-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BXkn64MblS/S91Yo/2/BKAddlfSNfQam5AF79fzrw48Sh8MEDJ8l9HptRY/2hlAa esjEbDSty76AOy9EGTb7iw== 0000912057-94-001260.txt : 19940405 0000912057-94-001260.hdr.sgml : 19940405 ACCESSION NUMBER: 0000912057-94-001260 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 033-046961- REFERENCES 429: 033-053190- REFERENCES 429: 033-060654- REFERENCES 429: 033-070206- FILED AS OF DATE: 19940404 19940423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERINI CORP CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: 1540 IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52967 FILM NUMBER: 94520178 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 S-8 1 FORM S-8 Registration No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 GENERAL INCENTIVE COMPENSATION PLAN PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION BUSINESS UNIT INCENTIVE COMPENSATION PLAN ----------------------------------------------------- (Full title of the plans) DAVID B. PERINI CHAIRMAN AND PRESIDENT 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: Thomas W. Jackson, Esq. Jacobs Persinger & Parker 77 Water Street, New York, New York 10005 (212) 344-1866 Calculation of Registration Fee - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Proposed Title of each maximum class of Amount Proposed maximum aggregate Amount of securities to to be offering price offering registration be registered registered(1) per share(2) price(2) fee - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Common Stock, 235,000 $13.0625 $3,069,687.50 $1,058.43 $1.00 par value - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ (1) This Registration Statement also covers such additional Common Shares as may be issuable under the Perini Corporation Amended and Restated General Incentive Compensation Plan and 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 March 31, 1994. See Rule 457(h). Estimated solely for the purposes of calculating the registration fee.
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 and 33- 70206. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Registration Statement is registering 235,000 additional shares of Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended and Restated General Incentive Compensation Plan and Amended and Restated Construction Business Unit Incentive Compensation Plan. The contents of Registration Statement Nos. 33-46961, 33-53190, 33-60654 and 33-70206 on Form S-8 are incorporated herein by reference. Item 8. Exhibits The following are filed as exhibits to this Registration Statement. 23 Consent of Arthur Andersen & Co., Independent Public Accountants 24 Power of Attorney (contained on Signature Page) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by Perini Corporation (the "Registrant") with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 are incorporated in this Registration Statement by reference: (i) the Registrant's Annual Report on Form 10-K for 1993 including the consolidated financial statements and related schedules filed pursuant to Section 13 of the 1934 Act; (ii) the Registrant's Proxy Statement, dated April 13, 1994, to be used in connection with the Annual Meeting of Stockholders to be held on May 19, 1994; and (iii) the description of Common Stock of the Registrant contained under the caption "Capital Stock to be Registered" in Registrant's Registration Statement on Form 8-A dated May 10, 1973, as supplemented and updated by Registrant's Current Report on Form 8-K (Date of earliest reportable event: September 26, 1988), and Registrant's Current Report on Form 8-K (Date of earliest reportable event: May 17, 1990). All reports or other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered 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 thereof from the date of filing of such reports or documents. Item 4. Description of Securities. Not applicable. II-1 Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Restated Articles of Organization, as amended, of the Registrant provide for the elimination of liability of directors to the Registrant or its stockholders for monetary damages for negligent acts or omissions to the extent permitted by Section 13 of the Business Corporation Law of the Commonwealth of Massachusetts. Section 67 of the Business Corporation Law of the Commonwealth of Massachusetts gives corporations the power to indemnify directors, officers, employees and other agents and persons under certain circumstances. The By-laws of the Registrant provide for indemnification of officers, directors and certain other corporate representatives for all expenses incurred by them in defense of any proceeding or lawsuit in which they are successful on the merits. In such a situation, the right to receive indemnification is mandatory and does not require an affirmative determination by the Board of Directors. The By-laws also authorize indemnification of officers, directors and certain other corporate representatives for expenses and liabilities in cases other than those in which they are successful on the merits, subject to specified conditions. No indemnification shall be provided with respect to any matter as to which an officer, director or corporate representative shall have been adjudicated not to have acted in good faith and in the reasonable belief that his action was in the best interest of the Registrant, or, with respect to a criminal matter, that he had reasonable cause to believe that his conduct was unlawful. No indemnification shall be provided for any director or officer or corporate representative with respect to a proceeding by or in the right of the Registrant in which he is adjudicated to be liable to the Registrant. The By-laws provide that if a proceeding is compromised or settled in a manner which imposes a liability or obligation upon a director or officer or corporate representative, no indemnification shall be provided to him with respect to (i) a proceeding by or in the right of the Registrant unless the Board of Directors determines in its discretion that indemnification is appropriate under the circumstances, and (ii) any other type of proceeding if it is II-2 determined by the Board of Directors that said director or officer or corporate representative is ineligible to be indemnified under the By-laws of the Registrant. The By-laws provide that any indemnification other than mandatory indemnification shall be authorized in each case as determined by the Board of Directors, which may act on the indemnification request notwithstanding that one or more of its members are parties to the proceeding or otherwise have an interest in such indemnification. The By-laws also authorize the Registrant to purchase and maintain insurance on behalf of officers and directors against liabilities incurred by them in their capacities as such, whether or not the Registrant would have been able to indemnify them for such liabilities. In January 1987, the Registrant established the Perini Corporation Indemnity Trust to assure that independent fiduciaries will administer the indemnification obligations of the Registrant to its directors, officers, employees and agents pursuant to the laws of Massachusetts, its Restated Articles of Organization, as amended, By-laws, and indemnity contracts or agreements. State Street Bank & Trust Company is the trustee. The Perini Corporation Indemnity Trust currently has assets of nominal value but these could be increased at any time. The By-laws of the Registrant authorized the Registrant to enter into specific agreements with its officers and directors to indemnify them to the full extent permitted by law. In December 1986, the Board of Directors approved and the Registrant entered into indemnification agreements with each of its directors and certain of its officers. These indemnification agreements were ratified by stockholders at the 1987 Annual Meeting. The Registrant has a one-year insurance policy, effective July 1, 1993, with National Union Fire Insurance Company insuring directors and officers against certain liabilities they may incur, including liabilities under the Securities Act of 1933, as amended. This policy contains standard reimbursement provisions to an aggregate limit of $15 million and a corporate retention of $200,000 for expenses reimbursable to the directors and/or officers of the Registrant. The policy contains various reporting requirements and exclusions. The Registrant also has a one-year insurance policy, effective July 1, 1993, with The Fidelity and Casualty Company of New York, insuring directors and officers against certain liabilities in the amount of $5 million excess over the primary coverage. II-3 Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits EXHIBIT NO. DESCRIPTION 4(a). Certificate of Vote of Directors Establishing a Series of a Class of Stock determining the relative rights and preferences of the $21.25 Convertible Exchangeable Preferred Stock. 4(b). Form of Deposit Agreement, including form of Depositary Receipt. 4(c). Form of Indenture with respect to the 8-1/2% Convertible Subordinated Debentures Due June 15, 2012, including form of Debenture. 4(d). Shareholder Rights Agreement and Certificate of Vote of Directors adopting a Shareholders Rights Plan providing for the issuance of a Series A Junior Participating Cumulative Preferred Stock purchase rights as a dividend to all shareholders of record on October 6, 1988, as amended on May 17, 1990. 23. Consent of Arthur Andersen & Co., Independent Public Accountants. 24. Power of Attorney. 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 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. (2) That, for the purposes 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 II-4 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 the 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 that is incorporated by reference in the 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 provisions described in Item 6 above, 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 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. II-5 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 4th day of April, 1994. PERINI CORPORATION By: /s/ David B. Perini --------------------------- DAVID B. PERINI Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David B. Perini, James M. Markert and Robert E. Higgins, 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, President, Chief April 4, 1994 - ---------------------- Executive Officer and Director DAVID B. PERINI (Principal Executive Officer) /s/ James M. Markert Senior Vice President - Finance April 4, 1994 - ---------------------- and Administration and Director JAMES M. MARKERT (Principal Financial Officer)
II-6
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Barry R. Blake Vice President and Controller April 4, 1994 - ---------------------- (Principal Accounting Officer) BARRY R. BLAKE /s/ Richard J. Boushka Director April 4, 1994 - ---------------------- RICHARD J. BOUSHKA /s/ Marshall M. Criser Director April 4, 1994 - ---------------------- MARSHALL M. CRISER /s/ Thomas E. Dailey Director April 4, 1994 - ---------------------- THOMAS E. DAILEY /s/ Albert A. Dorman Director April 4, 1994 - ---------------------- ALBERT A. DORMAN /s/ Arthur J. Fox, Jr. Director April 4, 1994 - ---------------------- ARTHUR J. FOX, JR. /s/ Nancy Hawthorne Director April 4, 1994 - ---------------------- NANCY HAWTHORNE /s/ Marshall A. Jacobs Director April 4, 1994 - ---------------------- MARSHALL A. JACOBS /s/ Robert M. Jenney Director April 4, 1994 - ---------------------- ROBERT M. JENNEY /s/ John J. McHale Director April 4, 1994 - ---------------------- JOHN J. McHALE /s/ Jane E. Newman Director April 4, 1994 - ---------------------- JANE E. NEWMAN /s/ Bart W. Perini Director April 4, 1994 - ---------------------- BART W. PERINI /s/ Joseph R. Perini Director April 4, 1994 - ---------------------- JOSEPH R. PERINI
II-7 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 4(a). Certificate of Vote of Directors Establishing a Series of a Class of Stock determining the relative rights and preferences of the $21.25 Convertible Exchangeable Preferred Stock (incorporated by reference to Exhibit 4(a) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33-14434)). 4(b). Form of Deposit Agreement, including form of Depositary Receipt (incorporated by reference to Exhibit 4(b) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33-14434)). 4(c). Form of Indenture with respect to the 8-1/2% Convertible Subordinated Debentures Due June 15, 2012, including form of Debenture (incorporated by reference to Exhibit 4(c) to Registrant's Amendment No. 1 to Form S-2 Registration Statement (No. 33-14434)). 4(d). Shareholder Rights Agreement and Certificate of Vote of Directors adopting a Shareholders Rights Plan providing for the issuance of a Series A Junior Participating Cumulative Preferred Stock purchase rights as a dividend to all shareholders of record on October 6, 1988 (incorporated by reference to exhibit to Registrant's Current Report on Form 8-K (Date of earliest reportable event: September 26, 1988)), as amended on May 17, 1990 (incorporated by reference to exhibit to Registrant's Current Report on Form 8-K (Date of earliest reportable event: May 17, 1990)). 23. Consent of Arthur Andersen & Co., Independent Public Accountants. 24. Power of Attorney (contained on Signature Page). EX-23 2 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 11, 1994 included in Perini Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen & Co. ARTHUR ANDERSEN & CO. Boston, Massachusetts, April 4, 1994 -----END PRIVACY-ENHANCED MESSAGE-----