UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
February 11, 1997
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22992 72-1106167
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11100 Mead Road, 2nd Floor, Baton Rouge, Louisiana 70816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 296-1140
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 27, 1997, The Shaw Group Inc., a Louisiana corporation
("Shaw"), acquired all of the outstanding capital stock of NAPTech, Inc., a
Delaware corporation ("NAPTech"), from the shareholders of NAPTech in exchange
for a total of 349,548 shares of Shaw's common stock, no par value per share
(the "Shaw Common Stock"). NAPTech is a fabricator of industrial piping systems
and engineered piping modules based in Clearfield, Utah. The acquisition by Shaw
of the NAPTech capital stock was made pursuant to a Plan and Agreement of Merger
dated as of August 5, 1996, among Shaw, the shareholders of NAPTech, NAPTech and
SAON, Inc. (a wholly-owned subsidiary of Shaw), as amended by the First
Amendment to Plan and Agreement of Merger dated as of January 27, 1997 (the
"Merger Agreement"). A copy of the Merger Agreement is attached hereto as
Exhibit 2(a) and incorporated herein by reference pursuant to Rule 12b-23 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By the
terms of the Merger Agreement, SAON, Inc. merged with and into NAPTech.
The Merger Agreement contains certain representations, warranties and
covenants by the shareholders of NAPTech, including, among other things,
representations regarding NAPTech, and a covenant by the shareholders of NAPTech
not to compete for a period of two (2) years. Ten percent of the shares of Shaw
Common Stock issued by Shaw to the shareholders of NAPTech has been placed in
escrow to satisfy indemnification obligations pursuant to the Merger Agreement.
The consideration delivered by Shaw pursuant to the Merger Agreement was
determined by negotiations among the parties.
Shaw also acquired, through its wholly-owned subsidiary, SAON
Properties, Inc., the real estate and buildings in which NAPTech conducts its
operations from a NAPTech-related entity, Freeport Properties, L.C.
("Freeport"), pursuant to the Purchase and Sale Agreement (the "Purchase
Agreement") dated as of January 27, 1997, between Shaw, Freeport, the members of
Freeport and SAON Properties, Inc. In consideration for the sale, Shaw delivered
83,333 shares of Shaw Common Stock to Freeport and assumed certain indebtedness
of Freeport totaling approximately $1.8 million. A copy of the Purchase and Sale
Agreement is attached hereto as Exhibit 2(b) and is incorporated herein by
reference pursuant to Rule 12b-23 under the Exchange Act. Ten percent of the
shares of Shaw Common Stock issued to Freeport has been placed in escrow to
satisfy indemnification obligations pursuant to the Purchase Agreement. The
consideration delivered by Shaw for the real estate and buildings was determined
by negotiations between the parties.
The shares of Shaw Common Stock received by the shareholders of NAPTech
and Freeport pursuant to the transactions described above are the subject of
Registration Rights Agreements, each dated as of January 27, 1997, among Shaw
and the shareholders of NAPTech and Shaw and Freeport, respectively, whereby
Shaw has agreed to file shelf registration statements with the Securities and
Exchange Commission and to take such other steps as are necessary to register
such shares for transfer (including such filings or qualifications as may be
required under state blue sky or securities laws). Shaw has agreed to keep such
registration statement effective for a period of up to two years.
Further, in connection with the foregoing transactions, NAPTech entered
into Employment Agreements dated as of January 27, 1997, with Bradford J.
Brower, Greg R. Cowley, Frank B. Corgiat and Blake Bennett, each an officer and
employee of NAPTech. Pursuant to the terms of each Employment Agreement, the
NAPTech officers will be entitled to (i) receive the base salary each received
prior to the Shaw acquisition, and (ii) certain other benefits. Further, each
will be subject to non-competition and confidentiality covenants in favor of
NAPTech, Shaw and their affiliates. In addition, in connection with the
acquisition, Shaw issued stock options to purchase an aggregate of 27,429 shares
of Shaw's Common Stock under its 1993 Employee Stock Option Plan to replace
options to purchase NAPTech capital stock outstanding as of January 27, 1997.
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NAPTech will operate as a wholly-owned subsidiary of Shaw at its
Clearfield, Utah fabrication facility. To date, Shaw has employed substantially
all the employees of NAPTech.
The acquisition of NAPTech will be accounted for as a pooling of
interests and will, therefore, result in a restatement of Shaw's financial
statements for all periods presented.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
It is impractical to provide the financial statements required under
Item 7 of Form 8-K at the time of the filing of this report. Such financial
statements will be filed within 60 days of the date this Current Report on Form
8-K must be filed.
(b) Pro Forma Financial Information
It is impractical to provide the pro forma financial information
required under Item 7 of Form 8-K at the time of the filing of this report. Such
pro forma financial information will be filed within 60 days of the date this
Current Report on Form 8-K must be filed.
(c) Exhibits
2(a). Plan and Agreement of Merger, dated as of August 5, 1996, among the
shareholders of NAPTech, Inc.("NAPTech"), NAPTech, The Shaw Group Inc.
and SAON, Inc., as amended by the First Amendment to Plan and Agreement
of Merger dated as of January 27, 1997. Filed herewith. The exhibits
and schedules to this agreement have been omitted and will be
furnished upon request. Page _____.
2(b). Purchase and Sale Agreement, dated as of January 27, 1997, among the
members of Freeport Properties, L.C. ("Freeport"), Freeport, The Shaw
Group Inc. and SAON Properties, Inc. Filed herewith. The exhibits and
schedules to this agreement have been omitted and will be furnished
upon request. Page _____.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SHAW GROUP INC.
(Registrant)
Date: February 11, 1997 By:/s/ T.A. Barfield, Jr.
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T.A. Barfield, Jr.,
Secretary and General Counsel
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THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
February 11, 1997
Exhibit Number Description Page No.
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2(a) Plan and Agreement of Merger, dated as of August
5, 1996, among the shareholders of NAPTech, Inc.
("NAPTech"), NAPTech, The Shaw Group Inc. and
SAON, Inc., as amended by the First Amendment to
Plan and Agreement of Merger dated as of January
27, 1997. Filed herewith. The exhibits and
schedules to this agreement have been omitted and
will be furnished upon request.
2(b) Purchase and Sale Agreement, dated as of January
27, 1997, among the members of Freeport
Properties, L.C. ("Freeport"), Freeport, The Shaw
Group Inc. and SAON Properties, Inc. Filed
herewith. The exhibits and schedules to this
agreement have been omitted and will be furnished
upon request.
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