As filed with the Securities and Exchange Commission on June 26, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
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)
DMIS, INC. NISSAN MAINTENANCE PROJECT
RETIREMENT & SAVINGS 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
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Aggregate Amount of
to be Registered offering Price/(1)/ Registration Fee/(2)/
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Common Stock, par value $110,000 $27.50
$0.01 per share
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan. In accordance
with Rule 457(h)(2), no separate fee calculations are made for plan
interests.
(2) The registration fee has been calculated in accordance with 457(o)
under the Securities Act of 1933 based on the maximum aggregate
offering price of securities being registered.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation,
a Delaware corporation (the "Company" or "Registrant"), relating to the DMIS,
Inc. Nissan Maintenance Project Retirement & Savings 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 and the Plan 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 Plan's Annual Report on Form 11-K for the year ended December 31,
1999 filed with the Securities and Exchange Commission on June 27,
2000;
(4) 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
(5) 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
1
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.
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.
Not applicable.
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
2
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 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.
3
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 In lieu of an opinion of counsel or Internal Revenue Service ("IRS")
determination letter on compliance with ERISA or Section 401 of the
Internal Revenue Code, the Registrant hereby undertakes that the
Registrant will submit or has submitted the Plan and any amendment
thereto to the IRS in a timely manner and has made or will make all
changes required by the IRS to qualify the Plan
23.1 Consent of Independent Auditors
24 Powers of Attorney (included on Signature Page)
Item 9. Undertakings.
(1) The Registrant and the Plan hereby undertake:
(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;
4
(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 and Plan hereby undertake 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 and each
filing of the Plan's annual report pursuant to 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 or the Plan 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.
5
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 26th day of June 2001.
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
--------------------------
Lawrence N. Fisher
Senior Vice President - Law
and Secretary
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the Plan) have duly 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 26th day of June 2001.
DMIS, INC. NISSAN
MAINTENANCE PROJECT
RETIREMENT & SAVINGS PLAN
By /s/ Joseph Deacon
---------------------------
Joseph Deacon
Plan Administrative Committee
6
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 June 26, 2001.
Signature Title
PRINCIPAL EXECUTIVE OFFICER AND Director, Chairman of the Board and Chief
DIRECTOR Executive Officer
/s/
------------------------
Philip J. Carroll, Jr.
PRINCIPAL FINANCIAL OFFICER Senior Vice President and Chief Financial
Officer
/s/
------------------------
D. Michael Steuert
PRINCIPAL ACCOUNTING OFFICER Vice President and Controller
/s/
------------------------
Victor L. Prechtl
/s/ Director
------------------------
Alan L. Boeckmann
/s/ Director
------------------------
Carroll A. Campbell, Jr.
/s/ Director
------------------------
Peter J. Fluor
/s/ Director
--------------------------
David P. Gardner
/s/ Director
--------------------------
Thomas L. Gossage
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/s/ Director
--------------------------
James T. Hackett
/s/ Director
--------------------------
Bobby R. Inman
/s/ Director
--------------------------
Vilma S. Martinez
/s/ Director
--------------------------
Dean R. O'Hare
/s/ Director
--------------------------
Robin W. Renwick
/s/ Director
--------------------------
James O. Rollans
/s/ Director
--------------------------
Martha R. Seger
/s/ Director
--------------------------
James C. Stein
By: /s/ Eric P. Helm
----------------
Eric P. Helm
Attorney-in-Fact
8
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
30, 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)
23.1 Consent of Independent Auditors
24 Powers of Attorney (included on Signature Page)
9