As filed with the Securities and Exchange Commission on August 8, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
31-020-664-4461
(Address Principal Executive Offices)
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Chicago Bridge & Iron Savings Plan
(Full title of the plan)
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Robert H. Wolfe, Esq.
Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illiniois 60544
(815) 439-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Geoffrey E. Liebmann, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of each class of Amount to be Offering Price Aggregate Offering Amount of
securities to be registered Registered Per Share (1) Price (1) Registration Fee (1)
Common Shares, par value
NLG .01 per share .................. 500,000 $ 22.94 $ 11,468,750.00 $ 3475.38
- ---------------------------------------- ------------------- --------------------- ----------------------- ---------------------
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of the registrant's Common Shares as reported in the New York
Stock Exchange - Composite Transactions System on August 4, 1997.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933,
as amended (the "Securities Act") and the Note to Part I of
Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (or portions thereof) filed by Chicago
Bridge & Iron Company N.V. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's prospectuses dated March 26, 1997 filed with
the Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Securities Act").
(b) The description of the Company's Common Shares contained in
the Company's Registration Statement No. 333-18065 on Form S-1, as
amended.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable, as the class of securities offered hereby is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company is a Netherlands corporation.
The Articles of Association of the Company, as amended provide
for indemnification of directors and officers to the fullest extent permitted by
the law of The Netherlands.
The Company has entered 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' right 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 has also obtained officers' and directors'
liability insurance in amounts that it believes are reasonable under the
circumstances.
Article 25 of the Articles of Association of the registrant
also provides that, to the fullest extent permitted by the law of The
Netherlands, directors of the Company 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
*5 - Form of Opinion of Loeff Claeys Verbeke as
to the legality of the securities being
registered, including consent.
*23.1 - Consent of Independent Public Accountants.
*23.2 - Consent of Loeff Claeys Verbeke (included in
opinion filed as Exhibit 5).
*24 - Powers of Attorney (included on signature page).
- ----------------------
* Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, if applicable, a post-effective amendment to this registration
statement:
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<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporation by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Company, pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director or officer of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director or officer in
connection with the securities being registered hereby and the Securities and
Exchange Commission is still of the same opinion, the Company 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 said Act and will
be governed by the final adjudication of such issue.
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<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 filings 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 Chicago, State of Illinois, on the 30th day of
July, 1997.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: /s/ Timothy J. Wiggins
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By: Chicago Bridge & Iron Company B.V.
Managing Director
POWER OF ATTORNEY
Each person whose signature appears below appoints Gerald M.
Glenn and Thomas L. Aldinger, 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.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Timothy J. Wiggins
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Chicago Bridge & Iron Company B.V. Managing Director of Registrant July 30, 1997
/s/ Timothy J. Wiggins Vice President-Treasurer and Chief Financial
- --------------------------------- Officer of CBIC
Timothy J. Wiggins (Principal Financial Officer) July 30 , 1997
/s/ John R. Meier Controller of CBIC
- --------------------------------- (Principal Accounting Officer) July 30, 1997
John R. Meier
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<PAGE>
Supervisory Director, and President, Chief
Executive Officer of CBIC
/s/ Gerald M. Glenn (Principal Executive Officer)
- ----------------------------
Gerald M. Glenn
July 30, 1997
/s/ J. Dennis Bonney
- ----------------------------
J. Dennis Bonney Supervisory Director July 30 , 1997
/s/ Gary L. Neale
- ----------------------------
Gary L. Neale Supervisory Director July 22 1997
/s/ Vincent L. Kontny
- ----------------------------
Vincent L. Kontny Supervisory Director July 18, 1997
/s/ J. Charles Jennet
- ------------------------------
J. Charles Jennet Supervisory Director July 24, 1997
/s/ Marsha C. William
- ------------------------------
Marsha C. Williams Supervisory Director July 18, 1997
/s/ Jerry H. Ballengee
- ------------------------------
Jerry H. Ballengee Supervisory Director July 21, 1997
/s/ L. Donald Simpson
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L. Donald Simpson Supervisory Director July 21, 1997
Registrant's Agent
for Service in the United States
/s/ Robert H. Wolf
- ------------------------------
Robert H. Wolf, Esq.
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
*5 - Form of Opinion of Loeff Claeys Verbeke as
to the legality of the securities being
registered, including consent.
*23.1 - Consent of Independent Public Accountants.
*23.2 - Consent of Loeff Claeys Verbeke (included in
opinion filed as Exhibit 5).
*24 - Powers of Attorney (included on signature page).
- ----------------------
* Filed herewith.
Exhibit 5
Loeff Claeys Verbeke
P.O. Box 75088
1070 AB Amsterdam
Chicago Bridge & Iron Company N.V.
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
Re: Chicago Bridge & Iron Company N.V.
Savings 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 up to 500,000 Common Shares, par value NLG 0.01 (the "Shares"), pursuant to
the Chicago Bridge & Iron Savings Plan (the "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 5 August 1997 of the registration of 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.;
4. A copy of the Plan;
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.
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 (i) the
conformity to the originals of all documents submitted to us as copies; (ii)
that all of the Shares were already issued as per the listing of the Company on
the New York Stock Exchange and the Amsterdam Stock Exchange on April 2, 1997.
<PAGE>
-2-
Subject to the foregoing, we are of the opinion that Shares have been
validly issued, fully paid and nonassessable.
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 filing 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/ Victor P.G. de Seriere /s/ Robert Jan J. Lijdsman
- ----------------------------- ----------------------------
Victor P.G. de Seriesre Robert Jan J. Lijdsman
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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
August 4, 1997
<PAGE>
-2-
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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 of 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 August 8, 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
August 5, 1997
