As filed with the Securities and Exchange Commission on March 12, 2010
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
The Babcock & Wilcox Company
(exact name of registrant as specified in its charter)
| Delaware | 80-0558025 | |
(State 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) | |
Registrant’s telephone number, including area code: (434) 522-6800
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Registered | Name of Each Exchange on Which Such Class will be Registered | |
| Common Stock, par value $0.01 per share | The New York Stock Exchange, Inc. |
Securities to be registered pursuant to Section 12(g) of the Act:
None
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 þ | Smaller reporting company ¨ | |||
| (Do not check if a smaller reporting company) | ||||||
THE BABCOCK & WILCOX COMPANY
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
We have filed our information statement as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
Item | Item Caption | Location in Information Statement | ||
| 1. | Business. | See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Information,” “The Spin-Off,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Relationship with McDermott After the Spin-Off” and “Management.” | ||
| 1A. | Risk Factors. | See “Risk Factors.” | ||
| 2. | Financial Information. | See “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” | ||
| 3. | Properties. | See “Business.” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management. | See “Security Ownership of Certain Beneficial Owners and Management.” | ||
| 5. | Directors and Executive Officers. | See “Management.” | ||
| 6. | Executive Compensation. | See “Management” and “Executive Compensation.” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence. | See “Summary,” “Risk Factors,” “Management,” “Certain Relationships and Related Transactions” and “Relationship with McDermott After the Spin-Off.” | ||
| 8. | Legal Proceedings. | See “Business—Legal Proceedings.” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. | See “Summary,” “Risk Factors,” “The Spin-Off,” “Dividend Policy” and “Description of Capital Stock.” | ||
| 10. | Recent Sales of Unregistered Securities. | Not Applicable. | ||
| 11. | Description of Registrant’s Securities to be Registered. | See “Description of Capital Stock.” | ||
| 12. | Indemnification of Directors and Officers. | See “Indemnification of Directors and Officers.” | ||
| 13. | Financial Statements and Supplementary Data. | See “Summary,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data” and “Index to Financial Statements.” | ||
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Item | Item Caption | Location in Information Statement | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | Not Applicable. | ||
| 15. | Financial Statements and Exhibits. | |||
| (a) | Combined Financial Statements: The following financial statements are included in the information statement and filed as part of this Registration Statement: | |||
| Combined Balance Sheets as of December 31, 2009 and 2008 | ||||
| Combined Statements of Income for the years ended December 31, 2009, 2008 and 2007 | ||||
| Combined Statements of Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and 2007 | ||||
| Combined Statements of Parent Equity (Deficit) as of December 31, 2009, 2008 and 2007 | ||||
| Combined Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007 | ||||
| Notes to Combined Financial Statements | ||||
Report of Independent Registered Public Accounting Firm | ||||
| (b) | Combined Financial Statements Schedules: Schedule II is filed with this information statement. All other schedules for which provision is made in the applicable regulations of the SEC have been omitted because they are not required under the relevant instructions or because the required information is included in the financial statements or the related notes contained in this information statement. | |||
| (c) | Exhibits. The following documents are filed as exhibits hereto: | |||
Exhibit Number | Exhibit Description | |
| 2.1* | Form of Master Separation Agreement | |
| 3.1* | Form of Restated Certificate of Incorporation of the Registrant | |
| 3.2* | Form of Amended and Restated Bylaws of the Registrant | |
| 10.1* | Form of Tax Sharing Agreement | |
| 10.2* | Form of Employee Matters Agreement | |
| 10.3* | Form of Transition Services Agreement | |
| 10.4* | Form of Captive Insurance Company Transition Agreement | |
| 10.5* | Form of The Babcock & Wilcox Company 2010 Incentive Compensation Plan | |
| 10.6* | Forms of Award Agreements Under The Babcock & Wilcox Company 2010 Incentive Compensation Plan | |
| 21.1 | List of Subsidiaries | |
| 99.1 | Information Statement, Subject to Completion, dated March 12, 2010 | |
| * | To be filed by amendment. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 12, 2010
| THE BABCOCK & WILCOX COMPANY | ||||
| By: | /S/ BRANDON C. BETHARDS | |||
| Name: | Brandon C. Bethards | |||
| Title: | President and Chief Executive Officer | |||
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EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 2.1* | Form of Master Separation Agreement | |
| 3.1* | Form of Restated Certificate of Incorporation of the Registrant | |
| 3.2* | Form of Amended and Restated Bylaws of the Registrant | |
| 10.1* | Form of Tax Sharing Agreement | |
| 10.2* | Form of Employee Matters Agreement | |
| 10.3* | Form of Transition Services Agreement | |
| 10.4* | Form of Captive Insurance Company Transition Agreement | |
| 10.5* | Form of The Babcock & Wilcox Company 2010 Incentive Compensation Plan | |
| 10.6* | Forms of Award Agreements Under The Babcock & Wilcox Company 2010 Incentive Compensation Plan | |
| 21.1 | List of Subsidiaries | |
| 99.1 | Information Statement, Subject to Completion, dated March 12, 2010 | |
| * | To be filed by amendment. |
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