As filed with the Securities and Exchange Commission on May 30, 2014.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WILLBROS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		30-0513080
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4400 Post Oak Parkway,

Suite 1000

Houston, TX 77027

(Address of Principal Executive Offices)

 

 

Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan

(Full title of the plan)

 

 

Robert R. Harl

President and Chief Executive Officer

Willbros Group, Inc.

4400 Post Oak Parkway, Suite 1000

Houston, TX 77027

(713) 403-8000

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

Robert J. Melgaard, Esq.

Conner & Winters, LLP

4000 One Williams Center

Tulsa, Oklahoma 74172

(918) 586-5711

(918) 586-8548 (Facsimile)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock, $.05 par value		2,600,000		$11.33		$29,458,000		$3,795

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover such indeterminate number of additional shares of Common Stock that may become issuable pursuant to the above-named plan to prevent dilution resulting from any future stock dividend, stock split, recapitalization or other similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of $11.33 per share, the average of the high and low sales prices for the Common Stock as reported on the New York Stock Exchange on May 23, 2014.

 

 

 

---

INCORPORATION OF PRIOR

REGISTRATION STATEMENTS BY REFERENCE

This Registration Statement relates to the registration of additional shares of Common Stock, $.05 par value per share (the “Common Stock”), of Willbros Group, Inc. (the “Registrant”) to be issued pursuant to the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan, as amended (the “2010 Incentive Plan”). The additional shares relate to the amendment to the 2010 Incentive Plan approved by the stockholders of the Registrant at the Annual Meeting of Stockholders on May 20, 2014, to increase the number of shares of Common Stock available for issuance under the 2010 Incentive Plan from 3,450,000 shares to 6,050,000 shares. Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-167940) filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2010 and the Registrant’s Registration Statement on Form S-8 (File No. 333-182432) filed with the Commission on June 29, 2012, relating to the 2010 Incentive Plan are hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement.

---

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission (other than any portions of such filings that are furnished rather than filed under applicable Commission rules) are incorporated by reference in this Registration Statement:

(1) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013;

(2) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;

(3) the Registrant’s Current Report on Form 8-K filed with the Commission on May 23, 2014; and

(4) the description of the Common Stock contained in Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 (File No 333-155281), as declared effective by the Commission on December 29, 2008, including any subsequent amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, excluding any information furnished pursuant to any Current Report on Form 8-K, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from their respective dates of filing. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained 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 8.

Exhibits.

The following documents are filed as exhibits to this Registration Statement:

 

Exhibit Number		Description of Document
5*		Opinion of Conner & Winters, LLP.
23.1*		Consent of Conner & Winters, LLP (included in Exhibit 5).
23.2*		Consent of PricewaterhouseCoopers LLP.
24*		Power of Attorney (included on the signature page to this Registration Statement).

 

*	Filed herewith.

 

II-1

---

SIGNATURES

The Registrant. 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 duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 30th day of May, 2014.

 

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Robert R. Harl, Van A. Welch and Peter W. Arbour, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in or 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 attorneys-in-fact and agents, or his or their 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 has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ John T. McNabb, II John T. McNabb, II		Director and Chairman of the Board		May 30, 2014
/s/ Robert R. Harl Robert R. Harl		Director, Chief Executive Officer and President (Principal Executive Officer)		May 30, 2014
/s/ Van A. Welch Van A. Welch		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 30, 2014
/s/ Geoffrey C. Stanford Geoffrey C. Stanford		Vice President and Chief Accounting Officer (Principal Accounting Officer)		May 30, 2014
/s/ Edward J. DiPaolo Edward J. DiPaolo		Director		May 30, 2014

 

II-2

---

/s/ Michael C. Lebens Michael C. Lebens		Director		May 30, 2014
/s/ Daniel E. Lonergan Daniel E. Lonergan		Director		May 30, 2014
/s/ Robert L. Sluder Robert L. Sluder		Director		May 30, 2014
/s/ S. Miller Williams S. Miller Williams		Director		May 30, 2014

 

II-3

---

EXHIBIT INDEX

 

Exhibit Number		Description of Document
5*		Opinion of Conner & Winters, LLP.
23.1*		Consent of Conner & Winters, LLP (included in Exhibit 5).
23.2*		Consent of PricewaterhouseCoopers LLP.
24*		Power of Attorney (included on the signature page to this Registration Statement).

 

*	Filed herewith.