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As filed with the Securities and Exchange Commission on June 1, 1995.
Registration No.
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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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FOSTER WHEELER CORPORATION
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(Exact name of issuer as specified in its charter)
New York 13-1855904
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
Perryville Corporate Park
Clinton, New Jersey 08809-4000
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(Address of principal executive offices) (Zip Code)
FOSTER WHEELER CORPORATION
1995 STOCK OPTION PLAN
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(Full title of the Plan)
Thomas R. O'Brien, Esq.
Vice President and General Counsel
Perryville Corporate Park
Clinton, New Jersey 08809-4000
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(Name and Address of Agent for Service)
(908)730-4020
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(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value, 1,500,000 $34.44 $51,660,000 $17,814.00
including Preferred Stock shares (2)
Purchase Rights
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low market prices of the
Common Stock on the New York Stock Exchange on May 26, 1995.
(2) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
This document consists of 11 sequentially numbered pages.
The exhibit index can be found at page 5.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Foster Wheeler Corporation ("Foster
Wheeler") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) Foster Wheeler's Annual Report on Form 10-K filed for the fiscal
year ended December 30, 1994.
(b) Foster Wheeler's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995.
(c) The description of Foster Wheeler's Common Stock which is
contained in Foster Wheeler's Registration Statement on Amendment to Form 8-A
filed on June 1, 1995 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(d) The description of the Preferred Stock Purchase Rights which is
contained in Foster Wheeler's Registration Statement on Form 8-A dated October
2, 1987.
All reports and other documents subsequently filed by Foster Wheeler
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered under the Plan has been
passed upon for Foster Wheeler by Thomas R. O'Brien, Esq., Perryville Corporate
Park, Clinton, New Jersey 08809-4000, Vice President and General Counsel of
Foster Wheeler. As of June 1, 1995, Mr. O'Brien is the beneficial owner of 200
unlegended shares of Common Stock, 0 shares of legended Common Stock and holds
options to acquire 2,500 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 727 of the New York Business Corporation Law
provide for the indemnification of officers and directors of Foster Wheeler in
certain circumstances. The indemnification provided for by the statute is not
exclusive of any other rights of
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indemnification. Section 6.6 of Foster Wheeler's By-Laws provides for
indemnification (to the full extent permitted by the laws of the State of New
York). In general, New York law allows a corporation to indemnify its officers
and directors if the officer or director acted in good faith and/or if the
officer or director did not breach his statutory duty to the corporation. In
addition, Foster Wheeler maintains Director and Officers Liability Insurance
with limits of $25,000,000 per policy year (with certain retentions and
exclusions) for officers and directors of Foster Wheeler and its subsidiaries
acting in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) 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 of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
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 (a)(1)(i) and (a)(1)(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 to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the 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
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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 purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act 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.
(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, 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 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act,
the registrant, Foster Wheeler Corporation, 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 Town of Clinton, State of
New Jersey on the 30th day of May, 1995.
Foster Wheeler Corporation
By Richard J. Swift*
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(Richard J. Swift, Chairman, President
Chief Executive Officer and Director)
3
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 30, 1995.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Chairman, President, Chief Executive
Officer and Director (Principal
Richard J. Swift* Executive Officer)
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Vice Chairman of the Board of
Directors and Director (Principal
David J. Roberts* Financial Officer)
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Vice President and Controller (Chief
George S. White* Accounting Officer)
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Eugene D. Atkinson* Director
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Louis E. Azzato* Director
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Kenneth A. DeGhetto* Director
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Martha Clark Goss* Director
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E. James Ferland* Director
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John A. Hinds* Director
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Joseph J. Melone* Director
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Frank E. Perkins* Director
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Charles Y.C. Tse* Director
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Robert Van Buren* Director
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</TABLE>
*Executed on behalf of the indicated Directors and Officers of the
Registrant by Thomas R. O'Brien, duly appointed attorney-in-fact. A copy of
such Power of Attorney is attached hereto as Exhibit 24.
/S/ Thomas R. O'Brien
---------------------
By: Thomas R. O'Brien
(Attorney-in-fact)
4
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EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
4a. Copy of 1995 Stock Option Plan (incorporated N/A
by reference to Exhibit A to Proxy Statement
dated March 17, 1995 and related to the
Annual Meeting of Stockholders on
April 25, 1995)
4b. Certificate of Incorporation of Foster N/A
Wheeler (incorporated by reference to
Exhibit 2 to the Annual Report on
Form 10-K for the fiscal year ended
December 29, 1989)
4c. Bylaws of Foster Wheeler (incorporated N/A
by reference to Exhibit 2 to the Annual
Report on Form 10-K for the fiscal year
ended December 31, 1993)
4d. Rights Agreement between Foster Wheeler N/A
and Mellon Securities, Inc., as
Rights Agent (incorporated by reference
to Registration Statement on Form 8-A
dated October 2, 1987)
5. Legal Opinion of Counsel 6
23a. Consent of Coopers & Lybrand L.L.P. 8
23b. Consent of Counsel - Contained in Exhibit 5 N/A
24. Power of Attorney 9
</TABLE>
5
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[Foster Wheeler Corporation letterhead]
Exhibit 5
May 30, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Reference is made to the Registration Statement on Form S-8 (the
Registration Statement with which this opinion is filed) under the Securities
Act of 1933, as amended, filed by Foster Wheeler Corporation (the "Company")
with the Securities and Exchange Commission, relating to an aggregate of
1,500,000 shares of Common Stock, par value $1.00 per share, of the Company,
which may be awarded from time to time to employees of the Company under the
Company's 1995 Stock Option Plan (the "Plan").
I have examined originals or photostatic or certified copies of such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as I have deemed relevant and necessary as
the basis for the opinion set forth in this letter. In such examination I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity or the originals of such latter documents.
Based upon my examination mentioned above and relying upon the
statements of fact contained in the documents I have examined, I am of the
opinion that the 1,500,000 shares of Common Stock of the Company to be awarded
under the Plan will, when awarded in accordance with the terms of the Plan, be
validly issued, fully paid and nonassessable.
6
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I hereby consent to the use of this opinion as an Exhibit to the
above-described Registration Statement.
Very truly yours,
/S/ Thomas R. O'Brien
---------------------
Thomas R. O'Brien
7
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Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Foster Wheeler Corporation on Form S-8 to be filed on June 1, 1995 of our
report dated February 13, 1995, on our audits of the consolidated financial
statements of Foster Wheeler Corporation and Subsidiaries as of December 30,
1994 and December 31, 1993, and for each of three years in the period ended
December 30, 1994, which report is incorporated by reference in the
Corporation's Annual Report on Form 10-K.
/S/ Coopers & Lybrand L.L.P
---------------------------
Coopers & Lybrand L.L.P.
New York, New York
May 30, 1995
8
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Foster Wheeler Corporation, a New York corporation,
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration under said Act of
Common Stock, $1.00 par value ("Common Stock"), of said Corporation to be
issued under said Corporation's 1995 Stock Option Plan, does hereby make,
constitute and appoint Thomas R. O'Brien his or her true and lawful
attorney-in-fact and agent, with full power to act, for him or her and in his
or her name, place and stead, in any and all capacities, to sign such
Registration Statement, and any and all amendments and post-effective
amendments thereto, with power where appropriate to affix the corporate seal of
said Corporation thereto and to attest said seal, and to file such Registration
Statement, and any and all amendments thereto, with all exhibits thereto, and
any and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and agent, full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in connection with the filing of such Registration
Statement, and any and all amendments thereto, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
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IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seals this 30th day of May, 1995.
/S/ Richard J. Swift
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Richard J. Swift, Director, Chairman,
President and Chief Executive Officer
/S/ David J. Roberts
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David J. Roberts, Director, Vice Chairman
and Chief Financial Officer (Principal
Financial Officer)
/S/ George S. White
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George S. White, Vice President and
Controller (Principal Accounting Officer)
/S/ Eugene D. Atkinson
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Eugene D. Atkinson, Director
/S/ Louis E. Azzato
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Louis E. Azzato, Director
/S/ Kenneth A. De Ghetto
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Kenneth A. DeGhetto, Director
/S/ Martha Clark Goss
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Martha Clark Goss, Director
/S/ E. James Ferland
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E. James Ferland, Director
/S/ John A. Hinds
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John A. Hinds, Director
10
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/S/ Joseph J. Melone
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Joseph J. Melone, Director
/S/ Frank E. Perkins
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Frank E. Perkins, Director
/S/ Charles Y. C. Tse
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Charles Y. C. Tse, Director
/S/ Robert Van Buren
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Robert Van Buren, Director
11
