As filed with the Securities and Exchange Commission on August 7, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLUOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0927079
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Enterprise Drive 92656-2606
Aliso Viejo, California (Zip Code)
(Address of Principal
Executive Offices)
2001 Key Employee Performance Incentive Plan
(Full Title of the Plan)
LAWRENCE N. FISHER
Senior Vice President - Law and Secretary
One Enterprise Drive
Aliso Viejo, California 92656-2606
(Name and Address of Agent for Service)
(949) 349-2000
(Telephone Number, Including Area Code, of Agent for Service)
________________________________
Copies of all communications, including all communications sent to agent for
service, should be sent to:
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration Fee
Per Share/(1)/ Offering Price/(1)/
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Common Stock, par value $0.01 3,600,000 shares $38.475 $138,510,000 $34,627.50
per share
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(1) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based upon the average high and low prices for
the Common Stock of Fluor Corporation as reported on August 6, 2001.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation, a
Delaware corporation (the "Company" or "Registrant"), relating to 3,600,000
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock") issuable pursuant to 2001 Key Employee Performance Incentive Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
in this Registration Statement by reference:
(1) The Annual Report of the Registrant on Form 10-K for the fiscal
year ended October 31, 2000;
(2) The Registrant's Reports on Form 10-Q for the transition period
from November 1, 2000 to December 31, 2000 and for the quarter
ended March 31, 2001;
(3) The Company's Registration Statement on Form 10/A (Amendment No.
1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), filed on November 22, 2000, which includes a
description of the Company's common stock; and
(4) Form 8-Ks filed by the Registrant on November 29, 2000 and
December 7, 2000.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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
reports and documents.
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Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein and any document incorporated by reference
herein shall 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 document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any
statement or document 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 validity of the securities of the Registrant being registered hereby
has been passed upon by Lawrence N. Fisher, Senior Vice President - Law and
Secretary of the Registrant. Mr. Fisher is an executive officer of the
Registrant and holds both restricted and unrestricted shares of the Registrant's
common stock. Mr. Fisher is also eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Article Sixteen of the
Registrant's Amended and Restated Certificate of Incorporation provides that the
officers and directors of the Registrant shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the Delaware General
Corporation Law, as amended from time to time (the "GCL") (but in the case of
any such amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, 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 in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, 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 such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not
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opposed to the best interests of the corporation. However, no indemnification
may be made in respect of any obligation, issue or matter as to which such
director or officer has 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 circumstances of the case, the
director or officer is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Sixteen of the Registrant's Amended and
Restated Certificate of Incorporation provides that the indemnification provided
for thereunder shall be a contract right which shall include the right to be
paid expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Article Sixteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.
Indemnification provided for by Section 145 and Article Sixteen is not to
be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Sixteen permit the Registrant to maintain
insurance on behalf of a director or officer against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Registrant would have the power to indemnify
him against such liabilities under Section 145.
Article Sixteen provides that any director or officer claiming rights to
indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Sixteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action. Article Fifteen of the Registrant's Amended and Restated
Certificate of Incorporation provides that, to the fullest extent permitted
under the GCL, a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as in effect as of November 31, 2000 (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form 10/A (Amendment No. 1) and
incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended, effective November 17, 2000
(filed as Exhibit 3.2 to the Registrant's Registration Statement on
Form 10/A (Amendment No. 1) and incorporated herein by reference)
5 Opinion of Lawrence N. Fisher as to the legality of the securities
registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney (included on Signature Page)
Item 9. Undertakings.
(1) The Registrant hereby undertakes:
(a) 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, as amended (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 and 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
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
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(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 (1)(a)(i) and (1)(a)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) 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.
(c) 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.
(2) The 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 that is
incorporated by reference in the 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.
(3) 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 provisions discussed in Item 6 of the Registration
Statement, 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 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 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 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 caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Orange, State of California on the 7th day of August 2001.
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
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Lawrence N. Fisher
Senior Vice President - Law and
Secretary
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Each person whose signature appears below constitutes and appoints Lawrence
N. Fisher and Eric P. Helm, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in his name, place and stead, in any and all capacities, to sign any
or all further amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed below by the following persons in the
capacities indicated on August 7, 2001.
Signature Title
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR Director, Chairman of the Board and
/s/ Chief Executive Officer
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Philip J. Carroll, Jr.
PRINCIPAL FINANCIAL OFFICER Senior Vice President and Chief
/s/ Financial Officer
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D. Michael Steuert
PRINCIPAL ACCOUNTING OFFICER Vice President and Controller
/s/
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Victor L. Prechtl
/s/ Director
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Alan L. Boeckmann
/s/ Director
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Carroll A. Campbell, Jr.
/s/ Director
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Peter J. Fluor
/s/ Director
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David P. Gardner
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/s/ Director
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Thomas L. Gossage
/s/ Director
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James T. Hackett
/s/ Director
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Bobby R. Inman
/s/ Director
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James T. Hackett
/s/ Director
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Vilma S. Martinez
/s/ Director
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Dean R. O'Hare
/s/ Director
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Robin W. Renwick
/s/ Director
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James O. Rollans
/s/ Director
----------------------------------------
Martha R. Seger
/s/ Director
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James C. Stein
By: /s/ Eric P. Helm
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Eric P. Helm
Attorney-in-Fact
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
------------ ----------------------------------------------------------------- ---------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, as in effect as of November 31, 2000 (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
10/A (Amendment No. 1) and incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended, effective November 17,
2000 (filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form 10/A (Amendment No. 1) and incorporated herein
by reference)
5 Opinion of Lawrence N. Fisher as to the legality of the
securities registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney (included on Signature Page)
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