As filed with the Securities and Exchange Commission on April 27, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
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 Number)
Perryville Corporate Park
Clinton, New Jersey 08809-4000
--------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
FOSTER WHEELER CORPORATION
1995 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 of Agent for Service)
This document consists of 11 sequentially numbered pages. The Exhibit Index is
contained on page 7.
page one
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum
Securities Amount Offering
to be to be Price Per
Registered Registered Share (1)
- --------------------------------------------------------------------------------
Common Stock, $1.00 par 1,800,000 $15.50
value, including Preferred shares (2)
Stock Purchase Rights
(TABLE CONTINUED)
Proposed
Title of Maximum
Securities Aggregate Amount of
to be Offering Registration
Registered Price (1) Fee
- --------------------------------------------------------------------------------
Common Stock, $27,900,000 $7,756.20
$1.00 par value,
including Preferred Stock
Purchase Rights
(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 April 23, 1999.
(2) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to anti-dilution provisions.
page two
<PAGE>
REGISTRATION OF ADDITIONAL SHARES
The registrant files this registration statement in order to register
1,800,000 additional shares of common stock of the registrant to be issued
pursuant to the registrant's 1995 Stock Option Plan.
Pursuant to Instruction E to Form S-8, the relevant opinions and
consents are hereby provided, and the registrant pays the additional filing fee
required in respect of the additional shares.
ITEM 3. INCORPORATION BY REFERENCE
The registrant hereby incorporates the following documents by
reference:
(a) The registrant's Registration Statement on Form S-8 filed on
June 1, 1995 (Reg. No. 33-59739);
(b) The registrant's Annual Report on Form 10-K filed for the fiscal
year ended December 25, 1998;
(c) The description of the registrant's Common Stock contained in the
registrant'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 registrant's Preferred Stock Purchase Rights
contained in the registrant's Registration Statement on Form 8-A dated October
2, 1987, as amended by Amendment No. 1 filed on Form 8-A/A on October 1, 1997.
All reports and other documents subsequently filed by the registrant
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 de-registers 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.
page three
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered under the Plan has been passed
upon for the registrant by Thomas R. O'Brien, Esq., Perryville Corporate Park,
Clinton, New Jersey 08809-4000, Senior Vice President and General Counsel of the
registrant. As of March 31, 1999, Mr. O'Brien is the beneficial owner of 5,800
unlegended shares of Common Stock, 773 shares of legended Common Stock and holds
options to acquire 71,667 shares of Common Stock.
COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the U.S.
Securities Act of 1933, as amended (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.
page four
<PAGE>
SIGNATURES
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
27th day of April, 1999.
Foster Wheeler Corporation
By Richard J. Swift *
-----------------------------------
Richard J. Swift, Chairman, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated, on April 27, 1999.
Signature Title
- --------- -----
Chairman, President, Chief Executive
Officer and Director (Principal
Richard J. Swift * Executive Officer)
- ----------------------------
Vice Chairman, Chief Financial
Officer and Director (Principal
David J. Roberts * Financial Officer)
- ----------------------------
Vice President and Controller (Principal
George S. White * Accounting Officer)
- ----------------------------
Eugene D. Atkinson * Director
- ----------------------------
Louis E. Azzato * Director
- ----------------------------
John P. Clancey Director
- ----------------------------
David E. Farris * Director
- ----------------------------
E. James Ferland * Director
- ----------------------------
page five
<PAGE>
Martha Clark Goss * Director
- ----------------------------
Constance J. Horner * Director
- ----------------------------
Joseph J. Melone * Director
- ----------------------------
John E. Stuart * Director
- ----------------------------
* Executed on behalf of the persons indicated above by Lisa Fries Gardner, duly
appointed attorney-in-fact. A copy of such Power of Attorney is attached hereto
as Exhibit 24.
/S/ Lisa Fries Gardner
---------------------
By: Lisa Fries Gardner
(Attorney-in-fact)
page six
<PAGE>
EXHIBIT INDEX
Number Description Page
- ------ ----------- ----
5 Legal Opinion of Counsel 8
23a Consent of PriceWaterhouseCoopers LLP 9
23b Consent of Counsel - Contained in Exhibit 5
24 Power of Attorney 10
page seven
Exhibit 5
Foster Wheeler Corporation
Perryville Corporate Park
Clinton, New Jersey 08809
April 26, 1999
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 filed by
Foster Wheeler Corporation (the "Company") with the Securities and Exchange
Commission on June 1, 1995 (Reg. No. 33-59739) and the Registration Statement on
Form S-8 to be filed by the Company and relating to the registration of an
additional 1,800,000 shares of Common Stock, par value $1.00 per share, of the
Company, which may be transferred from time to time to employees of the Company
under the Company's 1995 Stock Option Plan (the "Plan", such shares, the
"Additional Shares.").
I have examined originals or photostatic or certified copies of such
records of the Company, 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 1,800,000 Additional Shares, when awarded in accordance with
the terms of the Plan, will be validly issued, fully paid and non-assessable.
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 filing of this opinion as an Exhibit to the second above-described
Registration Statement.
Very truly yours,
/S/ Thomas R. O'Brien
--------------------------------------
Thomas R. O'Brien
page eight
Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Foster Wheeler Corporation on Form S-8 (File No. ) of our report dated
January 26, 1999, except for Note 8 for which the date is February 12, 1999, on
our audits of the consolidated financial statements of Foster Wheeler
Corporation and Subsidiaries as of December 25, 1998 and December 26, 1997, and
for each of the three years in the period ended December 25, 1998, which report
is included in Foster Wheeler Corporation's Annual Report on Form 10-K.
/s/ PriceWaterhouseCoopers LLP
-----------------------------------
PriceWaterhouseCoopers LLP
New York, New York
April 26, 1999
page nine
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 Common Stock, $1.00 par value, of said
Corporation to be issued in connection with said Corporation's 1995 Stock Option
Plan, does hereby make, constitute and appoint Richard J. Swift, David J.
Roberts, Lisa Fries Gardner, and/or any of them, his or her true and lawful
attorney-in-fact and agent, 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 any
and all amendments and post-effective amendments thereto, with power where
appropriate to fix 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, 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 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, or any of them, may lawfully do or cause to be done
by virtue hereof.
page ten
<PAGE>
IN WITNESS WHEREOF, The undersigned have hereunto set their
hands and seals this 23rd day of February, 1999.
/S/ Richard J. Swift
-------------------------------------------
Richard J. Swift, Chairman,
President, Chief Executive Officer
& Director (Principal Executive Officer)
/S/ David J. Roberts
-------------------------------------------
David J. Roberts, Vice Chairman,
Chief Financial Officer & Director
(Principal Financial Officer)
/S/ George S. White
-------------------------------------------
George S. White, Vice President &
Controller (Principal Accounting Officer)
/S/ Eugene D. Atkinson
-------------------------------------------
Eugene D. Atkinson, Director
/S/ Louis E. Azzato
-------------------------------------------
Louis E. Azzato, Director
/S/ David J. Farris
-------------------------------------------
David J. Farris, Director
/S/ E. James Ferland
-------------------------------------------
E. James Ferland, Director
/S/ Martha Clark Goss
-------------------------------------------
Martha Clark Goss, Director
/S/ Constance J. Horner
-------------------------------------------
Constance J. Horner, Director
/S/ Joseph J. Melone
-------------------------------------------
Joseph J. Melone, Director
/S/ John E. Stuart
-------------------------------------------
John E. Stuart, Director
page eleven
