As filed with the Securities and Exchange Commission on June 27, 2001.
Registration No. 003-59739
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOSTER WHEELER LTD.
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(Exact name of issuer as specified in its charter)
Bermuda N/A
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Perryville Corporate Park
Clinton, New Jersey 08809-4000
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(Address of principal executive offices) (Zip Code)
1995 STOCK OPTION PLAN OF FOSTER WHEELER INC.
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(Full title of the Plan)
Thomas R. O'Brien, Esq.
General Counsel and Senior Vice President
Perryville Corporate Park
Clinton, New Jersey 08809-4000
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(Name and Address of Agent for Service)
(908) 730-4020
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(Telephone number of Agent for Service)
This document consists of 8 sequentially numbered pages. The Exhibit Index
is contained on page 6.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statment") is filed
by Foster Wheeler Ltd. in order to take into account the effect of assumption of
the Foster Wheeler Corporation 1995 Stock Option Plan, renamed the 1995 Stock
Option Plan of Foster Wheeler Inc. (the "Plan") by Foster Wheeler Inc., formerly
known as Foster Wheeler US Holdings, Inc., a wholly owned, indirect subsidiary
of Foster Wheeler Ltd., in connection with the transactions effected by the
Agreement and Plan of Merger, dated as of May 25, 2001, by and among Foster
Wheeler Corporation, a New York corporation, Foster Wheeler Ltd., a Bermuda
company and Foster Wheeler LLC, a Delaware limited liability company.
Item 3. Incorporation by reference
The registrant hereby incorporates the following documents by reference:
(a) Annual Report on Form 10-K/A for the year ended December 29, 2000,
filed on May 11, 2001 (File No. 1-286-2);
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 2001, filed on May 14, 2001 (File No. 1-286-2);
(c) The description of the registrant's Preferred Stock Purchase
Rights and the registrant's specimen stock certificate contained in the
registrant's Current Report on Form 8-K, filed on May 25, 2001 (File No.
1-286-2);
(d) The registrant's Registration Statement on Form S-4, filed on
March 9, 2001 (Reg. No. 333-52468);
(e) The registrant's Current Report on Form 8-K, filed on May 30, 2001
(File No. 1-286-2).
All reports and other documents subsequently filed by the registrant
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
hereby have been sold or which de-registers all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of named experts and counsel.
Certain legal matters in connection with the Foster Wheeler Ltd. common
shares have been passed upon for the registrant by its Bermuda counsel, Conyers
Dill & Pearman.
Item 6. Indemnification of Directors and Officers
Pursuant to the provisions of the Companies Act 1981 of Bermuda, the
Company has adopted provisions in its Bye-Laws which require that the Directors,
Secretary and other Officers (such term to include, for the purposes of Bye-laws
27 and 28, any Person appointed to any committee of the Board) for the time
being acting in relation to any of the affairs of the Company and the liquidator
or trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, and their heirs, executors and
administrators, shall be indemnified and secured harmless out of the assets of
the Company from and against all liabilities, losses, actions damages or
expenses (including, but not limited to, liabilities under contract, tort and
statute or any applicable foreign law or regulation and all reasonable legal and
other costs and expenses properly payable) which they or any of them, their
heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of
their duty, or supposed duty, or in their respective offices or trusts, and none
of them shall be answerable for the acts, receipts, neglects or defaults of the
others of them or for joining in any receipts for the sake of conformity, or for
any bankers or other Persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, provided that this indemnity shall
not extend to any matter that would render it void by the operation of any
applicable law in respect of any fraud, dishonesty or wilful misconduct which
may attach to any of said Persons. The indemnity in this Bye-law 27 shall extend
to any Person acting as a Director, Secretary or other Officer in the reasonable
belief that they have been appointed or elected, notwithstanding any defect in
such appointment or election.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Listed in the attached Index.
Item 9. Undertakings.
The Company 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 purpose of determining any liability under the Securities Act
of 1933 (the "Securities Act"), 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 that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 6 above, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant, Foster
Wheeler Ltd., 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 Town of Clinton, State of New Jersey on the 27th day of
June 2001.
FOSTER WHEELER LTD.
(Registrant)
By: /s/ Lisa Fries Gardner
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Lisa Fries Gardner
Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of
Foster Wheeler Ltd. whose signature follows constitutes and appoints Lisa Fries
Gardner, as such person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) of and supplements to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent 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 to all intents and purposes and as fully as
such person might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, or a substitute or 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 by
the following persons in the capacities and on the date or dates indicated.
Signature Date
/s/ Richard J. Swift
- - -------------------------------- June 26, 2001
Richard J. Swift
Chairman of the Board of Directors, President and
Chief Executive Officer
/s/ Gilles A. Renaud
- - -------------------------------- June 26, 2001
Gilles A. Renaud
Senior Vice President and Chief Financial Officer
/s/ Robin A. Kornmeyer
- - -------------------------------- June 26, 2001
Robin A. Kornmeyer
Controller
/s/ Eugene D. Atkinson
- - -------------------------------- June 26, 2001
Eugene D. Atkinson
Director
/s/ Louis E. Azzato
- - -------------------------------- June 26, 2001
Louis E. Azzato
Director
/s/ John P. Clancey
- - -------------------------------- June 26, 2001
John P. Clancey
Director
/s/ David J. Farris
- - -------------------------------- June 26, 2001
David J. Farris
Director
/s/ E. James Ferland
- - -------------------------------- June 26, 2001
E. James Ferland
Director
/s/ Martha Clark Goss
- - -------------------------------- June 26, 2001
Martha Clark Goss
Director
/s/ Constance J. Horner
- - -------------------------------- June 26, 2001
Constance J. Horner
Director
/s/ Joseph J. Melone
- - -------------------------------- June 26, 2001
Joseph J. Melone
Director
/s/ James E. Schessler
- - -------------------------------- June 26, 2001
James E. Schessler
Senior Vice President and Director
/s/ John E. Stuart
- - -------------------------------- June 26, 2001
John E. Stuart
Director
EXHIBIT INDEX
4.1 Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to
the registrant's Current Report on Form 8-K, filed on May 25, 2001 (File no.
1-286-2).
5.1 Opinion of Conyers Dill & Pearman as to the legality of the securities
offered
23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in this Registration Statement).
99.1 1995 Stock Option Plan of Foster Wheeler Inc.