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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Shaw Grp. | NYSE:SGR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Louisiana | 72-1106167 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed maximum | Proposed maximum | |||||||||||||
Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||
to be registered | registered(1) | share(2) | price(2) | registration fee(2) | ||||||||||
Common Stock, no
par value per share (3)
|
4,500,000 shares | $23.86 | $107,370,000 | $5,991.25 | ||||||||||
(1) | There are also being registered hereunder an indeterminate number of shares as may become issuable under the registrants 2008 Omnibus Incentive Plan by reason of stock dividends, stock splits, or similar transactions. | |
(2) | Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed based on the average of the high and low sale prices of the common stock reported on the New York Stock Exchange on July 10, 2009. | |
(3) | Includes preferred share purchase rights. Until the occurrence of certain prescribed events, none of which has occurred, the preferred share purchase rights are not exercisable, are evidenced by certificates representing shares of the common stock, and will be transferred only with shares of the common stock. The value, if any, attributable to the rights is included in the market price of the common stock. |
| The Annual Report on Form 10-K of The Shaw Group Inc. (the Company ) for the year ended August 31, 2008, filed with the Securities and Exchange Commission (the SEC ) on October 31, 2008. The audit report of KPMG LLP included in the 2008 Annual Report on Form 10-K of The Shaw Group Inc. on the effectiveness of internal control over financial reporting as of August 31, 2008, expresses an opinion that The Shaw Group Inc. and subsidiaries did not maintain effective internal controls over financial reporting as of August 31, 2008 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains a statement that material weaknesses in project reporting of estimates of cost at completion on engineering, procurement, and construction on complex fixed-price contracts and accounting for income taxes have been identified and are included in managements assessment in Item 9A(b) of the 2008 Annual Report on Form 10-K. | ||
| The Companys Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, filed with the SEC on July 9, 2009, Quarterly Report on Form 10-Q for the quarter ended February 28, 2009, filed with the SEC on April 9, 2009 and Quarterly Report on Form 10-Q for the quarter ended November 30, 2008, filed with the SEC on January 8, 2009. | ||
| The Companys Current Report on Form 8-K dated April 22, 2009, filed with the SEC on April 27, 2009, Current Report on Form 8-K dated April 8, 2009, filed with the SEC on April 8, 2009, Current Report on Form 8-K dated February 2, 2009, filed with the SEC on February 2, 2009, as amended by Current Report on Form 8-K/A filed with the SEC on June 8, 2009, Current Report on Form 8-K dated January 8, 2009, filed with the SEC on January 8, 2009, Current Report on Form 8-K dated January 6, 2009, filed with the SEC on January 7, 2009, Current Report on Form 8-K dated January 6, 2009, filed with the SEC on January 6, 2009, and Current Report on Form 8-K dated December 24, 2008, filed with the SEC on December 24, 2008. | ||
| The Companys proxy statement for its 2009 Annual Meeting of Shareholders filed with the SEC on December 24, 2008. | ||
| The description of the Companys common stock contained in the Companys Registration Statement on Form 8-A filed with the SEC on September 26, 1996. |
SEC File or | Exhibit | |||||||||
Exhibit | Registration | Or Other | ||||||||
Number | Document Description | Report or Registration Statement | Number | Reference | ||||||
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3.1
|
Amendment to and Restatement of the Articles of Incorporation of the Company dated February 23, 2007 | The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended August 31, 2006 | 1-12227 | 3.1 |
SEC File or | Exhibit | |||||||||
Exhibit | Registration | Or Other | ||||||||
Number | Document Description | Report or Registration Statement | Number | Reference | ||||||
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3.2
|
Amended and Restated By-Laws of the Company dated as of January 30, 2007 | The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended August 31, 2006 | 1-12227 | 3.2 | ||||||
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4.1
|
Specimen Common Stock Certificate | The Shaw Group Inc. Annual Report on Form 10-K for fiscal year ended August 31, 2007 | 1-12227 | 4.1 | ||||||
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4.2
|
Rights Agreement, dated as of July 9, 2001 between the Company and First Union National Bank, as Rights Agent, including the Form of Articles of Amendment to the Restatement of the Articles of Incorporation of the Company as Exhibit A, the form of Rights Certificate as Exhibit B and the form of Summary of Rights to Purchase Preferred Shares as Exhibit C (Exhibit A-1 and A-2) | The Shaw Group Inc. Registration Statement on Form 8-A filed on July 30, 2001 | 1-12227 | 99.1 | ||||||
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5.1
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Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) | |||||||||
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10.1
|
The Shaw Group Inc. 2008 Omnibus Incentive Plan | The Shaw Group Inc. Current Report on Form 8-K filed February 2, 2009 | 1-12227 | 10.1 | ||||||
|
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23.1
|
Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included in Exhibit 5.1) | |||||||||
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23.2
|
Consent of KPMG LLP independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.3
|
Consent of Ernst & Young LLP former independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.4
|
Consent of Ernst & Young LLP independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd. | |||||||||
24.1
|
Power of Attorney (included as part of signature page to this Registration Statement) |
| Filed herewith. |
(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 of 1933; |
(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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and |
(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; |
(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. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. | |
(c) | 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. |
THE SHAW GROUP INC.
|
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By: | /s/ Clifton S. Rankin | |||
Clifton S. Rankin | ||||
General Counsel and Corporate Secretary | ||||
Name and Signature | Title | |
|
||
/s/ J.M. BERNHARD, JR.
|
Chairman of the Board, Chief Executive Officer and President ( Principal Executive Officer ) | |
|
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/s/ BRIAN K. FERRAIOLI
|
Executive Vice President and Chief Financial Officer ( Principal Financial Officer ) | |
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/s/ MICHAEL J. KERSHAW
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Senior Vice President and Chief Accounting Officer ( Principal Accounting Officer ) | |
|
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/s/ ALBERT D. MCALISTER
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Director | |
|
||
/s/ DAVID W. HOYLE
|
Director |
Name and Signature | Title | |
|
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/s/ JAMES F. BARKER
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Director | |
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/s/ DANIEL A. HOFFLER
|
Director | |
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/s/ MICHAEL J. MANCUSO
|
Director | |
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/s/ THOS E. CAPPS
|
Director | |
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/s/ STEPHEN R. TRITCH
|
Director | |
Stephen R. Tritch
|
SEC File or | Exhibit | |||||||||
Exhibit | Registration | Or Other | ||||||||
Number | Document Description | Report or Registration Statement | Number | Reference | ||||||
|
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3.1
|
Amendment to and Restatement of the Articles of Incorporation of the Company dated February 23, 2007 | The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended August 31, 2006 | 1-12227 | 3.1 | ||||||
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3.2
|
Amended and Restated By-Laws of the Company dated as of January 30, 2007 | The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended August 31, 2006 | 1-12227 | 3.2 | ||||||
|
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4.1
|
Specimen Common Stock Certificate | The Shaw Group Inc. Annual Report on Form 10-K for fiscal year ended August 31, 2007 | 1-12227 | 4.1 | ||||||
|
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4.2
|
Rights Agreement, dated as of July 9, 2001 between the Company and First Union National Bank, as Rights Agent, including the Form of Articles of Amendment to the Restatement of the Articles of Incorporation of the Company as Exhibit A, the form of Rights Certificate as Exhibit B and the form of Summary of Rights to Purchase Preferred Shares as Exhibit C (Exhibit A-1 and A-2) | The Shaw Group Inc. Registration Statement on Form 8-A filed on July 30, 2001 | 1-12227 | 99.1 | ||||||
|
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5.1
|
Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) | |||||||||
|
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10.1
|
The Shaw Group Inc. 2008 Omnibus Incentive Plan | The Shaw Group Inc. Current Report on Form 8-K filed February 2, 2009 | 1-12227 | 10.1 | ||||||
|
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23.1
|
Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included in Exhibit 5.1) | |||||||||
|
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23.2
|
Consent of KPMG LLP independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.3
|
Consent of Ernst & Young LLP former independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.4
|
Consent of Ernst & Young LLP independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd. | |||||||||
24.1
|
Power of Attorney (included as part of signature page to this Registration Statement) |
| Filed herewith. |
1 Year Shaw Chart |
1 Month Shaw Chart |
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