As filed with the Securities and Exchange Commission on September 15, 1999.
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)
8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
(Address of Principal Executive Offices) (Zip Code)
The Shaw Group Inc.
1993 Employee Stock Option Plan
(Full Title of the Plan)
T.A. Barfield, Jr.
Senior Vice President of Operations
8545 United Plaza Boulevard
Baton Rouge, La. 70809
(Name and address of agent for service)
(225) 932-2500
(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
(225) 383-4703
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate registration
be registered Registered (1) per share (2) offering price (2) fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock, 1,072,058 $14.74 $15,800,481 $4,661.14
no par value
- --------------------------------------------------------------------------------
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1993 Employee 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)
$8.375 per share, the average exercise price of the 478,841 shares underlying
options previously awarded under the Plan; and (ii) for the remaining 593,217
shares, $19.875 per share, the closing price of the Common Stock reported on the
New York Stock Exchange on September 13, 1999.
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement on Form S-8, SEC
File No. 333-2666 was filed with the Securities and Exchange Commission on March
22, 1996 (the "Registration Statement"). Pursuant to General Instruction E of
Form S-8, the contents of the Registration Statement are hereby incorporated by
reference.
<PAGE>
II-5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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) - Specimen Common Stock Certificate
4.4(3) - 1993 Employee Stock Option Plan, as amended
5.1(4) - Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
23.1(4) - Consent of Arthur Andersen LLP
23.2(4) - Consent of Hannis T. Bourgeois & Co., L.L.P.
23.3(4) - Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
(included in Exhibit 5.1)
24.1(4) - 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) 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, 1997.
(4) 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 Securities Act of 1933, as amended (the "Act");
<PAGE>
(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 Securities Exchange Act of 1934, as
amended (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.
(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.
(h) 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 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 August 31, 1999.
THE SHAW GROUP INC.
By:/s/ Robert W. Belk
---------------------
Robert W. Belk
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes J.M. Bernhard, Jr.
and Robert W. Belk 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 Robert W. Belk deems appropriate; and each person whose
signature appears below, individually and in each capacity stated below, hereby
appoints J.M. Bernhard, Jr. and Robert W. Belk, 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 August 31, 1999
- ----------------------- Chief Executive Officer (Principal
J.M. Bernhard, Jr. Executive Officer)
/s/ Robert W. Belk Chief Financial Officer and Treasurer August 31, 1999
- ----------------------- and Director (Principal Financial
Robert W. Belk Officer and Principal Accounting
Officer)
/s/ Albert McAlister Director August 31, 1999
Albert McAlister
/s/ L. Lane Grigsby Director August 31, 1999
- -----------------------
L. Lane Grigsby
/s/ David W. Hoyle Director August 31, 1999
- -----------------------
David W. Hoyle
/s/ John W. Sinders, Jr. Director August 31, 1999
- ------------------------
John W. Sinders, Jr.
/s/ William H. Grigg Director August 31, 1999
- -----------------------
William H. Grigg
<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) - Specimen Common Stock Certificate
4.4(3) - 1993 Employee Stock Option Plan, as amended
5.1(4) - Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
23.1(4) - Consent of Arthur Andersen LLP
23.2(4) - Consent of Hannis T. Bourgeois & Co., L.L.P.
23.3(4) - Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
(included in Exhibit 5.1)
24.1(4) - 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) 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, 1997.
(4) Filed herewith.
KANTROW, SPAHT, WEAVER & BLITZER
(A Professional Law Corporation)
Attorneys at Law
Suite 300 - City Plaza
445 North Boulevard
Baton Rouge, Louisiana 70821-2997
Telephone (225)383-4703
Fax (225) 343-0637
September 15, 1999
The Shaw Group Inc.
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 to Register Additional Shares for
Issuance Under the 1993 Employee Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to The Shaw Group Inc., a Louisiana corporation
(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 1,072,058 additional shares of the Company's no par
value common stock (the "Common Stock") issued or to be issued under the
Company's 1993 Employee Stock Option Plan, as amended (the "1993 Plan").
We have examined the originals, or copies certified or otherwise identified
to our satisfaction, of the 1993 Plan, the Company's Restated Articles of
Incorporation, its Amended and Restated By-Laws, 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 the foregoing and in reliance thereon, 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
<PAGE>
The Shaw Group Inc.
September 15, 1999
Page 2
2. The 1,072,058 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 1993 Plan, as
applicable, and delivered as provided therein, will be legally
issued, fully paid, and non-assessable.
With respect to the opinion in Paragraph 1 that the Company is validly
existing and in good standing under the laws of the State of Louisiana, we have
relied solely upon a Certificate of Good Standing issued by the Louisiana
Secretary of State dated September 13, 1999.
We hereby expressly consent 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,
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
/s/ Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
-------------------------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 22, 1998
included in The Shaw Group Inc.'s Form 10-K for the year ended August 31, 1998
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
New Orleans, Louisiana
September 13, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 22, 1998
included in The Shaw Group Inc.'s Form 10-K for the year ended August 31, 1998
and to all references to our Firm included in this registration statement.
/s/ Hannis T Bourgeois, LLP
- ---------------------------
Baton Rouge, Louisiana
September 13, 1999
