As filed with the Securities and Exchange Commission on October 6, 2003
Registration No. 333-64442
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands None
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Polarisavenue 31
2132 GE Hoofddorp
The Netherlands
(Address of Registrant's Principal Executive Offices)
CHICAGO BRIDGE & IRON
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ROBERT H. WOLFE, ESQ.
CHICAGO BRIDGE & IRON COMPANY
2103 Research Forest Drive
The Woodlands, Texas 77380
(Name and Address of Agent For Service)
(832)513-1231
(Telephone Number, Including Area Code, of Agent for Service)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(File No. 333-64442) dated June 26, 2001 (the "Original Registration Statement")
is being filed by Chicago Bridge & Iron Company N.V. (the "Registrant") for the
primary purpose of filing Exhibit No. 5, Opinion re Legality, and the Registrant
hereby incorporates by reference in its entirety (except as set forth herein)
the contents of the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2003 and June 30, 2003, respectively;
(c) Current Reports on Form 8-K dated January 22, 2003, May 1, 2003,
June 16, 2003 and July 30, 2003; and
(d) The description of the Registrant's common stock, par value Euro
0.01 per share, contained in Amendment No. 2 dated September 24,
2002 to the Registrant's Registration Statement on Form 8-A filed
with the Commission under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") including any
amendments or reports filed for the purpose of updating such
description.
All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that the securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 25 of the Registrant's Articles of Association, as amended (the
"Articles of Association") provides that a current or former director or officer
of the Registrant shall be indemnified by the Registrant against:
(a) all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred in
connection with any litigation or other legal proceeding (other
than an action by or in the right of the Registrant) brought
against him by virtue of his position as a director or officer of
the Registrant 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 Registrant, and, with respect to any criminal
action or proceeding, had no reasonably cause to believe his
conduct was unlawful or outside of his mandate; and
(b) all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred in
connection with any action by or in the right of the Registrant
brought against him by virtue of his position as a director or
officer of the Registrant 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 Registrant, except that no indemnification
shall be made with respect to any matter as to which such person
shall have been adjudged to
be liable for gross negligence or willful misconduct in the
performance of his duty to the Registrant, unless a court
determines that, despite such adjudication but in view of all of
the circumstances, he is fairly and reasonably entitled to
indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director of officer
has been successful, on the merits or otherwise, in defense of any such
litigation, action or claim, he is required to be indemnified by the Registrant
against all expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith. Expenses may be advanced to a director or
officer at his request and upon resolution of the Supervisory Board, provided
that he undertakes to repay the amount advanced if it is ultimately determined
that he is not entitled to indemnification for such expenses. Indemnification is
only required to be made if a majority of Supervisory Directors not a party to
the action or, if all Supervisory Directors are named as partners to the action,
independent legal counsel, or the general meeting of shareholders, determines
that the applicable standard of conduct required for indemnification has been
met.
Article 25 of the Articles of Association further provides that the
indemnification provided therein is not exclusive of any other right to which a
person seeking indemnification may be entitled under the laws of The Netherlands
(as from time to time amended) or under any agreement, resolution of the general
meeting of shareholders or of the disinterested members of the Supervisory Board
or otherwise.
Article 25 of the Articles of Association also provides that directors
of the Registrant will not be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii) for any
transaction from which the director derived an improper personal benefit or (iv)
for personal liability which is imposed by the law of The Netherlands, as from
time to time amended.
The Registrant has entered into indemnification agreements
with certain of its directors providing for indemnification similar to that
provided in the Articles of Association. The Registrant has also obtained
officers' and directors' liability insurance in amounts it believes are
reasonable under the circumstances.
ITEM 8. EXHIBITS.
All the exhibits filed or incorporated by reference in the Original
Registration Statement are incorporated by reference into, and shall be deemed
part of, this Post-Effective Amendment No. 1, except the following, which are
filed herewith:
4.3 Articles of Association, as amended, of the Registrant, are
incorporated by reference to Exhibit 3 of Registrant's Form
10-K/A dated May 31, 2002, amending Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.
5 Legality Opinion of DeBrauw Blackstone Westbroek P.C.
23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants.
23.2 Consent of DeBrauw Blackstone Westbroek P.C. (included in
Exhibit 5)
24.1 Substitute Power of Attorney
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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The Woodlands, Texas,
on October 3, 2003.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: Chicago Bridge & Iron Company B.V.
Managing Director
By: /s/ Richard E. Goodrich
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Managing Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ Gerald M. Glenn* Managing Director of October 3, 2003
--------------------------------------- Registrant
Chicago Bridge & Iron Company B.V.
/s/ Richard E. Goodrich Vice President and Chief October 3, 2003
--------------------------------------- Financial Officer of CBIC
Richard E. Goodrich (Principal Financial Officer)
/s/ Tom C. Rhodes Controller of CBIC October 3, 2003
--------------------------------------- (Principal Accounting Officer)
Tom C. Rhodes
/s/ Gerald M. Glenn* Supervisory Director, October 3, 2003
--------------------------------------- and President, Chief Executive
Gerald M. Glenn Officer of CBIC (Principal
Executive Officer)
/s/ Gary L. Neale* Supervisory Director October 3, 2003
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Gary L. Neale
/s/ Vincent L. Kontny* Supervisory Director October 3, 2003
---------------------------------------
Vincent L. Kontny
/s/ J. Charles Jennett* Supervisory Director October 3, 2003
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J. Charles Jennett
/s/ Marsha C. Williams* Supervisory Director October 3, 2003
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Marsha C. Williams
/s/ Jerry H. Ballengee* Supervisory Director October 3, 2003
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Jerry H. Ballengee
/s/ L. Donald Simpson* Supervisory Director October 3, 2003
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L. Donald Simpson
Registrant's Agent for
Service in the United States
/s/ Robert H. Wolfe, Esq.*
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Robert H. Wolfe, Esq.
*By: /s/ Richard E. Goodrich
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Richard E. Goodrich, Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequential Page
Number Description Number
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4.3 Articles of Association, as amended, of the Registrant, are Incorporated by
incorporated by reference to Exhibit 3 of Registrant's Form reference
10-K/A dated May 31, 2002, amending Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.
5 Legality Opinion of DeBrauw Blackstone Westbroek P.C.
23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants.
23.2 Consent of DeBrauw Blackstone Westbroek P.C. (included in
Exhibit 5)
24.1 Substitute Power of Attorney