As filed with the Securities and Exchange Commission on April 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands None
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
31-020-664-4461
(Address of Registrant's Principal Executive Offices,
Including Zip Code and telephone number, including area code)
CHICAGO BRIDGE & IRON MANAGEMENT
DEFINED CONTRIBUTION STOCK INCENTIVE PLAN
(Full Title of the Plan)
ROBERT H. WOLFE, ESQ.
CHICAGO BRIDGE & IRON COMPANY
1501 North Division Street
Plainfield, Illinois 60544
(815) 439-6000
(Name, Address and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
ALAN J. LASKA, ESQ.
KELLEY DRYE & WARREN LLP
101 Park Avenue
New York, New York 10178
(212) 808-7800
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. __
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Per Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------
Common Shares,
par value NLG 0.01 925,670 $18.00 $16,662,060 $5,746
per share shares
================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended.
<PAGE>
Explanatory Note
The purpose of this Registration Statement on Form S-8 is to register
925,670 shares of Common Shares, par value NLG 0.01 per share (the "Common
Shares"), of Chicago Bridge & Iron Company N.V. (the "Registrant"), which shares
will be issued for contribution to the Chicago Bridge & Iron Management Defined
Contribution Stock Incentive Plan (the "Plan") of the Registrant. The Common
Shares issued pursuant to the Plan are held by certain management employees and
their transferees as permitted under the terms of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants in the Plan, as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) The Prospectus dated March 26, 1997, as filed by the Registrant with
the Commission on March 28, 1997, there being no annual reports filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act by the Registrant, and such
Prospectus being the final form of Prospectus.
(b) The description of the Registrant's common stock, par value NLG 0.01
per share (the "Common Shares"), contained in the Registration Statement on Form
S-1 (File No. 333-18065) dated December 17, 1996 and filed with the Commission
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such descriptions.
All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that the securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Chicago Bridge & Iron Company N.V. (the "Issuer") is a Netherlands
corporation.
The Articles of Association of the Issuer, as amended, provide for
indemnification of directors and officers to the fullest extent permitted by the
law of The Netherlands.
The form of Underwriting Agreement filed as Exhibit 1 of Amendment No. 3 to
Form S-1 will contain certain provisions for indemnification of directors and
officers of the Registrant and its predecessors and subsidiaries (collectively,
the "Company") and the underwriters against civil liabilities under the
Securities Act.
The Issuer intends to enter into indemnification agreements with certain of
its directors providing for indemnification to the fullest extent permitted by
the law of The Netherlands. These agreements provide for specific procedures to
better assure the directors' rights to indemnification, including procedures for
directors to submit claims, for determination of directors' entitlement to
indemnification (including the allocation of the burden of proof and selection
of a reviewing party), and for enforcement of directors' indemnification rights.
The Company will also obtain officers' and directors' liability insurance in
amounts that it believes are reasonable under the circumstances.
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<PAGE>
Article 25 of the Articles of Association of the Registrant also provide
that, to the fullest extent permitted by the law of The Netherlands, directors
of the Issuer will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) for personal liability which is
imposed by the law of The Netherlands, as from time to time amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
- ------- -----------
4.1 Chicago Bridge & Iron Management Defined Contribution Stock
Incentive Plan (incorporated herein by reference to Exhibit 10.5 of
Amendment No. 3 to the Registrant's Registration Statement on Form S-1
(File No. 333-18065), filed with the Commission on March 20, 1997)
4.2 Specimen Stock Certificate, defining the rights of holders
of the capital stock of the Registrant (incorporated herein by
reference to Exhibit 4.1 of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-18065), filed with
the Commission on March 20, 1997)
5 Opinion of Loeff Claeys Verbeke, Counsel to Registrant
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
23.3 Consent of Loeff Claeys Verbeke (included in opinion filed as
Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of the Registrant
(included on the signature pages hereof)
ITEM 9. UNDERTAKINGS.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not
II-2
<PAGE>
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that
subparagraphs (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those subparagraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plainfield, State of Illinois on this 2nd day of
April, 1997.
CHICAGO BRIDGE & IRON COMPANY N.V.
By:/s/ TIMOTHY J. WIGGINS
--------------------------------
Timothy J. Wiggins
Vice President, Treasurer and
Chief Financial Officer -
Chicago Bridge and Iron Company
By:/s/ STEPHEN M. DUFFY
-------------------------------------
Stephen M. Duffy
Vice President of Human Resources and
Administration
Chicago Bridge and Iron Company
POWER OF ATTORNEY
Each person whose signature appears below appoints Timothy J. Wiggins and
Stephen M. Duffy, their attorneys-in-fact and agents, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange Commission, any amendments to this Registration Statement (including
post- effective amendments), and generally to do anything else necessary or
proper in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ GERALD M. GLENN Supervisory Director April 2, 1997
- -------------------------------------
Gerald M. Glenn
Supervisory Director April 2, 1997
- -------------------------------------
J. Dennis Bonney
/s/ GARY L. NEALE Supervisory Director April 2, 1997
- -------------------------------------
Gary L. Neale
II-4
<PAGE>
/s/ VINCENT L. KONTNY Supervisory Director April 2, 1997
- -------------------------------------
Vincent L. Kontny
/s/ J. CHARLES JENNETT Supervisory Director April 2, 1997
- -------------------------------------
J. Charles Jennett
/s/ MARSHA WILLIAMS Supervisory Director April 2, 1997
- -------------------------------------
Marsha Williams
/s/ JERRY H. BALLENGEE Supervisory Director April 2, 1997
- -------------------------------------
Jerry H. Ballengee
Supervisory Director April 2, 1997
- -------------------------------------
L. Donald Simpson
Registrant's Agent for
Service in the United States
- -------------------------------
/s/ ROBERT H. WOLFE, ESQ. April 2, 1997
Robert H. Wolfe, Esq.
II-5
<PAGE>
EXHIBIT INDEX
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Sequential
Exhibit Page
Number Description Number
- ------- ----------- -----------
4.1 Chicago Bridge & Iron Management Defined Incorporated
Contribution Stock Incentive Plan (incorporated herein by reference
by reference to Exhibit 10.5 of Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-18065) filed with the Commission on March
20, 1997
4.2 Specimen Stock Certificate, defining the rights of Incorporated
holders of the capital stock of the Registrant by reference
(incorporated herein by reference to Exhibit 4.1 of
Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-18065), filed with
the Commission on March 20, 1997
5 Opinion of Loeff Claeys Verbeke, Counsel to Registrant
23.1 Consent of Arthur Andersen, LLP, Independent Public
Accountants
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants
23.3 Consent of Loeff Claeys Verbeke (included in opinion
filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of
the Registrant (included on the signature pages hereof)
II-6
EXHIBIT 5
<PAGE>
EXHIBIT 5
[Letterhead of Loeff Claeys Verbeke]
Chicago Bridge & Iron Company N.V.
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
Amsterdam, 2 April 1997
Re: Chicago Bridge & Iron Company N.V.
Offer of Common Shares Under the Chicago
Bridge & Iron Management Defined Contribution
Stock Incentive Plan
----------------------------------------------
Dear Sirs:
We have acted as special counsel on matters of Netherlands law to Chicago
Bridge & Iron Company N.V. (the "Company") in connection with the registration
of 925,670 shares of Common Shares, par value NLG 0.01 (the "Shares"), issued
pursuant to the Chicago Bridge & Iron Management Defined Contribution Stock
Incentive Plan. In connection therewith, the Company will file with the United
States Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act").
In rendering this opinion, we have examined and relied upon the following
documents:
1. The Articles of Association (statuten) of the Company
as currently in effect, dated 26 March 1997 (the
"Articles of Association");
2. An excerpt dated 1 April 1997 of the registration
for the Company in the Trade Register of the Chamber
of Commerce of Amsterdam;
3. A copy of the Registration Statement relating to the
offering under the Plan, filed with the Commission
under the Securities Act;
<PAGE>
and such other documents and such other laws, rules, regulations, and the like,
as we have deemed necessary as a basis for the opinions hereinafter expressed.
- ------------------------
In the Amsterdam and Rotterdam offices the practice is conducted by Loeff
Claeys Verbeke (Nederland), a professional partnership consisting of
private limited liability companies and individuals. A list of partners is
available on request. The general conditions of Loeff Claeys Verbeke
(Nederland), which provide for limitation of liability, are applicable.
<PAGE>
Capitalized terms used but not defined herein are used as defined in the
Registration Statement.
For the purpose of the opinion expressed herein, we have assumed the
conformity to the originals of all documents submitted to us as copies.
Subject to the foregoing, we are of the opinion that the Common Shares are
validly issued, fully paid and non-assessable.
In this opinion Netherlands legal concepts are expressed in English terms
and not in their original Dutch terms. The concepts concerned may not be
identical to the concepts described by the same English term as they exist under
the laws of other jurisdictions. This opinion may, therefore, only be relied
upon under the express condition that any issues of interpretation or liability
arising thereunder will be governed by Netherlands law and be brought before a
Netherlands court.
This opinion is strictly limited to the matters stated herein and may not
be read as extending by implication to any matters not specifically referred to.
Nothing in this opinion should be taken as expressing an opinion in respect of
any representations or warranties, or other information, contained in the
Registration Statement.
We hereby consent to the fling of this opinion as an exhibit to the
Registration Statement and to the references to us in the prospectus in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under the
Securities Act, or the rules and regulations of the Commission thereunder.
Yours faithfully,
/s/ N.R. VAN DE VIJUER /s/ R.J.J. LIJDSMAN
- ----------------------------- -------------------------
N.R. van de Vijuer R.J.J. Lijdsman
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
[Arthur Andersen LLP Letterhead]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporaton by
reference of our reports dated February 7, 1997 and December 16, 1996 and to all
references to our firm included in or made part of this Registration Statement
on Form S-8.
/S/ ARTHUR ANDERSEN LLP
Chicago, Illinois
March 31, 1997
EXHIBIT 23.2
<PAGE>
EXHIBIT 23.2
[Arthur Andersen Letterhead]
To the management of
Chicago Bridge & Iron Company N.V.
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
Dear Sirs:
As independent public accountants with respect to Chicago Bridge & Iron Company
N.V., we hereby consent to the use of our audit report, addressed to the
shareholder of Chicago Bridge & Iron Company N.V. in respect to the December 31,
1996 balance sheet and to all references to our Firm included in or made part of
this Registration Statement on Form S-8 dated April 2, 1997.
It should be noted that we have not made an examination of any financial
statements of Chicago Bridge & Iron Company N.V. as of any date or for any
period subsequent to December 31, 1996, the date of the latest financial
statements covered by our report.
Very truly yours,
/S/ ARTHUR ANDERSEN & CO.
Amsterdam,
April 2, 1997
