-----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, LDMmzGn7rMlqdZG4FSf7ifJZZcgl3AxweKLYuMULWyWOXSfIM/WQmbEYE/hVeSh3 KjxcYbSORMMKAMYIlEp4uA== 0000950127-99-000143.txt : 19990428 0000950127-99-000143.hdr.sgml : 19990428 ACCESSION NUMBER: 0000950127-99-000143 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990427 EFFECTIVENESS DATE: 19990427 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: 1225 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77125 FILM NUMBER: 99602080 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EST 173 CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304090 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 27, 1999. Registration No. 333- 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 Number) Perryville Corporate Park Clinton, New Jersey 08809-4000 --------------------------------- ------------------- (Address of principal executive offices) (Zip Code) FOSTER WHEELER CORPORATION 1995 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 of Agent for Service) This document consists of 11 sequentially numbered pages. The Exhibit Index is contained on page 7. page one CALCULATION OF REGISTRATION FEE Proposed Title of Maximum Securities Amount Offering to be to be Price Per Registered Registered Share (1) - -------------------------------------------------------------------------------- Common Stock, $1.00 par 1,800,000 $15.50 value, including Preferred shares (2) Stock Purchase Rights (TABLE CONTINUED) Proposed Title of Maximum Securities Aggregate Amount of to be Offering Registration Registered Price (1) Fee - -------------------------------------------------------------------------------- Common Stock, $27,900,000 $7,756.20 $1.00 par value, including Preferred Stock Purchase Rights (1) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low market prices of the Common Stock on the New York Stock Exchange on April 23, 1999. (2) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to anti-dilution provisions. page two REGISTRATION OF ADDITIONAL SHARES The registrant files this registration statement in order to register 1,800,000 additional shares of common stock of the registrant to be issued pursuant to the registrant's 1995 Stock Option Plan. Pursuant to Instruction E to Form S-8, the relevant opinions and consents are hereby provided, and the registrant pays the additional filing fee required in respect of the additional shares. ITEM 3. INCORPORATION BY REFERENCE The registrant hereby incorporates the following documents by reference: (a) The registrant's Registration Statement on Form S-8 filed on June 1, 1995 (Reg. No. 33-59739); (b) The registrant's Annual Report on Form 10-K filed for the fiscal year ended December 25, 1998; (c) The description of the registrant's Common Stock contained in the registrant's Registration Statement on Amendment to Form 8-A filed on June 1, 1995 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (d) The description of the registrant's Preferred Stock Purchase Rights contained in the registrant's Registration Statement on Form 8-A dated October 2, 1987, as amended by Amendment No. 1 filed on Form 8-A/A on October 1, 1997. All reports and other documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. page three ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Stock offered under the Plan has been passed upon for the registrant by Thomas R. O'Brien, Esq., Perryville Corporate Park, Clinton, New Jersey 08809-4000, Senior Vice President and General Counsel of the registrant. As of March 31, 1999, Mr. O'Brien is the beneficial owner of 5,800 unlegended shares of Common Stock, 773 shares of legended Common Stock and holds options to acquire 71,667 shares of Common Stock. COMMISSION POSITION ON INDEMNIFICATION Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 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 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 and will be governed by the final adjudication of such issue. page four SIGNATURES Pursuant to the requirements of the Securities Act, the registrant, Foster Wheeler Corporation, 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 Town of Clinton, State of New Jersey on the 27th day of April, 1999. Foster Wheeler Corporation By Richard J. Swift * ----------------------------------- Richard J. Swift, Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, on April 27, 1999. Signature Title - --------- ----- Chairman, President, Chief Executive Officer and Director (Principal Richard J. Swift * Executive Officer) - ---------------------------- Vice Chairman, Chief Financial Officer and Director (Principal David J. Roberts * Financial Officer) - ---------------------------- Vice President and Controller (Principal George S. White * Accounting Officer) - ---------------------------- Eugene D. Atkinson * Director - ---------------------------- Louis E. Azzato * Director - ---------------------------- John P. Clancey Director - ---------------------------- David E. Farris * Director - ---------------------------- E. James Ferland * Director - ---------------------------- page five Martha Clark Goss * Director - ---------------------------- Constance J. Horner * Director - ---------------------------- Joseph J. Melone * Director - ---------------------------- John E. Stuart * Director - ---------------------------- * Executed on behalf of the persons indicated above by Lisa Fries Gardner, duly appointed attorney-in-fact. A copy of such Power of Attorney is attached hereto as Exhibit 24. /S/ Lisa Fries Gardner --------------------- By: Lisa Fries Gardner (Attorney-in-fact) page six EXHIBIT INDEX Number Description Page - ------ ----------- ---- 5 Legal Opinion of Counsel 8 23a Consent of PriceWaterhouseCoopers LLP 9 23b Consent of Counsel - Contained in Exhibit 5 24 Power of Attorney 10 page seven EX-5 2 OPINION RE: LEGALITY Exhibit 5 Foster Wheeler Corporation Perryville Corporate Park Clinton, New Jersey 08809 April 26, 1999 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 filed by Foster Wheeler Corporation (the "Company") with the Securities and Exchange Commission on June 1, 1995 (Reg. No. 33-59739) and the Registration Statement on Form S-8 to be filed by the Company and relating to the registration of an additional 1,800,000 shares of Common Stock, par value $1.00 per share, of the Company, which may be transferred from time to time to employees of the Company under the Company's 1995 Stock Option Plan (the "Plan", such shares, the "Additional Shares."). I have examined originals or photostatic or certified copies of such records of the Company, 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 1,800,000 Additional Shares, when awarded in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. 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 filing of this opinion as an Exhibit to the second above-described Registration Statement. Very truly yours, /S/ Thomas R. O'Brien -------------------------------------- Thomas R. O'Brien page eight EX-23 3 CONSENT OF ACCOUNTANTS Exhibit 23a CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Foster Wheeler Corporation on Form S-8 (File No. ) of our report dated January 26, 1999, except for Note 8 for which the date is February 12, 1999, on our audits of the consolidated financial statements of Foster Wheeler Corporation and Subsidiaries as of December 25, 1998 and December 26, 1997, and for each of the three years in the period ended December 25, 1998, which report is included in Foster Wheeler Corporation's Annual Report on Form 10-K. /s/ PriceWaterhouseCoopers LLP ----------------------------------- PriceWaterhouseCoopers LLP New York, New York April 26, 1999 page nine EX-24 4 POWER OF ATTORNEY 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 Common Stock, $1.00 par value, of said Corporation to be issued in connection with said Corporation's 1995 Stock Option Plan, does hereby make, constitute and appoint Richard J. Swift, David J. Roberts, Lisa Fries Gardner, and/or any of them, his or her true and lawful attorney-in-fact and agent, 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 any and all amendments and post-effective amendments thereto, with power where appropriate to fix the corporate seal of said Corporation thereto and to attest said seal, and to file such Registration Statement and any and all amendments thereto, with all exhibits thereto and any and all other documents in connection therewith, 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 thereto 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. page ten IN WITNESS WHEREOF, The undersigned have hereunto set their hands and seals this 23rd day of February, 1999. /S/ Richard J. Swift ------------------------------------------- Richard J. Swift, Chairman, President, Chief Executive Officer & Director (Principal Executive Officer) /S/ David J. Roberts ------------------------------------------- David J. Roberts, Vice Chairman, Chief Financial Officer & Director (Principal Financial Officer) /S/ George S. White ------------------------------------------- George S. White, Vice President & Controller (Principal Accounting Officer) /S/ Eugene D. Atkinson ------------------------------------------- Eugene D. Atkinson, Director /S/ Louis E. Azzato ------------------------------------------- Louis E. Azzato, Director /S/ David J. Farris ------------------------------------------- David J. Farris, Director /S/ E. James Ferland ------------------------------------------- E. James Ferland, Director /S/ Martha Clark Goss ------------------------------------------- Martha Clark Goss, Director /S/ Constance J. Horner ------------------------------------------- Constance J. Horner, Director /S/ Joseph J. Melone ------------------------------------------- Joseph J. Melone, Director /S/ John E. Stuart ------------------------------------------- John E. Stuart, Director page eleven -----END PRIVACY-ENHANCED MESSAGE-----