UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2004 ----------- CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) MINNESOTA 95-3409686 (State or other jurisdiction of (I.R.S.Employer incorporation of organization) Identification No.) 400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060 (Address of Principal Executive Offices) (Zip Code) (281) 618-0400 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events On June 28, 2004, Cal Dive International, Inc. issued a press release entitled "Cal Dive Issues Remaining Preferred Stock From 2003 Transaction". A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements and Exhibits. Number Description ------ ------------ 3.1 Certificate of Rights and Preferences of Series A-2 Cumulative Convertible Preferred Stock of Cal Dive International, Inc. as filed with the Secretary of State of the State of Minnesota. 99.1 Press Release of Cal Dive International, Inc. dated June 28, 2004. CAL DIVE INTERNATIONAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 28, 2004 CAL DIVE INTERNATIONAL, INC. By: /s/ A. WADE PURSELL ------------------------- A. Wade Pursell Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description 3.1 Certificate of Rights and Preferences of Series A-2 Cumulative Convertible Preferred Stock of Cal Dive International, Inc. as filed with the Secretary of State of the State of Minnesota. 99.1 Press Release dated June 28, 2004