S-8 1 h67385sv8.htm FORM S-8 sv8
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As filed with the Securities and Exchange Commission on July 13, 2009.
Registration No. 333-                                         
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
 
Registration Statement
Under
The Securities Act of 1933
 
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
 
Louisiana   72-1106167
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
4171 Essen Lane, Baton Rouge, Louisiana 70809
(Address of Principal Executive Offices)(Zip Code)
The Shaw Group Inc. 401(k) Plan
-and-
The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees
(Full Title of the Plans)
Clifton S. Rankin
General Counsel and Corporate Secretary
4171 Essen Lane
Baton Rouge, Louisiana 70809
(225) 932-2500
(Name, address and telephone number, including area code, of agent for service)
 
Copies 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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ    Accelerated filer o    Non-accelerated filer o
(Do not check if a smaller reporting company)		   Smaller reporting company o 
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed maximum     Proposed maximum        
  Title of securities     Amount to be     offering price per     aggregate offering     Amount of  
  to be registered     registered(1)     share(2)     price(3)     registration fee(2)  
 
Common Stock, no par
value per share (3) (4)
       1,200,000       $ 23.86       $ 28,632,000       $ 1,597.67    
 
 
(1)   The number of shares of common stock, no par value being registered hereby pursuant to (i) The Shaw Group Inc. 401(k) Plan; and (ii) The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)   Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices for a share of common stock reported on the New York Stock Exchange on July 10, 2009, which was $23.86.
 
(3)   Includes preferred share purchase rights. Until the occurrence of certain prescribed events, none of which has occurred, the preferred share purchase rights are not exercisable, are evidenced by certificates representing shares of the common stock, and will be transferred only with shares of the common stock. The value, if any attributable to the rights is included in the market price of the common stock.
 
(4)   Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
 
 

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PART II
Item 3. Incorporation of Documents by Reference
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-23.2
EX-23.3
EX-23.4
EX-23.5

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REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
     Pursuant to General Instruction E to Form S-8, The Shaw Group Inc. (the “Company”) hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed on behalf of the Company with the Securities and Exchange Commission on May 4, 2004 (File No. 333-115155), except to the extent otherwise updated or modified by this Registration Statement. This Registration Statement registers (i) an additional 1,200,000 shares of the Company’s common stock, no par value per share; and (ii) an indeterminate amount of interests to be offered or sold under The Shaw Group Inc. 401(k) Plan and The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees (together the “Plans”).

 

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The documents listed below are incorporated by reference in this Registration Statement:
  •   The Annual Report on Form 10-K of The Shaw Group Inc. (the “Company”) for the year ended August 31, 2008, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2008. The audit report of KPMG LLP included in the 2008 Annual Report on Form 10-K of The Shaw Group Inc. on the effectiveness of internal control over financial reporting as of August 31, 2008, expresses an opinion that The Shaw Group Inc. and subsidiaries did not maintain effective internal controls over financial reporting as of August 31, 2008 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains a statement that material weaknesses in project reporting of estimates of cost at completion on engineering, procurement, and construction on complex fixed-price contracts and accounting for income taxes have been identified and are included in management’s assessment in Item 9A(b) of the 2008 Annual Report on Form 10-K.
 
  •   The Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, filed with the SEC on July 9, 2009, Quarterly Report on Form 10-Q for the quarter ended February 28, 2009, filed with the SEC on April 9, 2009 and Quarterly Report on Form 10-Q for the quarter ended November 30, 2008, filed with the SEC on January 8, 2009.
 
  •   The Company’s Current Report on Form 8-K dated April 22, 2009, filed with the SEC on April 27, 2009, Current Report on Form 8-K dated April 8, 2009, filed with the SEC on April 8, 2009, Current Report on Form 8-K dated February 2, 2009, filed with the SEC on February 2, 2009, as amended by Current Report on Form 8-K/A filed with the SEC on June 8, 2009, Current Report on Form 8-K dated January 8, 2009, filed with the SEC on January 8, 2009, Current Report on Form 8-K dated January 6, 2009, filed with the SEC on January 7, 2009, Current Report on Form 8-K dated January 6, 2009, filed with the SEC on January 6, 2009, and Current Report on Form 8-K dated December 24, 2008, filed with the SEC on December 24, 2008.
 
  •   The Company’s proxy statement for its 2009 Annual Meeting of Shareholders filed with the SEC on December 24, 2008.
 
  •   The Annual Reports on Form 11-K for each of the Plans as filed with the SEC on June 29, 2009.
     In addition, all reports and definitive proxy or information statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K under the Exchange Act shall not be incorporated by reference into this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.
                     
            SEC File or   Exhibit
Exhibit           Registration   Or Other
Number   Document Description   Report or Registration Statement   Number   Reference
 
                    
5.1
  The shares of Common Stock offered and sold pursuant to the Plans are purchased by the administrator of the Plans in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Plans, no opinion of counsel regarding the legality of the securities being registered hereunder is required.                
 
                    
 
  Pursuant to Item 8(b) of Form S-8, the Company has submitted the Plans to the Internal Revenue Service (“IRS”) for a determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986 and will make all changes required by the IRS in order to qualify the Plans.                
 
                    
†23.2
  Consent of KPMG LLP, independent registered public accounting firm of The Shaw Group Inc.                
 
                    
†23.3
  Consent of Ernst & Young LLP, former independent registered public accounting firm of The Shaw Group Inc.                
 
                    
†23.4
  Consent of Ernst & Young LLP, independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd.                
 
                    
†23.5
  Consent of Hannis T. Bourgeois, LLP, independent registered public accounting firm of The Shaw Group Inc. 401(k) Plan and The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees                
 
                    
†24.1   Power of Attorney (included as part of signature page to this Registration Statement)      
 
†   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;
 
  (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

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      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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
  (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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
  (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such 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 means 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 Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES
     The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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, as of this 13th day of July, 2009.
         
  THE SHAW GROUP INC.
 		  
  By:   /s/ Clifton S. Rankin    
    Clifton S. Rankin   
    General Counsel and Corporate Secretary   
 
POWER OF ATTORNEY
   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.M. Bernhard, Jr. and Brian K. Ferraioli, and each of them, as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his name, place and stead, in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith; and (ii) a Registration Statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
   Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on this 13th day of July, 2009.
     
Name and Signature   Title
 
    
/s/ J.M. BERNHARD, JR.
  Chairman of the Board, Chief Executive Officer and President
 
    
J.M. Bernhard, Jr.
  (Principal Executive Officer)
 
    
/s/ BRIAN K. FERRAIOLI
  Executive Vice President and Chief Financial Officer (Principal
 
    
Brian K. Ferraioli
  Financial Officer)
 
    
/s/ MICHAEL J. KERSHAW
  Senior Vice President and Chief Accounting Officer (Principal
 
    
Michael J. Kershaw
  Accounting Officer)
 
    
/s/ ALBERT D. MCALISTER
  Director
 
    
Albert D. McAlister
    
 
    
/s/ DAVID W. HOYLE
  Director
 
    
David W. Hoyle
    
 
    
/s/ JAMES F. BARKER
  Director
 
    
James F. Barker
    
 
    
/s/ DANIEL A. HOFFLER
  Director
 
    
Daniel A. Hoffler
    

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Name and Signature   Title
 
    
/s/ MICHAEL J. MANCUSO
  Director
 
    
Michael J. Mancuso
    
 
    
/s/ THOS E. CAPPS
  Director
 
    
Thos E. Capps
    
 
    
/s/ STEPHEN R. TRITCH
  Director
 
    
Stephen R. Tritch
    
     The Plans. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plans) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on this 13th day of July, 2009.
         
  THE SHAW GROUP INC. 401(k) PLAN FOR CERTAIN
HOURLY EMPLOYEES
THE SHAW GROUP INC. 401(k) PLAN
By: THE SHAW GROUP INC., PLAN ADMINISTRATOR FOR EACH
OF THE SHAW GROUP INC. 401(k) PLAN AND THE SHAW GROUP INC.
401(k) PLAN FOR CERTAIN HOURLY EMPLOYEES
 		  
  By:   /s/ Clifton S. Rankin    
  Name:   Clifton S. Rankin   
  Title:   General Counsel and Corporate Secretary   

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EXHIBIT INDEX
                     
            SEC File or   Exhibit
Exhibit           Registration   Or Other
Number   Document Description   Report or Registration Statement   Number   Reference
 
                    
5.1
  The shares of Common Stock offered and sold pursuant to the Plans are purchased by the administrator of the Plans in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Plans, no opinion of counsel regarding the legality of the securities being registered hereunder is required.                
 
                    
 
  Pursuant to Item 8(b) of Form S-8, the Company has submitted the Plans to the Internal Revenue Service (“IRS”) for a determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986 and will make all changes required by the IRS in order to qualify the Plans.                
 
                    
†23.2
  Consent of KPMG LLP independent registered public accounting firm of The Shaw Group Inc.                
 
                    
†23.3
  Consent of Ernst & Young LLP former independent registered public accounting firm of The Shaw Group Inc.                
 
                    
†23.4
  Consent of Ernst & Young LLP independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd.                
 
                    
†23.5
  Consent of Hannis T. Bourgeois, LLP, independent registered public accounting firm of The Shaw Group Inc. 401(k) Plan and The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees                
 
                    
†24.1   Power of Attorney (included as part of signature page to this Registration Statement)      
 
†   Filed herewith.

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