S-8

As filed with the Securities and Exchange Commission on May 10, 2016

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________________________________________

Babcock & Wilcox Enterprises, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware	47-2783641
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
The Harris Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina	28277
(Address of Principal Executive Offices)	(Zip Code)
Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan
(Full title of the plan)
E. James Ferland Chairman and Chief Executive Officer 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina 28277
(Name and address of agent for service)
(704) 625-4900
(Telephone number, including area code, of agent for service)

_______________________________________________________

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	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

_______________________________________________________

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	2,500,000 shares (1)(2)	$22.70 (3)	$56,750,000 (3)	$5,714.73

⁽¹⁾  Represents shares of common stock, par value $0.01 per share, (“Common Shares”), of Babcock & Wilcox Enterprises, Inc. (“BWE”) issuable pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) being registered hereon.

⁽²⁾  Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plan.

⁽³⁾  Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for the Common Shares as reported on the New York Stock Exchange on May 3, 2016 within five business days prior to filing.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 2,500,000 Common Shares under the Plan, for which a previously filed Registration Statement on Form S-8 is effective. This Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-205333) filed by BWE on June 29, 2015, including all attachments and exhibits, except to the extent supplemented, amended or superseded by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

(a) BWE’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-36876), filed with the Commission on February 25, 2016;

(b) BWE’s Current Report on Form 8-K (Commission File No. 001-36876), filed with the Commission on May 6, 2016;

(c) BWE’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (Commission File No. 001-36876), filed with the Commission on May 10, 2016; and

(d) The description of the Capital Stock contained in BWE’s Information Statement, filed as Exhibit 99.1 to the Registrant’s Form 10 Registration Statement, under the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by BWE with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8.Exhibits.

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
4.3	Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K (File No. 001-36876) filed on May 6, 2016)
5.1	Opinion of Jones Day
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Jones Day (included in Exhibit 5.1)
24.1	Powers of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Charlotte, State of North Carolina, on May 10, 2016.

	Babcock & Wilcox Enterprises, Inc.
By:	/s/ E. James Ferland
	Name: E. James Ferland
	Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 10, 2016.

Signature	Title
/s/ E. James Ferland
E. James Ferland	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
*
Jenny L. Apker	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
*
Daniel W. Hoehn	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
*
Thomas A. Christopher	Director
*
Cynthia S. Dubin	Director
*
Brian K. Ferraioli	Director
*
Stephen G. Hanks	Director
*
Anne R. Pramaggiore	Director
*
Larry L. Weyers	Director

* This Registration Statement has been signed on behalf of the above officers and directors by E. James Ferland, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

Dated: May 10, 2016	By:	/s/ E. James Ferland
		E. James Ferland, Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
4.3	Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K (File No. 001-36876) filed on May 6, 2016)
5.1	Opinion of Jones Day
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Jones Day (included in Exhibit 5.1)
24.1	Powers of Attorney

EX-5.1

Exhibit 5.1

JONES DAY

NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 FACSIMILE: +1.216.579.0212

May 10, 2016

Babcock & Wilcox Enterprises, Inc.

The Harris Building

13024 Ballantyne Corporate Place, Suite 700

Charlotte, North Carolina 28277

Re: Registration Statement on Form S-8 Filed by Babcock & Wilcox Enterprises, Inc.

Ladies and Gentlemen:

We have acted as counsel for Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), in connection with the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 2,500,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions.

In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. 

Very truly yours,

/s/ Jones Day

ALKHOBAR AMSTERDAM ATLANTA BEIJING BOSTON BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DETROIT

DUBAI DÜSSELDORF FRANKFURT HONG KONG HOUSTON IRVINE JEDDAH LONDON LOS ANGELES MADRID MEXICO CITY

MADRID MEXICO CITY MIAMI MILAN MOSCOW MUNICH NEW YORK PARIS PERTH PITTSBURGH RIYADH SAN DIEGO

SAN FRANCISCO SÃO PAULO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-205333 on Form S-8 of our report dated February 25, 2016, relating to the consolidated and combined financial statements of Babcock & Wilcox Enterprises, Inc., (“the Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph related to the completion of the spin-off of the Company effective June 30, 2015 by The Babcock and Wilcox Company) appearing in the Annual Report on Form 10-K of Babcock & Wilcox Enterprises, Inc. for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

May 10, 2016

EX-24.1

Exhibit 24.1

BABCOCK & WILCOX ENTERPRISES, INC.

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

Each of the undersigned directors and officers of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Registrant”), hereby constitutes and appoints each of E. James Ferland, Jenny L. Apker and J. Andre Hall, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact or attorneys-in-fact of the undersigned to execute and file with the Securities and Exchange Commission under the Securities Act of 1933 one or more registration statement(s) on Form S-8 relating to the registration of shares of common stock, par value $0.01 per share, of the Registrant by the Registrant under the Securities Act of 1933 issuable in connection with the Registrant’s Amended and Restated 2015 Long-Term Incentive Plan, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, with full power and authority to do and perform any and all acts and things necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the undersigned, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and approving all that said attorneys-in-fact or any of them and any substitute therefor may lawfully do or cause to be done by virtue thereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of May 2016.

Signature	Title
/s/ E. James Ferland
E. James Ferland	Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Jenny L. Apker
Jenny L. Apker	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Representative)
/s/ Daniel W. Hoehn
Daniel W. Hoehn	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ Thomas A. Christopher
Thomas A. Christopher	Director
/s/ Cynthia S. Dubin
Cynthia S. Dubin	Director
/s/ Brian K. Ferraioli
Brian K. Ferraioli	Director
/s/ Stephen G. Hanks
Stephen G. Hanks	Director
/s/ Anne R. Pramaggiore
Anne R. Pramaggiore	Director
/s/ Larry L. Weyers
Larry L. Weyers	Director