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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-5416910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Summer Street, Boston, Massachusetts 02210
(Address of principal executive offices, including Zip Code)
STONE & WEBSTER, INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
JAMES P. JONES, ESQ.
Vice President, Secretary and General Counsel
Stone & Webster, Incorporated
245 Summer Street
Boston, Massachusetts 02210
(Name and address of agent for service)
(617) 589-5111
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Proposed Proposed
each class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered (1) per share (2) offering price (2) fee
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Common Stock, par value $1.00 980,777 shares $31.31 $30,708,127.87 $8,536.86
per share
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(1) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become deliverable as a result of stock
splits, stock dividends or similar transactions in accordance with the
provisions of the Plan.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely
for purposes of calculating the registration fee and based upon the average of
the high and low prices of the Common Stock on February 1, 1999 as reported in
the consolidated reporting system.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, descriptions, amendments and reports filed
with the Securities and Exchange Commission (the "Commission") by Stone &
Webster, Incorporated ("Stone & Webster" or the "Company") are incorporated by
reference into this Registration Statement:
(a) Stone & Webster's Annual Report on Form 10-K for the year
ended December 31, 1997;
(b) All other reports filed by Stone & Webster pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act "), since December 31, 1997; and
(c) The description of the Company's Common Stock contained in
the Company's registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by Stone & Webster 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 pursuant
hereto 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 hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and the financial statement
schedule of the Company and its Subsidiaries as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing. Such firm has not been and will not receive compensation or an
interest, and is not connected with the registrant or any of its subsidiaries in
the manner described in the instructions to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
grants the Company the power to indemnify each person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him
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in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or in
the right of the Company where the person involved is adjudged to be liable to
the Company except to the extent approved by a court.
Paragraph 14 of Article Sixth of the Company's Restated Certificate
of Incorporation as amended (the "Restated Certificate") provides that the
Company shall indemnify each director, officer, employee and agent of the
Company, his or her, heirs, executors, administrators and all other persons whom
the Company is authorized to indemnify under the provisions of the DGCL, to the
fullest extent permitted by law, (a) against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company), or in
connection with any appeal therein or otherwise, and (b) against all expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of any action or suit by or in the
right of the Company, or in connection with any appeal therein, or otherwise.
Pursuant to Section 102(b)(7) of the DGCL, Paragraph 15 of Article
Sixth of the Company's Restated Certificate eliminates a director's personal
liability for monetary damages to the Company and its stockholders for breaches
of fiduciary duty as a director, except in circumstances involving a breach of a
director's duty of loyalty to the Company or its stockholders, acts or omissions
not in good faith, intentional misconduct, knowing violations of the law, the
unlawful payment of dividends or repurchase of stock, or a transaction from
which the director derived an improper personal benefit.
The Company has purchased from the American International Group a
Directors and Officers Liability and Company Reimbursement policy under which
the directors and officers of the Company and its subsidiaries are insured
against loss arising from any claim made against them by reason of any wrongful
act in their respective capacities as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company, as amended,
filed as Exhibit 3(i) to the Company's Registration Statement on Form
S-4 (File No. 333-57961) filed with the Commission on June 29, 1998,
is incorporated by reference.
4.2 By-laws of the Company, as amended, filed as Exhibit 3(ii) to the
Company's Registration Statement on Form S-4 (File No. 333-57961)
filed with the Commission on June 29, 1998, is incorporated by
reference.
4.3 Rights Agreement, dated as of August 15, 1996, between Stone &
Webster, Incorporated and ChaseMellon Shareholder Services, L.L.C.,
filed as Exhibit 1.1 to the Company's Registration Statement on Form
8-A filed with the Commission on August 16, 1996, is incorporated by
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reference.
4.4 Stone & Webster, Incorporated Long-Term Incentive Compensation Plan,
amended as of May 14, 1998.
5 Opinion of Coudert Brothers.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (included on the signature page hereof).
ITEM 9. UNDERTAKINGS
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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose 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 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.
The undersigned registrant hereby undertakes that, for 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this
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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.
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 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT 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 CITY OF BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON FEBRUARY 5,
1999.
STONE & WEBSTER, INCORPORATED
By: /s/ Thomas L. Langford
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Thomas L. Langford
Executive Vice President
POWER OF ATTORNEY
We, the undersigned officers and directors of Stone & Webster,
Incorporated, hereby severally constitute and appoint H. Kerner Smith and James
P. Jones, and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ H. Kerner Smith Chairman, President and Chief Executive February 5, 1999
- ---------------------------- Officer & Director (Principal Executive Officer) ----------------
H. Kerner Smith
/s/ Thomas L. Langford Executive Vice President February 5, 1999
- ---------------------------- (Principal Financial Officer) ----------------
Thomas L. Langford
/s/ Daniel P. Levy Vice President & Controller February 5, 1999
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Daniel P. Levy
/s/ Donna F. Bethell Director February 5, 1999
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Donna F. Bethell
Director
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Frank J. A. Cilluffo
/s/ Kent F. Hansen Director February 5, 1999
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Kent F. Hansen
/s/ Elvin R. Heiberg III Director February 5, 1999
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Elvin R. Heiberg III
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/s/ David N. McCammon Director February 5, 1999
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David N. McCammon
/s/ J. Angus McKee Director February 5, 1999
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J. Angus McKee
/s/ John P. Merrill, Jr. Director February 5, 1999
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John P. Merrill, Jr.
/s/ Bernard W. Reznicek Director February 5, 1999
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Bernard W. Reznicek
Director
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Peter M. Wood
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
4.1 Restated Certificate of Incorporation of the Company, as
amended, filed as Exhibit 3(i) to the Company's
Registration Statement on Form S-4 (File No. 333-57961)
filed with the Commission on June 29, 1998, is
incorporated by reference.
4.2 By-laws of the Company, as amended, filed as Exhibit 3(ii)
to the Company's Registration Statement on Form S-4 (File
No. 333-57961) filed with the Commission on June 29,
1998, is incorporated by reference.
4.3 Rights Agreement, dated as of August 15, 1996, between
Stone & Webster, Incorporated and ChaseMellon
Shareholder Services, L.L.C., filed as Exhibit 1.1 to the
Company's Registration Statement on Form 8-A filed with
the Commission on August 16, 1996, is incorporated by
reference.
4.4 Stone & Webster, Incorporated Long-Term Incentive
Compensation Plan, amended as of May 14, 1998.
5 Opinion of Coudert Brothers.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (included on the signature page hereof).