As filed with the Securities and Exchange Commission on January __, 2002
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
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FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4412642
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive 60601
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
FMC Technologies, Inc. Savings and Investment Plan
(Full title of the plan)
William H. Schumann III
Senior Vice President and Chief Financial Officer
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312) 861-6000
(Telephone number, including area code, of agent for service)
Copy to:
Steven J. Gavin
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering registration fee
unit (2)(3) price (2)(3)
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Common stock, par 6,000,000 shares $16.32 $97,920,000 $23,402.88
value $0.01 per share....
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "1933 Act") this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(h)(1) and (c) under the 1933 Act, solely for
the purpose of calculating the amount of the registration fee based on the
average of the high and low prices reported for shares of Common Stock of
the Registrant on the New York Stock Exchange on December 31, 2001.
(3) The Common Stock registered hereby includes Preferred Stock Purchase Rights
(the "Rights"). The Rights are associated with and trade with the Common
Stock. The value, if any, attributable to the Rights is reflected in the
market price of the Common Stock.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
FMC Technologies, Inc., a Delaware corporation (the "Registrant"),
shall deliver the document containing the information in Part I of this
Registration Statement to each participant in the FMC Technologies, Inc. Savings
and Investment Plan (the "Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "1933 Act"). Such document is not being
filed with or included in this Registration Statement (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Such document and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission by
the Registrant are incorporated by reference herein:
(i) the Registrant's Prospectus filed pursuant to Rule 424(b)
under the 1933 Act on June 14, 2001 relating to the Registrant's Registration
Statement on Form S-1 (File No. 333-55920);
(ii) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30 and September 30, 2001 filed pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(iii) the Registrant's Current Reports on Form 8-K dated July 11,
July 27, July 31 and September 6, 2001 filed pursuant to the 1934 Act; and
(iv) the description of the Registrant's Common Stock and
associated Rights contained in the Registrant's Registration Statement on Form
8-A filed on May 11, 2001 pursuant to Section 12 of the 1934 Act and all
amendments thereto and reports filed for the purpose of updating such
description.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated herein 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides as follows:
A corporation shall have the power to indemnify any person 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 by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or
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other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
A corporation shall have the power to indemnify any person 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 the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have 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,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
As permitted by the General Corporation Law of the State of
Delaware, the Registrant has included in its Certificate of Incorporation a
provision to eliminate the personal liability of its directors for monetary
damages for breach of their fiduciary duties as directors, subject to certain
exceptions. In addition, the Registrant's Certificate of Incorporation and
Bylaws provide that the Registrant is required to indemnify its officers and
directors under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and the Registrant is required
to advance expenses to its officers and directors as incurred in connection with
proceedings against them for which they may be indemnified.
The Registrant maintains directors and officers liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
Exhibit No. Description
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4.1 Rights Agreement, dated as of June 5, 2001, by and
between the Registrant and Computershare Investor
Services, LLC, as filed with the Commission on June 14,
2001 as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8 (File No. 333-62996) and
incorporated herein by reference.
15.1 Letter regarding unaudited interim financial
information.
23.1 Consent of KPMG LLP.
24.1 Powers of attorney (included on the signature page
hereto).
In lieu of an opinion of counsel or an Internal Revenue Service
determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the
Registrant hereby undertakes to submit the Plan, and any amendment
4
thereto, to the Internal Revenue Service (the "IRS") in a timely manner, and
that it will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
(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 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 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.
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under
the 1933 Act 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 Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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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 Chicago, State of Illinois, on January 2, 2002.
FMC TECHNOLOGIES, INC.
By: /s/ William H. Schumann III
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Name: William H. Schumann III
Title: Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randall S. Ellis and Steven H. Shapiro,
and each or any of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable FMC Technologies, Inc. to
comply with the Securities Act of 1933 and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the filing with
the Securities and Exchange Commission of the registration statement on Form S-8
under the Securities Act of 1933, including specifically, but without
limitation, power and authority to sign the name of the undersigned to any
amendments to such registration statement (including post-effective amendments)
and additional registration statements filed in accordance with General
Instruction E to Form S-8 to register additional securities, and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each or any of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each or any of them, 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Robert N. Burt Chairman of the Board, Chief September 28, 2001
----------------------------------------- Executive Officer and Director
Robert N. Burt (Principal Executive Officer)
/s/ William H. Schumann III Senior Vice President and Chief September 28, 2001
----------------------------------------- Financial Officer (Principal
William H. Schumann III Financial Officer)
/s/ Ronald D. Mambu Vice President and Controller September 28, 2001
----------------------------------------- (Principal Accounting Officer)
Ronald D. Mambu
/s/ Joseph H. Netherland Director September 28, 2001
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Joseph H. Netherland
/s/ Mike R. Bowlin Director September 28, 2001
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Mike R. Bowlin
/s/ B. A. Bridgewater, Jr. Director September 28, 2001
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B. A. Bridgewater, Jr.
/s/ Asbjorn Larsen Director September 28, 2001
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Asbjorn Larsen
/s/ Edward J. Mooney Director September 28, 2001
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Edward J. Mooney
/s/ William F. Reilly Director September 28, 2001
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William F. Reilly
/s/ James M. Ringler Director September 28, 2001
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James M. Ringler
/s/ James R. Thompson Director September 28, 2001
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James R. Thompson
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator for the Plan certifies that it has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on January 2, 2002.
FMC TECHNOLOGIES, INC. SAVINGS AND
INVESTMENT PLAN
By: FMC Technologies, Inc. Employee
Welfare Benefits Plan Committee,
as Plan Administrator
By: /s/ Michael W. Murray
----------------------------------
Name: Michael W. Murray
Title: Member, FMC Technologies, Inc.
Employee Welfare Benefits Plan
Committee
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Rights Agreement, dated as of June 5, 2001, by and between the
Registrant and Computershare Investor Services, LLC, as filed
with the Commission on June 14, 2001 as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8 (File No.
333-62996) and incorporated herein by reference.
15.1 Letter regarding unaudited interim financial information.
23.1 Consent of KPMG LLP.
24.1 Powers of attorney (included on the signature page hereto).