As filed with the Securities and Exchange Commission on June 14, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4412642
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
200 EAST RANDOLPH DRIVE 60601
CHICAGO, ILLINOIS (Zip code)
(Address of principal executive offices)
FMC TECHNOLOGIES, INC. INCENTIVE COMPENSATION AND STOCK PLAN
(Full title of the plan)
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WILLIAM H. SCHUMANN III
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FMC TECHNOLOGIES, INC.
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Name and address of agent for service)
(312) 861-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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| AMOUNT TO | PROPOSED | PROPOSED | AMOUNT OF
| BE | MAXIMUM | MAXIMUM |REGISTRATION
| REGISTERED | OFFERING | AGGREGATE | FEE
| (NO. OF | PRICE PER | OFFERING |
| SHARES) (2)| SHARE (3) | PRICE |
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| | | |
Common Stock $.01 par | | | |
value (and its associated| 12,000,000 | $20.00 | $240,000,000 | $60,000
preferred stock purchase | | | |
rights) (1) | | | |
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(1)Each share of Common Stock is accompanied by a right to purchase Junior
Participating Preferred Stock of the Registrant. Prior to the occurrence of
certain events, none of which have occurred as of this date, the rights will
not be exercisable or evidenced separately from the Common Stock.
(2)Represents the maximum number of shares that may be issued under the
Registrant's Incentive Compensation and Stock Plan.
(3)Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(h), based on $20.00, the initial public offering price of the
Registrant's Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by FMC Technologies, Inc.
(hereinafter the "Company" or the "Registrant") with the Commission pursuant to
the Securities Act are incorporated by reference herein and shall be deemed to
be a part hereof:
(a) The Registrant's prospectus that was filed pursuant to Rule 424(b)
under the Securities Act on June 14, 2001 relating to the
Registrant's Registration Statement on Form S-1
(File No. 333-55920).
(b) The description of the Registrant's common stock and associated
preferred share purchase rights that is contained in the
Registrant's Registration Statement on Form 8-A filed on May 11,
2001, including any amendment or report filed for the purpose of
updating such description.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder
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. In this Registration
Statement, the Company refers to these documents, and the documents enumerated
above, as the "incorporated documents."
Any statement contained in an incorporated document will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
incorporated document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's common stock and the associated preferred
share purchase rights will be passed upon for the Company by Steven H. Shapiro,
Deputy General Counsel of the Company, who holds options to acquire 13,320
shares of the Registrant's common stock and the associated preferred share
purchase rights.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides as follows:
A corporation shall have the power to indemnify any 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 (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation 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 the person in connection with such
action, suit or proceeding if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the person's conduct was
unlawful.
A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the cir-
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cumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
As permitted by the General Corporation Law of the State of Delaware, the
Registrant has included in its Certificate of Incorporation a provision to
eliminate the personal liability of its directors for monetary damages for
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the Registrant's Certificate of Incorporation and Bylaws provide that
the Registrant is required to indemnify its officers and directors under certain
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and the Registrant is required to advance expenses
to its officers and directors as incurred in connection with proceedings against
them for which they may be indemnified.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 7.
ITEM 9. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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;
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PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if this registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under 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 which remain unsold at the termination
of the offering.
* * *
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 this 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, FMC Technologies, Inc.
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 County of Cook, and the State of Illinois, on this 14th day
of June, 2001.
FMC TECHNOLOGIES, INC.
(Registrant)
By: /s/ Ronald D. Mambu
-----------------------------------
Name: Ronald D. Mambu
Title: Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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* Chairman and Director June 14, 2001
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Robert N. Burt
Chief Executive Officer, June 14, 2001
President and Director
* (Principal Executive Officer)
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Joseph H. Netherland
* Director June 14, 2001
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Mike R. Bowlin
* Director June 14, 2001
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B.A. Bridgewater, Jr.
* Director June 14, 2001
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Asbjorn Larsen
* Director June 14, 2001
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Edward J. Mooney
* Director June 14, 2001
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William F. Reilly
* Director June 14, 2001
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James M. Ringler
* Director June 14, 2001
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James R. Thompson
Senior Vice President and Chief June 14, 2001
* Financial Officer
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William H. Schumann III
Vice President and Controller June 14, 2001
* (Principal Accounting Officer)
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Ronald D. Mambu
* Steven H. Shapiro, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an exhibit to this
Registration Statement.
/s/ Steven H. Shapiro
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By: Steven H. Shapiro
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
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3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
4.1 Form of Specimen Certificate for the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended (File
No. 333-55920))
4.2 Preferred Share Purchase Rights Agreement, dated as of
June 5, 2001, by and between the Registrant and Computershare
Investor Services, LLC
5.1 Opinion re: legality
10.1 FMC Technologies, Inc. Incentive Compensation and Stock Plan
(incorporated herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1, as amended (File
No. 333-55920))
23.1 Consent of KPMG LLP
23.2 Consent of Company Counsel (See Exhibit 5.1)
24.1 Power of Attorney