As filed with the Securities and Exchange Commission on November 30, 2001.
Registration No. 333 -
================================================================================
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)
REPUBLIC OF PANAMA 98-0160660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
(Address, including zip code, of registrant's principal executive offices)
----------
WILLBROS GROUP, INC. 1996 STOCK PLAN
(Full title of the plan)
----------
LARRY J. BUMP
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
WILLBROS GROUP, INC.
PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
(50-7) 263-9282
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1)(2) per share(3) offering price(3) registration fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $.05 par value 1,000,000 shares $14.90 $14,900,000 $3,562
==================================================================================================================
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Each share of Common Stock is accompanied by a preferred share purchase
right pursuant to the registrant's Rights Agreement dated April 1,
1999, with Mellon Investor Services LLC, as Rights Agent.
(3) Calculated pursuant to Rule 457(h). With respect to the shares of
Common Stock being registered for which the option price is unknown,
the fee is calculated on the basis of the average of the high and low
sales prices for the Common Stock on the New York Stock Exchange for
November 23, 2001. With respect to the shares of Common Stock being
registered for which options are outstanding, the offering price is
determined, and the fee is calculated, on the basis of the actual
option exercise price.
================================================================================
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional
shares of Common Stock of the registrant to be issued pursuant to awards granted
or to be granted under the Willbros Group, Inc. 1996 Stock Plan (the "Plan").
The additional shares relate to the amendment to the Plan approved by the
stockholders of the registrant at the Annual Meeting of Stockholders on May 9,
2001, to increase the number of shares of Common Stock available for issuance
under the Plan from 2,125,000 shares to 3,125,000 shares. The contents of the
registrant's Registration Statements on Form S-8, Registration No. 333-18421 and
Registration No. 333-53748, filed with the Securities and Exchange Commission on
December 20, 1996, and January 16, 2001, respectively (the "Prior Registration
Statements"), are hereby incorporated by reference. The Items below contain
information required in this Registration Statement that was not included in the
Prior Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the registrant with
the Securities and Exchange Commission 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, 2000;
(2) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001, and September
30, 2001;
(3) The registrant's Current Reports on Form 8-K dated August 6,
2001, and October 12, 2001;
(4) The description of the registrant's Common Stock contained in
the registrant's Registration Statement on Form 8-A, dated
July 19, 1996, and including any amendment or report
heretofore or hereafter filed for the purpose of updating such
description of the registrant's Common Stock; and
(5) The description of the registrant's Preferred Share Purchase
Rights contained in the registrant's Registration Statement on
Form 8-A, dated April 9, 1999, and including any amendment or
report heretofore or hereafter filed for the purpose of
updating such description of the registrant's Preferred Share
Purchase Rights.
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, 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:
4** Amendment Number 2 to Willbros Group, Inc. 1996 Stock Plan dated
March 7, 2001.
5* Opinion of Arias, Fabrega & Fabrega.
23.1* Consent of KPMG LLP.
23.2* Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
24* Power of Attorney (included on page II-2 of this Registration
Statement).
----------
* Filed herewith.
** Incorporated by reference to the registrant's Proxy Statement for Annual
Meeting of Stockholders dated April 2, 2001.
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 Panama City, Republic of Panama on the 29th day
of November, 2001.
WILLBROS GROUP, INC.
By: /s/ Larry J. Bump
------------------------------------
Larry J. Bump
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry J. Bump, Warren L.
Williams and Dennis G. Berryhill, 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/ Larry J. Bump Director, Chairman of the Board and Chief November 29, 2001
---------------------------------- Executive Officer (Principal Executive
Larry J. Bump Officer and Authorized Representative in
the United States)
/s/ Michael F. Curran Director, Vice Chairman of the Board, November 29, 2001
---------------------------------- President and Chief Operating Officer
Michael F. Curran
/s/ Melvin F. Spreitzer Director and Executive Vice President November 29, 2001
----------------------------------
Melvin F. Spreitzer
/s/ Warren L. Williams Vice President, Chief Financial Officer November 29, 2001
---------------------------------- and Treasurer (Principal Financial
Warren L. Williams Officer and Principal Accounting Officer)
II-2
/s/ Peter A. Leidel Director November 29, 2001
----------------------------------
Peter A. Leidel
/s/ Rodney B. Mitchell Director November 29, 2001
----------------------------------
Rodney B. Mitchell
/s/ Michael J. Pink Director November 29, 2001
----------------------------------
Michael J. Pink
/s/ James B. Taylor, Jr. Director November 29, 2001
----------------------------------
James B. Taylor, Jr.
/s/ Guy E. Waldvogel Director November 29, 2001
----------------------------------
Guy E. Waldvogel
/s/ John H. Williams Director November 29, 2001
----------------------------------
John H. Williams
II-3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4** Amendment Number 2 to Willbros Group, Inc. 1996 Stock Plan dated March 7, 2001.
5* Opinion of Arias, Fabrega & Fabrega.
23.1* Consent of KPMG LLP.
23.2* Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
24* Power of Attorney (included on page II-2 of this Registration Statement).
----------
* Filed herewith.
** Incorporated by reference to the registrant's Proxy Statement for Annual
Meeting of Stockholders dated April 2, 2001.