As filed with the Securities and Exchange Commission on September 24, 1997.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SHAW GROUP INC.
(Exact name of issuer as specified in its charter)
Louisiana 72-1106167
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11100 Mead Road, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices) (Zip Code)
The Shaw Group Inc.
1996 Non-Employee Director Stock Option Plan
(Full Title of the Plan)
T.A. Barfield, Jr.
Secretary and General Counsel
11100 Mead Road
Baton Rouge, La. 70816
(Name and address of agent for service)
(504) 296-1140
(Telephone number, including area code, of agent for service)
Copy to:
J. Michael Robinson, Jr.
Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
P.O. Box 2997
Baton Rouge, LA 70821-2997
(504) 383-4703
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Amount to be offering price aggregate Amount
Securities Registered (1) per share (2) offering of
to be price (2) Registration
registered Fee
================================================================================
Common Stock, 50,000 $22.01 $1,100,500 $333.48
no par value
================================================================================
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1996 Non-Employee
Director Stock Option Plan by reason of stock dividends or through
recapitalization resulting in stock split-ups, combinations or exchange of
shares. (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have been
computed on the basis of (i) $21.75 per share, the exercise price of the 20,000
shares underlying options previously awarded under the Plan; and (ii) for the
remaining 30,000 shares, $22.1875 per share, the closing price of the Common
Stock reported on the New York Stock Exchange on September 19, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), will be sent or given to
participants in The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan
as required by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996; (b) the Company's Quarterly Report on Form
10-Q for the quarter ended November 30, 1996; (c) the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1997; (d) the Company's
Quarterly Report for the quarter ended May 31, 1997; (e) the Company's Current
Report on Form 8-K dated February 11, 1997, as amended by Amendment No. 1 on
Form 8-K/A-1 dated April 9, 1997; (f) the Company's Current Report on Form 8-K
dated June 17, 1997; (g) the Company's Proxy Statement dated December 31, 1996,
in connection with the Company's Annual Meeting of Shareholders held on January
29, 1997; and (h) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (including any amendments or
reports filed for the purpose of updating such description).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel
(a) Legal Opinions.
The legality of the shares of Common Stock to be offered pursuant to
this registration statement will be passed upon for the Company by the law firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), Baton
Rouge, Louisiana. As of July 31, 1997, individual members of the firm of
Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
directly or indirectly, approximately 100 shares of the Company's Common Stock.
(b) Experts.
The consolidated financial statements and the related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996,
and the restatement of such consolidated financial statements and related
financial statement schedules filed as an attachment to and incorporated herein
by reference from the Company's Current Report on Form 8-K dated June 17, 1997,
have been audited by Arthur Andersen LLP and Hannis T. Bourgeois & Co., L.L.P.,
independent public accountants, as indicated in their reports with respect
thereto, which are incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firms given upon their
authority as experts in accounting and auditing. The single, jointly signed
auditor's report is considered to be the equivalent of two separately signed
auditor's reports. Thus, each firm represents that it has complied with
generally accepted auditing standards and is in a position that would justify
being the only signatory to the report.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
business, foreign or nonprofit corporation, partnership, joint venture, or other
enterprise. The indemnity may include expenses, including attorney fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 83 further provides that a Louisiana corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions except that no indemnification is permitted without judicial
approval if the director or officer shall have been adjudged to be liable for
willful or intentional misconduct in the performance of his duty to the
corporation. Where an officer or director is successful on the merits or
otherwise in any defense of any action referred to above or any claim therein,
the corporation must indemnify him against such expenses that such officer or
director actually incurred. Section 83 permits a corporation to pay expenses
incurred by the officer or director in defending an action, suit or proceeding
in advance of the final disposition thereof if approved by the board of
directors.
Pursuant to Section 83 of the LBCL, the Company has adopted provisions
in its Restated Articles of Incorporation which require the Company to indemnify
its directors and officers to the fullest extent permitted by the LBCL.
The Company has entered into indemnification agreements with its
directors and certain of its officers which provide that the Company will, if
certain conditions are met and the director or officer acted in accordance with
the applicable standard and subject to certain procedures and exceptions
indemnify such persons for claims, judgments and related expenses resulting from
their service on behalf of the Company and its affiliated entities in any
pending, threatened or completed action, suit or proceeding, whether civil,
administrative or criminal, except where (i) the Company is prohibited by law
from providing such indemnification; (ii) payment of the indemnification amounts
has been made under an insurance policy; and (iii) the director or officer
gained a personal profit to which he or she was not legally entitled including
profits arising from the violation of certain securities laws.
Item 8. Exhibits
Exhibit No. Description of Document
4.1(1) - Restated Articles of Incorporation
4.2(1) - Amended and Restated By-Laws
4.3(2) - Form of Common Stock Certificate
4.4(3) - The Shaw Group Inc. 1996 Non-Employee
Director Stock Option Plan
5.1(3) - Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
23.1(3) - Consent of Arthur Andersen LLP
23.2(3) - Consent of Hannis T. Bourgeois & Co., L.L.P.
<PAGE>
23.3(3) - Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation) (included
in Exhibit 5.1)
24.1(3) - Power of Attorney (contained in page II-4 of
this Registration Statement)
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2) Incorporated herein by reference to the designated Exhibit of the
Company's Registration Statement on Form S-1 filed on October 22, 1993,
as amended (Registration No. 33-70722).
(3) Filed herewith.
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 Act;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 registration statement is on Form S-3, Form
S-8 or Form F-3 and 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
Act, each 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.
<PAGE>
(3) To remove from registration by way of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted of 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 for 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, 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 duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Baton Rouge, State of Louisiana on September 8, 1997.
THE SHAW GROUP INC.
By: /s/ T.A. Barfield, Jr.
------------------------------
T.A. Barfield, Jr.
Secretary and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes J.M. Bernhard,
Jr. and Edward L. Pagano and each of them acting individually, with full power
of substitution, to file one or more amendments, including post-effective
amendments, to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission, which amendments, may make such changes as J.M.
Bernhard, Jr. or Edward L. Pagano deems appropriate; and each person whose
signature appears below, individually and in each capacity stated below, hereby
appoints J.M. Bernhard, Jr. and Edward L. Pagano, and either of them acting
individually, with full power of substitution, as Attorney-in-Fact to execute in
his name and on his behalf any such amendments to this registration statement.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ J.M. Bernhard, Jr. Chairman of the Board, President and September 8, 1997
- -------------------- Chief Executive Officer (Principal
J.M. Bernhard, Jr. Executive Officer)
/s/ Edward L. Pagano Chief Financial Officer and Treasurer September 8, 1997
- -------------------- (Principal Financial Officer and
Edward L. Pagano Principal Accounting Officer)
/s/ George R. Shepherd Chief Operations Officer and Director September 8, 1997
- ----------------------
George R. Shepherd
/s/ Frank Fronek President of Fronek Company, Inc. September 8, 1997
- -------------------- and F.C.I. Pipe Support Sales, Inc.
Frank Fronek and Director
/s/ Albert McAlister Director September 8, 1997
- --------------------
Albert McAlister
/s/ L. Lane Grigsby Director September 8, 1997
- -------------------
L. Lane Grigsby
/s/ David W. Hoyle Director September 8, 1997
- -------------------
David W. Hoyle
/s/ John W. Sinders, Jr. Director September 8, 1997
- ------------------------
John W. Sinders, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document Page
4.1(1) - Restated Articles of Incorporation
4.2(1) - Amended and Restated By-Laws
4.3(2) - Form of Common Stock Certificate
4.4(3) - The Shaw Group Inc. 1996 Non-Employee
Director Stock Option Plan
5.1(3) - Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
23.1(3) - Consent of Arthur Andersen LLP
23.2(3) - Consent of Hannis T. Bourgeois & Co., L.L.P.
23.3(3) - Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)(included in
Exhibit 5.1)
24.1(3) - Power of Attorney (contained in page II-4 of
this Registration Statement
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2) Incorporated herein by reference to the designated Exhibit of the
Company's Registration Statement on Form S-1 filed on October 22, 1993,
as amended (Registration No. 33-70722)
(3) Filed herewith.
<PAGE>
Exhibit 4.4
-----------
THE SHAW GROUP INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose of the Plan.
This 1996 Non-Employee Director Stock Option Plan (the "Plan") is
intended to assist The Shaw Group Inc. (the "Company") in attracting and
retaining highly qualified and experienced persons, who are not officers or
employees of the Company or any of its subsidiaries or affiliates, for service
as directors of the Company by providing such directors with a proprietary
interest in the Company's success through the grant to such directors of
nonstatutory stock options (the "Options") to acquire shares of the common
stock, no par value per share, of the Company (the "Shares").
2. Participation.
Each member of the Company's Board of Directors (the "Board") who is
not, and who has not been during the one-year period immediately preceding the
Effective Date (as defined below), or the date the director is first elected to
the Board, whichever is later, an officer or employee of the Company or of any
of its subsidiaries or affiliates (each, an "Eligible Director") shall be
eligible to participate in the Plan.
3. Administration of Plan.
The Plan shall be administered, construed and interpreted by a
committee (the "Committee") which shall be comprised of two or more members of
the Board appointed by the Board, who are not eligible under Section 2 hereof to
receive grants of Options under the Plan. The Committee shall prescribe the form
of stock option agreement to be used to evidence grants of Options under the
Plan, consistent with the terms of the Plan and all applicable laws and
regulations, including, without limitation, Rule 16b-3 (or successor provision)
promulgated by the Securities and Exchange Commission.
4. Shares Subject to Plan.
(a) Maximum Shares. The number of Shares which are hereby reserved for
purposes of the Plan shall be, in the aggregate, 50,000 Shares, subject to
further adjustment as provided in Section 4(b) hereof. Shares issued under the
Plan may be either authorized but unissued Shares or Shares which have been or
may be reacquired by the Company, including treasury shares. Shares released
upon forfeiture of an Option shall again be available for grants of future
Options under the Plan.
(b) Adjustments in Event of Changes in Capitalization. In the event
that the Shares are changed into or exchanged for a different kind or number of
shares of stock or securities of the Company as the result of any stock
dividend, stock split, combination of shares, exchange of shares, merger,
consolidation, reorganization, recapitalization or other change in capital
structure of the Company (each, a "Capitalization Change"), then the number of
Shares subject to this Plan and the number of Shares subject to Options
previously granted hereunder shall be equitably adjusted by the Committee to
prevent the dilution or enlargement of such previously granted Options, and any
new stock or securities into which the Shares are changed or for which they are
- 1 -
<PAGE>
exchanged shall be substituted for the Shares subject to this Plan and to
Options granted hereunder; provided, however, that fractional shares may be
deleted from any such adjustment or substitution. There shall be no such
equitable adjustment for the number of Shares subject to Options as set forth in
Section 5(a) in the event the effective date of the Capitalization Change occurs
prior to the grant of the Option.
5. Options Granted Under the Plan.
(a) Option Grants. On the Effective Date, each Eligible Director shall
be and hereby is granted an Option (an "Initial Option") to acquire 5,000
Shares. In addition, each Eligible Director shall be granted an Option (an
"Annual Option") to acquire 1,500 Shares on an annual basis upon his or her
election or re-election to the Board. The price at which Shares may be acquired
pursuant to each Option (the "Exercise Price") shall be the Fair Market Value of
the Shares, as defined in Section 5(d) hereof, as of the date such Option is
granted.
(b) Exercise Rights. (i) Each Initial Option shall be exercisable after the
following dates with respect to the following portions of the Shares:
Portion of
After Shares Exercisable
July 14, 1997 25% (1,250 shares)
July 14, 1998 25% (1,250 shares)
July 14, 1999 25% (1,250 shares)
July 14, 2000 25% (1,250 shares)
(ii) Each Annual Option shall be fully exercisable one year
after the date of grant. Once vested, each Option (or vested portion thereof)
shall be fully exercisable, and shall remain exercisable for a period of ten
years from the date such Option is granted, at which time any unexercised
portion of the Option shall terminate. In the event that the optionee ceases to
be a member of the Board prior to the vesting of the Option (or applicable
portion thereof), the Option (or the unvested portion thereof) shall be
forfeited.
(c) Exercise of Options. Subject to Section 5(b), an Option may be
exercised with respect to all or part of the Shares covered by the Option, but
in no event with respect to less than 100 Shares, unless the exercise relates to
all Shares covered by the Option at the date of exercise. Options may be
exercised by delivery of a signed written notice to the Company, which notice
shall state the election to exercise the Option and the number of whole Shares
in respect to which it is being exercised, together with payment in full of the
Exercise Price, which payment shall be made either (i) in cash (by a certified
check, bank draft or money order); (ii) with the consent of the Committee, by
delivering Shares already owned by the optionee valued at Fair Market Value;
(iii) by electing to have the Company withhold from the Shares otherwise
issuable upon exercise of the Option that number of Shares valued at Fair Market
Value as of the date of exercise; or (iv) by a combination of the foregoing
forms of payment. Notice of exercise and payment of the Exercise Price shall be
delivered to the Company at the following address:
The Shaw Group Inc.
11000 Mead Road, Second Floor
- 2 -
<PAGE>
Baton Rouge, La 70816
Attn: Secretary
(d) Fair Market Value. The term "Fair Market Value" means the fair market
value of a Share as determined in good faith by the Committee in the following
manner:
(i) If the Shares are then listed on any national or regional stock
exchange or traded in the over-the-counter market and prices are quoted on the
Nasdaq National Market, the Fair Market Value shall be the last quoted sales
price of a Share on the date in question, or if there are no reported sales on
such date, on the last preceding date on which sales were reported;
(ii) If the Shares are not so listed or quoted, then the Fair Market
Value shall be the mean between the bid and ask prices quoted by a market maker
or other recognized specialist in the Shares at the close of the date in
question; or
(iii) In the absence of either of the foregoing, the Fair Market Value
shall be determined by the Committee in its absolute discretion after giving
consideration to the book value, the revenues, the earnings history and the
prospects of the Company in light of market conditions generally.
The Fair Market Value determined in such manner shall be final, binding and
conclusive on all parties.
6. Restrictions on Transfers.
(a) Limitations on Transfer. (i) Except as provided in Section 6(a)(ii)
below, no Option granted under the Plan may be assigned, encumbered or
transferred, except by will or the laws of descent and distribution in the event
of the death of the optionee, or pursuant to a qualified domestic relation order
as defined by the Internal Revenue Code of 1986, as amended or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. (ii) The
Committee shall have the discretionary authority to grant Options that would be
transferable to members of an Eligible Director's immediate family, including
trusts for the benefit of such family members and partnerships in which such
family members are the only partners. For purposes of Section 5(c), a
transferred Option may be exercised by the transferee to the extent that the
Eligible Director would have been entitled had the Option not been transferred.
(b) Government Regulations. This Plan and Options granted under the
Plan are subject to all applicable federal and state laws, rules and regulations
and to such approvals by any regulatory or governmental agency (including
without limitation "no action" positions of the Securities and Exchange
Commission) which may, in the opinion of counsel for the Company, be necessary
or advisable in connection therewith. Without limiting the generality of the
foregoing, no Options may be granted or exercised under the Plan unless and
until all applicable legal requirements have, in the opinion of counsel to the
Company, been complied with. In connection with any Shares issued pursuant to
the exercise of Options, the person acquiring such Shares shall, if requested by
the Company, give assurances satisfactory to counsel to the Company in respect
to such matters as the Company may deem desirable to assure compliance with all
applicable legal requirements. The Company shall not be required to deliver any
Shares under the Plan prior to
- 3 -
<PAGE>
(i) the admission of such Shares to listing on any stock exchange or Nasdaq
Stock Market, as applicable, on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
7. Termination.
The Plan shall terminate automatically on the tenth anniversary of the
Effective Date, and the Board may suspend or terminate the Plan at any earlier
time. Upon termination of the Plan, no additional Options shall be granted under
the Plan; provided, however, that the terms of the Plan shall continue in full
force and effect with respect to outstanding and unexercised Options issued
under the Plan.
8. Amendment.
The Board may amend the Plan from time to time in its sole discretion.
No amendment, however, shall impair the rights of any Eligible Director or other
person or persons to whom an Option has been granted, without such person's
consent.
9. Indemnification.
In addition to such other rights of indemnification as they may have,
the members of the Committee and the officers and employees of the Company who
may take actions relating to the Plan shall be indemnified by the Company to the
fullest extent permitted by law against the reasonable expenses, including
attorney's fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
thereof, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member, officer
or employee is liable for gross negligence or willful misconduct in the
performance of his duties, provided that within sixty (60) days after
institution of any such action, suit or proceeding, a Committee member, officer
or employee shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
10. Effective Date.
The Effective Date of the Plan shall be July 14, 1996, subject to
receipt, within one year of such date, of the approval of the Plan by the
affirmative vote of a majority of the total voting power present in person or
represented by proxy at the meeting of the shareholders at which the Plan is
considered. All Options granted prior to such shareholder approval shall be
subject to receipt of such approval and may not be exercised prior to receipt of
such approval. If such shareholder approval is not received, all such Options
shall automatically terminate.
* * * * *
- 4 -
<PAGE>
The undersigned, being the duly elected and acting Secretary of The
Shaw Group Inc., a Louisiana corporation, hereby certifies that The Shaw Group
Inc. 1996 Non-Employee Director Stock Option Plan set forth above was approved
by the Board of Directors to be effective on July 14, 1996.
/s/ T.A. Barfield, Jr.
-----------------------------
T.A. Barfield, Jr., Secretary
- 5 -
Exhibit 5.1
-----------
KANTROW, SPAHT, WEAVER & BLITZER
(A Professional Law Corporation)
Attorneys at Law
Suite 300 - City Plaza
445 North Boulevard
Post Office Box 2997
Baton Rouge, Louisiana 70821-2997
Telephone (504) 383-4703
FAX (504) 343-0637
September 23, 1997
The Shaw Group Inc.
11100 Mead Road
Baton Rouge, LA 70816
Re: The Shaw Group Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to The Shaw Group Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission covering 50,000 shares of the Company's no par value per share common
stock (the "Common Stock") reserved for issuance under the Company's 1996
Non-Employee Director Stock Option Plan (the "Plan").
We have examined the originals, or copies certified and otherwise
identified to our satisfaction, of the Plan, the Company's Articles of
Incorporation, as restated, its By-Laws, as amended and restated, resolutions of
its Board of Directors, or Committees of the Board of Directors, and such other
documents and corporate records as we have deemed necessary as the basis for the
opinions expressed herein. Based upon and subject to the foregoing and in
reliance thereon, and subject to the qualifications, limitations and assumptions
set forth herein and after examination of such matters of law as we deemed
applicable or relevant hereto, it is our opinion that:
1. The Company has been duly incorporated under the laws of the State of
Louisiana and is validly existing and in good standing under the laws
of that State; and
2. The 50,000 shares of the Company's Common Stock covered by the
Registration Statement have been duly authorized and, when duly issued
in accordance with the terms of the Plan, and delivered as
<PAGE>
provided therein, will be validly issued, fully paid, and
non-assessable.
We have relied for purposes of the opinion set forth in Paragraph 1
with respect to the valid existence and good standing of the Company, solely
upon a Certificate of Good Standing issued by the Secretary of State of
Louisiana dated September 22, 1997.
We hereby expressly consent to the reference to our firm in the
Registration Statement under the caption "Interests of Named Experts and
Counsel," to the inclusion of this opinion as an exhibit to the Registration
Statement and to the filing of this opinion with any appropriate governmental
agency.
Very truly yours,
/s/ Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
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KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
<PAGE>
Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated May 16, 1997
covering the audited financial statements of The Shaw Group Inc. included in its
Form 8-K dated June 17, 1997 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
September 23, 1997
<PAGE>
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated May 16, 1997
covering the audited financial statements of The Shaw Group Inc. included in its
Form 8-K dated June 17, 1997 and to all references to our Firm included in this
registration statement.
/s/ Hannis T. Bourgeois & Co., L.L.P.
---------------------------------
HANNIS T. BOURGEOIS & CO., L.L.P.
Baton Rouge, Louisiana
September 23, 1997
