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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
---------------------------
FOSTER WHEELER CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-1855904
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PERRYVILLE CORPORATE PARK 08809-4000
CLINTON, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FOSTER WHEELER CORPORATION
THE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
THOMAS R. O'BRIEN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PERRYVILLE CORPORATE PARK
CLINTON, NEW JERSEY 08809-4000
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(908) 730-4020
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE* PRICE* FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value......................... 250,000 SHARES $36.625 $9,156,250 $2,774.62
</TABLE>
*ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
AND BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON STOCK ON THE
NEW YORK STOCK EXCHANGE AS SHOWN ON THE COMPOSITE TAPE ON APRIL 22, 1997.
(1) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SHARES AS MAY HEREAFTER BE OFFERED OR ISSUED TO PREVENT
DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR
TRANSACTIONS.
1 OF 11
EXHIBIT INDEX ON PAGE 5
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TABLE OF CONTENTS
PAGE
Incorporation by Reference................................................. 1
Change of Name and Telephone Number of Agent for Service .................. 1
Purpose of this Filing..................................................... 1
Defined Terms.............................................................. 1
Legal Matters.............................................................. 1
Interests of Named Experts and Counsel .................................... 1
Indemnification............................................................ 2
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INCORPORATION BY REFERENCE
The Registration Statement filed on Form S-8 with the Securities and
Exchange Commission on May 2, 1990, Registration No. 33-34694, is hereby
incorporated by reference. That filing is hereinafter referred to as the "First
Filing".
CHANGE OF NAME AND TELEPHONE NUMBER OF AGENT FOR SERVICE
It is noted that the name and telephone number of the person identified
as agent for service on the face page of this Registration Statement is
different than what was shown on the face page of the First Filing.
PURPOSE OF THIS FILING
The First Filing is hereby being amended to increase the total amount
of Foster Wheeler Corporation Common Stock on which options may be granted under
the Plan from 150,000 shares to 400,000 shares, an increase of 250,000 shares of
Foster Wheeler Corporation Common Stock.
DEFINED TERMS
Capitalized Terms not otherwise defined in this Registration Statement
shall have the meanings ascribed to them in the First Filing.
LEGAL MATTERS
The legality of the 250,000 additional shares of Foster Wheeler
Corporation Common Stock offered pursuant to the Plan has been passed upon for
Foster Wheeler Corporation by Thomas R. O'Brien, Esq., Perryville Corporate
Park, Clinton, New Jersey 08809-4000.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Thomas R. O'Brien is Senior Vice President and General Counsel of
Foster Wheeler Corporation. As of March 31, 1997, Mr. O'Brien was the beneficial
owner of 2,600 shares of Foster Wheeler Corporation Common Stock and held
options to acquire 48,167 shares of Foster Wheeler Common Stock.
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INDEMNIFICATION
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 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 Act 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, Foster Wheeler Corporation, certifies that it has reasonable grounds
to believe that it meets all 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 Township of Union, Hunterdon
County, State of New Jersey on the 28th day of April, 1997.
FOSTER WHEELER CORPORATION
By: /S/ Richard J. Swift
----------------------------------------
(RICHARD J. SWIFT, CHAIRMAN, PRESIDENT,
CHIEF EXECUTIVE OFFICER AND DIRECTOR)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on April 28, 1997, in the
capacities indicated.
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<CAPTION>
Signature Title
--------- -----
<S> <C>
Richard J. Swift* Chairman, President, Chief Executive Officer and
- -------------------------------- Director (Principal Executive Officer)
(Richard J. Swift)
David J. Roberts* Vice Chairman, Chief Financial Officer and Director
- -------------------------------- (Principal Financial Officer)
(David J. Roberts)
George S. White* Vice President and Controller (Principal
- -------------------------------- Accounting Officer)
(George S. White)
Eugene D. Atkinson* Director
- --------------------------------
(Eugene D. Atkinson)
Louis E. Azzato* Director
- --------------------------------
(Louis E. Azzato)
David J. Farris* Director
- --------------------------------
(David J. Farris)
E. James Ferland* Director
- --------------------------------
(E. James Ferland)
Martha Clark Goss* Director
- --------------------------------
(Martha Clark Goss)
John A. Hinds* Director
- --------------------------------
(John A. Hinds)
Constance J. Horner* Director
- --------------------------------
(Constance J. Horner)
Joseph J. Melone* Director
- --------------------------------
(Joseph J. Melone)
Frank E. Perkins* Director
- --------------------------------
(Frank E. Perkins)
Charles Y. C. Tse* Director
- --------------------------------
(Charles Y. C. Tse)
Robert Van Buren* Director
- --------------------------------
(Robert Van Buren)
</TABLE>
*Executed on behalf of the indicated Directors and Officers of the
Registrant by Lisa Fries Gardner, duly appointed attorney-in-fact.
By: /S/ Lisa Fries Gardner
----------------------
(Attorney-in-fact)
(Please see next page) 3
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The Power of Attorney authorizing LISA FRIES GARDNER, as well as
RICHARD J. SWIFT, and DAVID J. ROBERTS, and each of them, to sign this
Registration Statement on behalf of the above-named Directors and Officers has
been filed with the Securities and Exchange Commission as Exhibit 24 to this
Registration Statement.
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EXHIBITS
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<CAPTION>
EXHIBITS DESCRIPTION PAGE
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<S> <C> <C>
5............. Legal Opinion of Thomas R. O'Brien, Esq. 6
23............. Consent of Counsel - Contained in Exhibit 5 N/A
24............. Power of Attorney 8
24.1 .......... Certified Resolution 10
</TABLE>
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[Foster Wheeler Corporation Letterhead]
Exhibit 5
THOMAS R. O'BRIEN TEL 908-730-4020
Senior Vice President FAX 908-730-5300
and General Cousel
April 28, 1997
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 increase in the amount of shares of
Common Stock, par value $1.00 per share, of the Company, which may be awarded
from time to time to non-employee Directors of the Company under the Company's
Directors' Stock Option Plan (the "Plan") referred to in the Prospectus
constituting a part of the Registration Statement filed with the Securities and
Exchange Commission on May 2, 1990, and bearing Registration No. 33-34694. The
number of shares of Common Stock which may be awarded under the Plan is being
increased from an aggregate of 150,000 shares to an aggregate of 400,000 shares.
I have examined originals or photostatic or certified copies of such records 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 of 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
250,000 additional 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.
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PERRYVILLE CORPORATE PARK, CLINTON, NJ 08809-4000
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Securities and Exchange Commission
Page 2
April 28, 1997
I am a member of the Bar of the State of New York, and I do not herein express
any opinion as to any law other than the laws of the State of New York and the
laws of the United States of America. The opinion expressed in this letter is
based upon existing laws which are subject to change.
I hereby consent to the use of this opinion as an Exhibit to the first
above-described Registration Statement.
Very truly yours,
/S/ Thomas R. O'Brien
Thomas R. O'Brien
TRO/mag
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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 may
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, or such other Form as may be appropriate, for the registration
under said Act of 250,000 additional shares of Common Stock, $1.00 par value, of
said Corporation to be issued in connection with said Corporation's Directors'
Stock Option Plan, does hereby make, constitute and appoint Richard J. Swift,
David J. Roberts, Lisa Fries Gardner, and/or any of them, the true and lawful
attorney-in-fact and agent for each of the undersigned, with full power to act
as his or her true and lawful attorney-in-fact and agent for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement, and to file such Registration Statement, with all
exhibits thereto, and any and all other documents in connection therewith,
including all amendments and post-effective amendments thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
and agent, or any of them, 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 amendments 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, or any of them, 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
28th day of January, 1997.
<TABLE>
<S> <C>
/S/ Richard J. Swift /S/ David J. Roberts
- ------------------------------------------- --------------------------------------
Richard J. Swift David J. Roberts
Chairman, President,Chief Executive Officer Vice Chairman, Chief Financial Officer
& Director & Director
(Principal Executive Officer) (Principal Financial Officer)
/S/ George S. White /S/ Eugene D. Atkinson
- ------------------------------------------- --------------------------------------
George S. White Eugene D. Atkinson
Vice President & Controller Director
(Principal Accounting Officer)
/S/ Louis E. Azzato /S/ David J. Farris
- ------------------------------------------- --------------------------------------
Louis E. Azzato David J. Farris
Director Director
/S/ E. James Ferland /S/ Martha Clark Goss
- ------------------------------------------- --------------------------------------
E. James Ferland Martha Clark Goss
Director Director
/S/ John A. Hinds /S/ Constance J. Horner
- ------------------------------------------- --------------------------------------
John A. Hinds Constance J. Horner
Director Director
/S/ Joseph J. Melone /S/ Frank E. Perkins
- ------------------------------------------- --------------------------------------
Joseph J. Melone Frank E. Perkins
Director Director
/S/ Charles Y. C. Tse /S/ Robert Van Buren
- ------------------------------------------- --------------------------------------
Charles Y. C. Tse Robert Van Buren
Director Director
</TABLE>
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Exhibit 24.1
SECRETARY'S CERTIFICATE
I, Lisa Fries Gardner, Secretary of Foster Wheeler Corporation, a New
York corporation, do hereby certify that the following is a true and correct
copy of resolutions adopted on the 28th day of January 1997 at a meeting of the
Board of Directors of Foster Wheeler Corporation, and that the action taken has
not been in any manner rescinded or modified.
RESOLVED, That The Director's Stock Option Plan be, and it hereby is,
amended as follows, subject to the approval of the stockholders of the
Corporation at the next annual or special meeting:
Section 2 is hereby amended in its entirety to read:
"The stock subject to the options shall be shares of the Company's authorized
but unissued or reacquired common stock (the "Common Stock"). The total amount
of the Common Stock on which option may be granted is 400,000 shares. In the
event that any outstanding option under the Plan expires or is terminated,
shares of Common Stock allocable to the unexercised portion of such option may
again become subject to an option under the Plan."
Section 4 is hereby amended in its entirety to read:
"Each member of The Board of the Company who is not an employee of the Company
or any of its subsidiaries shall automatically receive an option to acquire
3,000 shares of Common Stock each year following the Annual Meeting of
Stockholders."
and; it is further
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RESOLVED, That the Officers of the Corporation be, and they hereby are,
authorized and directed to prepare a Registration Statement on Form S-8 in
connection with the Amendment of The Directors' Stock Option Plan of the
Corporation, and to file such Registration Statement with the Securities and
Exchange Commission; and it is further
RESOLVED, That the signatures of the Officers and Directors of the
Corporation on said Form S-8 may be signed pursuant to a power of attorney and
the Form S-8 may be filed on behalf of the Corporation pursuant to a power of
attorney; and it is further
RESOLVED, That the Officers of the Corporation be, and they hereby are,
authorized and directed to list on the New York Stock Exchange the 250,000
additional shares of Common Stock of the Corporation which are authorized for
issuance under The Directors' Stock Option Plan.
In witness whereof, I have set my hand and affixed the seal of said
Foster Wheeler Corporation this 28th day of April, 1997.
/S/ Lisa Fries Gardner
-----------------------
Lisa Fries Gardner
Secretary
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