-----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, I0iU7LEJkk4kA1U50zIOjLfgoNipMPeBPtT+PozUl9lkv6vgK3/DHZMS9ZG6zNin fx/WJlZAOWwzDXfs+9/okA== 0000077543-99-000005.txt : 19990409 0000077543-99-000005.hdr.sgml : 19990409 ACCESSION NUMBER: 0000077543-99-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990408 EFFECTIVENESS DATE: 19990408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERINI CORP CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75905 FILM NUMBER: 99589605 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 S-8 1 PERINI CORPORATION FORM S-8 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Perini Corporation ----------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS ----------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 04-1717070 ----------------------------------------------- (I.R.S. Employer Identification No.) 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701 (508) 628-2000 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PERINI CORPORATION AMENDED AND RESTATED (1997) GENERAL INCENTIVE COMPENSATION PLAN PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION BUSINESS UNIT INCENTIVE COMPENSATION PLAN -------------------------------- (Full title of the plans) DAVID B. PERINI CHAIRMAN OF THE COMPANY PERINI CORPORATION 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701 (508) 628-2000 - ------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Richard A. Soden, Esquire Goodwin, Procter & Hoar LLP Exchange Place, Boston, Massachusetts 02109 (617) 570-1000
Calculation of Registration Fee - -------------------------------------------------------------------------------- Proposed maximum Title of each class of Proposed maximum aggregate offering securities to be Amount to be offering price per price (2) Amount of registered registered (1) share (2) registration fee - -------------------------- -------------------- ---------------------- ---------------------- ---------------------- Common Stock, $1.00 par 280,000 $ 5.09375 $ 1,426,250 $ 397.00 value (3) - -------------------------- -------------------- ---------------------- ---------------------- ----------------------
(1) This Registration Statement also covers such additional Common Shares as may be issuable under the Perini Corporation Amended and Restated (1997) General Incentive Compensation Plan and the Perini Corporation Amended and Restated Construction Business Unit Incentive Compensation Plan as a result of the anti-dilution provisions thereof. (2) Based upon the average of the high and low prices for the shares of Common Stock as reported on the American Stock Exchange Consolidated Reporting System on April 6, 1999. See Rule 457(h). Estimated solely for the purpose of calculating the registration fee. (3) This Registration Statement relates to Rights to purchase shares of Series A Junior Participating Preferred Stock which are attached to all shares of Common Stock outstanding as of, and issued subsequent to, September 26, 1988, pursuant to the terms of the Shareholder Rights Agreement dated as of September 23, 1988, as amended and restated as of May 17, 1990, as further amended and restated as of January 17, 1997 by and between the Registrant and State Street Bank and Trust Company, as Rights Agent. Until the occurrence of certain prescribed events, the Rights are not excercisable, are evidenced by the certificates for the Common Stock and will be transferred with and only with such stock. The Prospectus included in this Registration Statement in accordance with Rule 429 under the Securities Act of 1933, as amended, is a combined prospectus and, in addition to the securities registered hereby, relates to the securities registered in Registration Statement Nos. 33-46961, 33-53190, 33-60654, 33-70206, 33-52967, 33-58519, 333-03417, 333-26423 and 333-51911. 1 This Registration Statement is registering 75,000 additional shares of Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended and Restated (1997) General Incentive Compensation Plan, and 205,000 additional shares of Common Stock for issuance pursuant to the Registrant's Amended and Restated Construction Business Unit Incentive Compensation Plan. Pursuant to instruction E of Form S-8, the contents of Registration Statement Nos. 33-46961, 33-53190, 33-60654, 33-70206, 33-52967, 33-58519, 333-03417, 333-26423 and 333-51911 on Form S-8 are incorporated herein by reference. Item 8. Exhibits The following are filed as exhibits to this Registration Statement. 5 Opinion of Robert E. Higgins, Esq., as to legality 23(a) Consent of Robert E. Higgins, Esq. (see Exhibit 5) 23(b) Consent of Arthur Andersen LLP, Independent Public Accountants 24 Power of Attorney (contained on Signature Page) 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Perini Corporation, certifies that it has reasonable grounds to believe that it meets all 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 Framingham, Massachusetts, on the 8th day of April, 1999. Perini Corporation By: s/David B. Perini David B. Perini Chairman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David B. Perini and Robert Band, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date s/David B. Perini Chairman of the Company and Director April 8, 1999 DAVID B. PERINI (Principal Executive Officer) s/Robert Band Executive Vice President, Chief April 8, 1999 ROBERT BAND Financial Officer (Principal Financial Officer) s/Barry R. Blake Vice President and Controller April 8, 1999 BARRY R. BLAKE (Principal Accounting Officer) 3 Signature Title Date - --------- ----- ---- - ------------------ RICHARD J. BOUSHKA Director April 8, 1999 s/Arthur I. Caplan - ------------------ ARTHUR I. CAPLAN Director April 8, 1999 s/Marshall M. Criser - -------------------- MARSHALL M. CRISER Director April 8, 1999 s/Frederick Doppelt - ------------------- FREDERICK DOPPELT Director April 8, 1999 s/Albert A. Dorman - ------------------ ALBERT A. DORMAN Director April 8, 1999 s/Arthur J. Fox, Jr. - -------------------- ARTHUR J. FOX, JR. Director April 8, 1999 s/Nancy Hawthorne - ----------------- NANCY HAWTHORNE Director April 8, 1999 s/Michael R. Klein - ------------------ MICHAEL R. KLEIN Director April 8, 1999 - ------------------- DOUGLAS J. McCARRON Director April 8, 1999 s/John J. McHale - ---------------- JOHN J. McHALE Director April 8, 1999 - -------------- JANE E. NEWMAN Director April 8, 1999 - --------------- RONALD N. TUTOR Director April 8, 1999 4 INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- 5. Opinion of Robert E. Higgins, Esq., regarding legality - filed herewith. 23(a). Consent of Robert E. Higgins, Esq., (see Exhibit 5). 23(b). Consent of Arthur Andersen LLP, Independent Public Accountants - filed herewith. 24. Power of Attorney (contained on Signature Page). 5 Exhibit 5 April 8, 1999 Perini Corporation 73 Mt. Wayte Avenue Framingham, MA 01701 Re: Registration Statement on Form S-8 Dear Sirs: I am acting as counsel to Perini Corporation, a Massachusetts corporation (the "Company") and am an attorney duly admitted to practice in the Commonwealth of Massachusetts. I refer to the Registration Statement on Form S-8 of the Company with respect to 280,000 shares (the "Subject Shares") of Common Stock, $1.00 par value, of the Company to be issued to certain officers and key employees as incentive compensation under the Company's Amended and Restated (1997) General Incentive Compensation Plan and Amended and Restated Construction Business Unit Incentive Compensation Plan. In connection with the foregoing, I have examined such corporate records and documents and certificates of officers of the Company and have made such other inquiries as I deemed appropriate in order to express the opinion set forth below. Based on the foregoing, I am of the opinion that the Subject Shares have been duly authorized and when issued, will be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof subject to Section 45 of the Massachusetts Business Corporation Law. I am the owner of 60 shares of the Company's Common Stock. I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules or Regulations of the Securities and Exchange Commission thereunder. Very truly yours, s/Robert E. Higgins ------------------- Robert E. Higgins Counsel 6 Exhibit 23(b) 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 February 23, 1999 included in Perini Corporation's Annual Report on Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. s/ Arthur Andersen LLP ---------------------------- ARTHUR ANDERSEN LLP Boston, Massachusetts April 8, 1999 7 -----END PRIVACY-ENHANCED MESSAGE-----