-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VBBNZquF72NmkLW+HlNGjxMYmIlpMn29MCgX7oQgpMmxm/HQX/xa8eN4mUC5fUSC iVg4/XZNd0sk++UPhjJCxg== 0000950123-97-003544.txt : 19970429 0000950123-97-003544.hdr.sgml : 19970429 ACCESSION NUMBER: 0000950123-97-003544 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970428 EFFECTIVENESS DATE: 19970428 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER CORP CENTRAL INDEX KEY: 0000038321 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 131855904 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25945 FILM NUMBER: 97588287 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304090 S-8 1 FOSTER WHEELER CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- FOSTER WHEELER CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) NEW YORK 13-1855904 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) PERRYVILLE CORPORATE PARK 08809-4000 CLINTON, NEW JERSEY (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) FOSTER WHEELER CORPORATION THE DIRECTORS' STOCK OPTION PLAN (FULL TITLE OF THE PLAN) THOMAS R. O'BRIEN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL PERRYVILLE CORPORATE PARK CLINTON, NEW JERSEY 08809-4000 (NAME AND ADDRESS OF AGENT FOR SERVICE) (908) 730-4020 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TO BE OFFERING PRICE PER OFFERING REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE* PRICE* FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value......................... 250,000 SHARES $36.625 $9,156,250 $2,774.62
*ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE AND BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE AS SHOWN ON THE COMPOSITE TAPE ON APRIL 22, 1997. (1) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH ADDITIONAL SHARES AS MAY HEREAFTER BE OFFERED OR ISSUED TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS. 1 OF 11 EXHIBIT INDEX ON PAGE 5 2 TABLE OF CONTENTS PAGE Incorporation by Reference................................................. 1 Change of Name and Telephone Number of Agent for Service .................. 1 Purpose of this Filing..................................................... 1 Defined Terms.............................................................. 1 Legal Matters.............................................................. 1 Interests of Named Experts and Counsel .................................... 1 Indemnification............................................................ 2 ------------------ INCORPORATION BY REFERENCE The Registration Statement filed on Form S-8 with the Securities and Exchange Commission on May 2, 1990, Registration No. 33-34694, is hereby incorporated by reference. That filing is hereinafter referred to as the "First Filing". CHANGE OF NAME AND TELEPHONE NUMBER OF AGENT FOR SERVICE It is noted that the name and telephone number of the person identified as agent for service on the face page of this Registration Statement is different than what was shown on the face page of the First Filing. PURPOSE OF THIS FILING The First Filing is hereby being amended to increase the total amount of Foster Wheeler Corporation Common Stock on which options may be granted under the Plan from 150,000 shares to 400,000 shares, an increase of 250,000 shares of Foster Wheeler Corporation Common Stock. DEFINED TERMS Capitalized Terms not otherwise defined in this Registration Statement shall have the meanings ascribed to them in the First Filing. LEGAL MATTERS The legality of the 250,000 additional shares of Foster Wheeler Corporation Common Stock offered pursuant to the Plan has been passed upon for Foster Wheeler Corporation by Thomas R. O'Brien, Esq., Perryville Corporate Park, Clinton, New Jersey 08809-4000. INTERESTS OF NAMED EXPERTS AND COUNSEL Thomas R. O'Brien is Senior Vice President and General Counsel of Foster Wheeler Corporation. As of March 31, 1997, Mr. O'Brien was the beneficial owner of 2,600 shares of Foster Wheeler Corporation Common Stock and held options to acquire 48,167 shares of Foster Wheeler Common Stock. 1 3 INDEMNIFICATION 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 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 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 Act and will be governed by the final adjudication of such issue. 2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Foster Wheeler Corporation, certifies that it has reasonable grounds to believe that it meets all 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 Township of Union, Hunterdon County, State of New Jersey on the 28th day of April, 1997. FOSTER WHEELER CORPORATION By: /S/ Richard J. Swift ---------------------------------------- (RICHARD J. SWIFT, CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on April 28, 1997, in the capacities indicated.
Signature Title --------- ----- Richard J. Swift* Chairman, President, Chief Executive Officer and - -------------------------------- Director (Principal Executive Officer) (Richard J. Swift) David J. Roberts* Vice Chairman, Chief Financial Officer and Director - -------------------------------- (Principal Financial Officer) (David J. Roberts) George S. White* Vice President and Controller (Principal - -------------------------------- Accounting Officer) (George S. White) Eugene D. Atkinson* Director - -------------------------------- (Eugene D. Atkinson) Louis E. Azzato* Director - -------------------------------- (Louis E. Azzato) David J. Farris* Director - -------------------------------- (David J. Farris) E. James Ferland* Director - -------------------------------- (E. James Ferland) Martha Clark Goss* Director - -------------------------------- (Martha Clark Goss) John A. Hinds* Director - -------------------------------- (John A. Hinds) Constance J. Horner* Director - -------------------------------- (Constance J. Horner) Joseph J. Melone* Director - -------------------------------- (Joseph J. Melone) Frank E. Perkins* Director - -------------------------------- (Frank E. Perkins) Charles Y. C. Tse* Director - -------------------------------- (Charles Y. C. Tse) Robert Van Buren* Director - -------------------------------- (Robert Van Buren)
*Executed on behalf of the indicated Directors and Officers of the Registrant by Lisa Fries Gardner, duly appointed attorney-in-fact. By: /S/ Lisa Fries Gardner ---------------------- (Attorney-in-fact) (Please see next page) 3 5 The Power of Attorney authorizing LISA FRIES GARDNER, as well as RICHARD J. SWIFT, and DAVID J. ROBERTS, and each of them, to sign this Registration Statement on behalf of the above-named Directors and Officers has been filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement. 4 6 EXHIBITS
EXHIBITS DESCRIPTION PAGE - -------- ----------- ---- 5............. Legal Opinion of Thomas R. O'Brien, Esq. 6 23............. Consent of Counsel - Contained in Exhibit 5 N/A 24............. Power of Attorney 8 24.1 .......... Certified Resolution 10
5 EX-5 2 LEGAL OPINION OF THOMAS R. O'BRIEN, ESQ 1 [Foster Wheeler Corporation Letterhead] Exhibit 5 THOMAS R. O'BRIEN TEL 908-730-4020 Senior Vice President FAX 908-730-5300 and General Cousel April 28, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: Reference is made to the Registration Statement on Form S-8 (the Registration Statement with which this opinion is filed) under the Securities Act of 1933, as amended, filed by Foster Wheeler Corporation (the "Company") with the Securities and Exchange Commission, relating to an increase in the amount of shares of Common Stock, par value $1.00 per share, of the Company, which may be awarded from time to time to non-employee Directors of the Company under the Company's Directors' Stock Option Plan (the "Plan") referred to in the Prospectus constituting a part of the Registration Statement filed with the Securities and Exchange Commission on May 2, 1990, and bearing Registration No. 33-34694. The number of shares of Common Stock which may be awarded under the Plan is being increased from an aggregate of 150,000 shares to an aggregate of 400,000 shares. I have examined originals or photostatic or certified copies of such records of the Company and of public officials, and such other documents as I have deemed relevant and necessary as the basis for the opinion set forth in this letter. In such examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon my examination mentioned above and relying upon the statements of fact contained in the documents I have examined, I am of the opinion that the 250,000 additional shares of Common Stock of the Company to be awarded under the Plan will, when awarded in accordance with the terms of the Plan, be validly issued, fully paid and nonassessable. 6 PERRYVILLE CORPORATE PARK, CLINTON, NJ 08809-4000 2 Securities and Exchange Commission Page 2 April 28, 1997 I am a member of the Bar of the State of New York, and I do not herein express any opinion as to any law other than the laws of the State of New York and the laws of the United States of America. The opinion expressed in this letter is based upon existing laws which are subject to change. I hereby consent to the use of this opinion as an Exhibit to the first above-described Registration Statement. Very truly yours, /S/ Thomas R. O'Brien Thomas R. O'Brien TRO/mag 7 EX-24 3 POWER OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned Directors and Officers of Foster Wheeler Corporation, a New York corporation, which may file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, or such other Form as may be appropriate, for the registration under said Act of 250,000 additional shares of Common Stock, $1.00 par value, of said Corporation to be issued in connection with said Corporation's Directors' Stock Option Plan, does hereby make, constitute and appoint Richard J. Swift, David J. Roberts, Lisa Fries Gardner, and/or any of them, the true and lawful attorney-in-fact and agent for each of the undersigned, with full power to act as his or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement, and to file such Registration Statement, with all exhibits thereto, and any and all other documents in connection therewith, including all amendments and post-effective amendments thereto, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent, or any of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in connection with the filing of such Registration Statement and amendments as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, may lawfully do or cause to be done by virtue hereof. 8 2 IN WITNESS WHEREOF, The undersigned have hereunto set their hands and seals this 28th day of January, 1997. /S/ Richard J. Swift /S/ David J. Roberts - ------------------------------------------- -------------------------------------- Richard J. Swift David J. Roberts Chairman, President,Chief Executive Officer Vice Chairman, Chief Financial Officer & Director & Director (Principal Executive Officer) (Principal Financial Officer) /S/ George S. White /S/ Eugene D. Atkinson - ------------------------------------------- -------------------------------------- George S. White Eugene D. Atkinson Vice President & Controller Director (Principal Accounting Officer) /S/ Louis E. Azzato /S/ David J. Farris - ------------------------------------------- -------------------------------------- Louis E. Azzato David J. Farris Director Director /S/ E. James Ferland /S/ Martha Clark Goss - ------------------------------------------- -------------------------------------- E. James Ferland Martha Clark Goss Director Director /S/ John A. Hinds /S/ Constance J. Horner - ------------------------------------------- -------------------------------------- John A. Hinds Constance J. Horner Director Director /S/ Joseph J. Melone /S/ Frank E. Perkins - ------------------------------------------- -------------------------------------- Joseph J. Melone Frank E. Perkins Director Director /S/ Charles Y. C. Tse /S/ Robert Van Buren - ------------------------------------------- -------------------------------------- Charles Y. C. Tse Robert Van Buren Director Director
9 EX-24.1 4 CERTIFIED RESOLUTION 1 Exhibit 24.1 SECRETARY'S CERTIFICATE I, Lisa Fries Gardner, Secretary of Foster Wheeler Corporation, a New York corporation, do hereby certify that the following is a true and correct copy of resolutions adopted on the 28th day of January 1997 at a meeting of the Board of Directors of Foster Wheeler Corporation, and that the action taken has not been in any manner rescinded or modified. RESOLVED, That The Director's Stock Option Plan be, and it hereby is, amended as follows, subject to the approval of the stockholders of the Corporation at the next annual or special meeting: Section 2 is hereby amended in its entirety to read: "The stock subject to the options shall be shares of the Company's authorized but unissued or reacquired common stock (the "Common Stock"). The total amount of the Common Stock on which option may be granted is 400,000 shares. In the event that any outstanding option under the Plan expires or is terminated, shares of Common Stock allocable to the unexercised portion of such option may again become subject to an option under the Plan." Section 4 is hereby amended in its entirety to read: "Each member of The Board of the Company who is not an employee of the Company or any of its subsidiaries shall automatically receive an option to acquire 3,000 shares of Common Stock each year following the Annual Meeting of Stockholders." and; it is further 10 2 RESOLVED, That the Officers of the Corporation be, and they hereby are, authorized and directed to prepare a Registration Statement on Form S-8 in connection with the Amendment of The Directors' Stock Option Plan of the Corporation, and to file such Registration Statement with the Securities and Exchange Commission; and it is further RESOLVED, That the signatures of the Officers and Directors of the Corporation on said Form S-8 may be signed pursuant to a power of attorney and the Form S-8 may be filed on behalf of the Corporation pursuant to a power of attorney; and it is further RESOLVED, That the Officers of the Corporation be, and they hereby are, authorized and directed to list on the New York Stock Exchange the 250,000 additional shares of Common Stock of the Corporation which are authorized for issuance under The Directors' Stock Option Plan. In witness whereof, I have set my hand and affixed the seal of said Foster Wheeler Corporation this 28th day of April, 1997. /S/ Lisa Fries Gardner ----------------------- Lisa Fries Gardner Secretary 11 -----END PRIVACY-ENHANCED MESSAGE-----