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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Babcock and Wilcox Enterprises Inc | NYSE:BW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.03 | 2.94% | 1.05 | 1.08 | 0.98 | 1.02 | 900,532 | 00:06:41 |
Delaware
(State or other jurisdiction of
incorporation or organization) |
|
47-2783641
(I.R.S. Employer
Identification No.) |
20 South Van Buren Avenue
Barberton, Ohio 44203
(Address of Principal Executive Offices)
|
|
44203
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
Emerging growth company
o
|
|
|
Title of Securities to be Registered
|
Amount to be
Registered |
Proposed Maximum Offering Price Per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common Stock, par value $0.01 per share
|
1,700,000
(1)(2)
|
$
3.415(3)
|
$
5,805,500(3)
|
$
703.63
|
(1)
|
Represents shares of common stock, par value $0.01 per share, (“Common Shares”), of Babcock & Wilcox Enterprises, Inc. (“B&W”) issuable pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 14, 2019) (the “Plan”) being registered hereon.
|
(2)
|
Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plan.
|
(3)
|
Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for the Common Shares as reported on the New York Stock Exchange on August 6, 2019, which is within five business days prior to filing.
|
•
|
B&W’s Annual Report on Form 10-K for the year ended December 31, 2018, as amended by Amendment No. 1 to the 10-K on Form 10-K/A, filed on April 30, 2019;
|
•
|
B&W’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019;
|
•
|
B&W’s Current Reports on Form 8-K filed with the Commission on January 15, 2019, February 1, 2019, March 18, 2019, March 20, 2019, March 29, 2019, April 5, 2019 (Items 1.01, 2.03 and 3.02 only), April 30, 2019 and June 17, 2019 (Items 5.02, 5.03 and 5.07 only), June 28, 2019, July 22, 2019, July 24, 2019 (Items 3.02, 3.03 and 5.03 only) and August 8, 2019 (Items 1.01, 2.03 and 5.02 only); and
|
•
|
The description of the Capital Stock contained in B&W’s Information Statement, filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-36786), filed on June 9, 2016, including any amendment or report filed for the purpose of updating such description.
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q filed on June 30, 2015 (File No. 001-36876)).
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Babcock & Wilcox Enterprises, Inc., as filed with the Secretary of State of the State of Delaware on June 14, 2019 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on June 17, 2019 (File No. 001-36876)).
|
|
Certificate of Amendment of the Restated Certificate of Incorporation, as amended, of Babcock & Wilcox Enterprises, Inc., as filed with the Secretary of State of the State of Delaware on July 23, 2019 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 24, 2019 (File No. 001-36876)).
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Babcock & Wilcox Enterprises, Inc. Form S-1/A filed on June 17, 2019 (File No. 333-231135)).
|
|
Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 14, 2019) (incorporated by reference to Appendix G to the Babcock & Wilcox Enterprises, Inc. Definitive Proxy Statement filed with the Securities and Exchange Commission on May 13, 2019).
|
|
Opinion of King & Spalding LLP.
|
|
Consent of Deloitte & Touche LLP.
|
|
Consent of King & Spalding LLP (included in Exhibit 5.1).
|
|
Power of Attorney.
|
|
|
|
Babcock & Wilcox Enterprises, Inc.
|
|
|
|
|
|
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By:
|
/s/ Kenneth M. Young
|
|
|
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Name: Kenneth M. Young
|
|
|
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Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kenneth M. Young
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Kenneth M. Young
|
|
|
|
|
|
/s/ Louis Salamone
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
|
Louis Salamone
|
|
|
|
|
|
/s/ Matthew E. Avril
|
|
Director
|
Matthew E. Avril
|
|
|
|
|
|
/s/ Henry E. Bartoli
|
|
Director
|
Henry E. Bartoli
|
|
|
|
|
|
/s/ Alan B. Howe
|
|
Director
|
Alan B. Howe
|
|
|
|
|
|
/s/ Cynthia S. Dubin
|
|
Director
|
Cynthia S. Dubin
|
|
|
|
|
|
/s/ Brian R. Kahn
|
|
Director
|
Brian R. Kahn
|
|
|
|
|
|
/s/ Bryant R. Riley
|
|
Director
|
Bryant R. Riley
|
|
|
|
|
|
/s/ Kenneth Siegel
|
|
Director
|
Kenneth Siegel
|
|
1 Year Babcock and Wilcox Enter... Chart |
1 Month Babcock and Wilcox Enter... Chart |
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