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As filed with the Securities and Exchange Commission on June 29, 2000
Registration No._________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
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FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-0740960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Enterprise Drive
Aliso Viejo, California 92656
(Address of principal executive office)
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FLUOR CORPORATION EMPLOYEES' PERFORMANCE PLAN
(FORMERLY THE FLUOR CORPORATION EMPLOYEES' RETIREMENT PLAN)
(Full title of the plan)
LAWRENCE N. FISHER
Senior Vice President - Law and Secretary
One Enterprise Drive
Aliso Viejo, California 92656
(Name and address of agent for service)
(949) 349-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class Amount Proposed Maximum Proposed Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered registered Per Share (1) Offering Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock (2) 1,000,000 shares (2) $32.0625 $32,062,500 $8,465
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to rules 457(h) and 457(c) and based upon the average of the high
and low prices of the Common Stock of Fluor Corporation as reported on
June 26, 2000 on the New York Stock Exchange, Inc.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan. In accordance with
Rule 457(h)(2), no separate fee calculations are made for plan interests.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation
(the "Registrant") relating to 1,000,000 shares of the Registrant's Common Stock
issuable pursuant to the Fluor Corporation Employees' Performance Plan (formerly
the Fluor Corporation Employees' Retirement Plan) (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information for this Item is included in documents distributed to
participants.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information for this Item is included in documents distributed to
participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), as noted below, are
incorporated by reference into this Registration Statement:
(1) The Annual Report of the Registrant on Form 10-K for the fiscal
year ended October 31, 1999;
(2) The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended January 31, 2000;
(3) The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended April 30, 2000;
(4) The Plan's Annual Report on Form 11-K for the year ended December
31, 1999; and
(5) The description of the Registrant's Common Stock contained in a
Registration Statement filed by the Registrant pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and
any amendment or report filed for the purpose of updating such
description.
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All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in any document incorporated or deemed 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 to constitute a part of this
Registration Statement, except as so modified.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities of the Registrant being registered hereby
has been passed upon by Lawrence N. Fisher, Senior Vice President - Law and
Secretary of the Registrant. Mr. Fisher is an executive officer of the
Registrant and holds both restricted and unrestricted shares of the Registrant's
common stock. Mr. Fisher also is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Article Nineteen of the
Registrant's Restated Certificate of Incorporation provides that the officers
and directors of the Registrant shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Registrant's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.
Indemnification provided for by Section 145 and Article Nineteen is not
to be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Registrant to
maintain insurance on behalf of a director or officer against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant would have the power to
indemnify him against such liabilities under Section 145.
Article Nineteen provides that any director or officer claiming rights
to indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action.
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Article Eighteen of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted under the GCL, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant, as in
effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No. 333-18151)
and incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended effective October 10, 1999
(filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal
year ended October 31, 1999, and incorporated herein by reference)
5 Opinion of Lawrence N. Fisher as to legality of the securities
registered hereby
23.1 Consent of Independent Auditors - Ernst & Young LLP
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney
The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS to qualify the Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during the 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 of 1933;
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(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(2) That for the purpose of determining 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;
(4) 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) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to 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; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of the 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 of 1933 and will be
governed by the final adjudication of such issue.
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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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California on the 28th day of
June, 2000.
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
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Lawrence N. Fisher
Senior Vice President - Law
and Secretary
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.
FLUOR CORPORATION EMPLOYEES'
PERFORMANCE PLAN (FORMERLY
THE FLUOR CORPORATION EMPLOYEE'S
REIREMENT PLAN)
By: /s/ Joseph Deacon
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Joseph Deacon, Secretary
Plan Administrative Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of June 28, 2000
-------------------------------------- the Board and Chief
Philip J. Carroll, Jr. Executive Officer
</TABLE>
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PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Executive Vice President June 28, 2000
-------------------------------------- and Chief Financial Officer
Ralph F. Hake
OTHER DIRECTORS:
* Director June 28, 2000
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Donald L. Blankenship
* Director June 28, 2000
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Carroll A. Campbell, Jr.
* Director June 28, 2000
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Peter J. Fluor
* Director June 28, 2000
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David. P. Gardner
* Director June 28, 2000
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Thomas L. Gossage
* Director June 28, 2000
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Bobby R. Inman
* Director June 28, 2000
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Vilma S. Martinez
* Director June 28, 2000
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Dean R. O'Hare
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director June 28, 2000
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Robin W. Renwick
* Director June 28, 2000
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James O. Rollans
* Director June 28, 2000
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Martha R. Seger
* Director June 28, 2000
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James C. Stein
</TABLE>
* By: /s/ Dean E. Miller
--------------------------------
Dean E. Miller
Attorney-in-Fact
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EXHIBIT LIST
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant, as
in effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No.
333-18151) and incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended effective October 10,
1999 (filed as Exhibit 3.2 to the Registrant's Form 10-K for
the fiscal year ended October 31, 1999, and incorporated
herein by reference)
5 Opinion of Lawrence N. Fisher as to legality of the
securities registered hereby
23.1 Consent of Independent Auditors - Ernst & Young LLP
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney
