Solutions Group, Inc.) and G. Kregg
    Lunsford.10
.11***

Credit Agreement dated November
    20, 2006, among CDI Vessel Holdings LLC, Cal Dive International,
    Inc., Bank of America, N.A., as Administrative Agent, Amegy Bank
    National Association, as Documentation Agent, Banc of America
    Securities LLC and J.P. Morgan Securities, Inc., as Joint Lead
    Arrangers and Joint Book Runners, and the lenders from time to
    time party thereto.21
.1***

Subsidiaries of Cal Dive
    International, Inc.23
.1**

Consent of Ernst & Young
    LLP23
.2**

Consent of Deloitte &
    Touche LLP23
.3***

Consent of Fulbright &
    Jaworski L.L.P. (included in Exhibit 5.1)23
.4***

Consent of Spears &
    Associates, Inc.24
.1***

Powers of Attorney (included in
    signature page)99
.1***

Consent of Prospective Director
    for William L. Transier99
.2***

Consent of Prospective Director
    for Todd A. Dittmann99
.3***

Consent of Prospective Director
    for David E. Preng  
 
  *
    
    To be filed by amendment**
    
    Filed herewith***
    
    Previously filed.