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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(3) | registration fee(2) | ||||||||||||||||||
Common Stock, no
par
value per share (3) (4) |
1,200,000 | $ | 23.86 | $ | 28,632,000 | $ | 1,597.67 | |||||||||||||||
(1) | The number of shares of common stock, no par value being registered hereby pursuant to (i) The Shaw Group Inc. 401(k) Plan; and (ii) The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices for a share of common stock reported on the New York Stock Exchange on July 10, 2009, which was $23.86. | |
(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. | |
(4) | Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
Item 9. Undertakings | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-23.2 | ||||||||
EX-23.3 | ||||||||
EX-23.4 | ||||||||
EX-23.5 |
| 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 Annual Reports on Form 11-K for each of the Plans as filed with the SEC on June 29, 2009. |
II-1
SEC File or | Exhibit | |||||||||
Exhibit | Registration | Or Other | ||||||||
Number | Document Description | Report or Registration Statement | Number | Reference | ||||||
|
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5.1
|
The shares of Common Stock offered and sold pursuant to the Plans are purchased by the administrator of the Plans in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Plans, no opinion of counsel regarding the legality of the securities being registered hereunder is required. | |||||||||
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Pursuant to Item 8(b) of Form S-8, the Company has submitted the Plans to the Internal Revenue Service (IRS) for a determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986 and will make all changes required by the IRS in order to qualify the Plans. | |||||||||
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23.2
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Consent of KPMG LLP, independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.3
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Consent of Ernst & Young LLP, former independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.4
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Consent of Ernst & Young LLP, independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd. | |||||||||
|
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23.5
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Consent of Hannis T. Bourgeois, LLP, independent registered public accounting firm of The Shaw Group Inc. 401(k) Plan and The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees | |||||||||
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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 |
II-2
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; |
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference 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. |
II-3
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 | |
|
||
J.M. Bernhard, Jr.
|
( Principal Executive Officer ) | |
|
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/s/ BRIAN K. FERRAIOLI
|
Executive Vice President and Chief Financial Officer ( Principal | |
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Brian K. Ferraioli
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Financial Officer ) | |
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/s/ MICHAEL J. KERSHAW
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Senior Vice President and Chief Accounting Officer ( Principal | |
|
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Michael J. Kershaw
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Accounting Officer ) | |
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/s/ ALBERT D. MCALISTER
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Director | |
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Albert D. McAlister
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/s/ DAVID W. HOYLE
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Director | |
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David W. Hoyle
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/s/ JAMES F. BARKER
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Director | |
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James F. Barker
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/s/ DANIEL A. HOFFLER
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Director | |
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Daniel A. Hoffler
|
II-4
Name and Signature | Title | |
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/s/ MICHAEL J. MANCUSO
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Director | |
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||
Michael J. Mancuso
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||
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/s/ THOS E. CAPPS
|
Director | |
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Thos E. Capps
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/s/ STEPHEN R. TRITCH
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Director | |
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Stephen R. Tritch
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THE SHAW GROUP INC. 401(k) PLAN FOR CERTAIN
HOURLY EMPLOYEES THE SHAW GROUP INC. 401(k) PLAN By: THE SHAW GROUP INC., PLAN ADMINISTRATOR FOR EACH OF THE SHAW GROUP INC. 401(k) PLAN AND THE SHAW GROUP INC. 401(k) PLAN FOR CERTAIN HOURLY EMPLOYEES |
||||
By: | /s/ Clifton S. Rankin | |||
Name: | Clifton S. Rankin | |||
Title: | General Counsel and Corporate Secretary |
II-5
SEC File or | Exhibit | |||||||||
Exhibit | Registration | Or Other | ||||||||
Number | Document Description | Report or Registration Statement | Number | Reference | ||||||
|
||||||||||
5.1
|
The shares of Common Stock offered and sold pursuant to the Plans are purchased by the administrator of the Plans in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Plans, no opinion of counsel regarding the legality of the securities being registered hereunder is required. | |||||||||
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Pursuant to Item 8(b) of Form S-8, the Company has submitted the Plans to the Internal Revenue Service (IRS) for a determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986 and will make all changes required by the IRS in order to qualify the Plans. | |||||||||
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23.2
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Consent of KPMG LLP independent registered public accounting firm of The Shaw Group Inc. | |||||||||
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23.3
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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. | |||||||||
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23.5
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Consent of Hannis T. Bourgeois, LLP, independent registered public accounting firm of The Shaw Group Inc. 401(k) Plan and The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees | |||||||||
|
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24.1 | Power of Attorney (included as part of signature page to this Registration Statement) |
| Filed herewith. |
II-6
1 Year Shaw Chart |
1 Month Shaw Chart |
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