UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | January 24, 2005 |
The Shaw Group Inc.
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(Exact name of registrant as specified in its charter)
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| Louisiana | 1-12227 | 72-1106167 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4171 Essen Lane, Baton Rouge, Louisiana | | 70809 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 225-932-2500 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On January 24, 2005, at the 2005 Annual Meeting of the Shareholders of The Shaw Group Inc., a Louisiana corporation, (the "Company"), the shareholders of the Company approved an amendment to the Company’s 2001 Employee Incentive Compensation Plan, which amendment increases from 50,000 to 300,000 shares, the maximum number of shares of the Company’s common stock that may be allotted to any individual pursuant to a restricted stock award in any fiscal year.
The amendment is effective as of January 24, 2005. A copy of the Company’s 2001Employee Incentive Compensation Plan, as amended and restated through January 24, 2005, is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference to such Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed as an Exhibit to this Current Report on Form 8-K.
10.1 2001 Employee Incentive Compensation Plan (as amended and restated through January 24, 2005).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | The Shaw Group Inc. |
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| January 26, 2005 | | By: | | Gary P. Graphia
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| | | | | Name: Gary P. Graphia |
| | | | | Title: Secretary and General Counsel |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | 2001 Employee Incentive Compensation Plan (as amended and restated through January 24, 2005) |
