Edgar Filing: FMC TECHNOLOGIES INC

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 Identification No.)
incorporation or organization)

200 East Randolph Drive 60601
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)

FMC Technologies, Inc. Non-Qualified 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 offering Proposed maximum Amount of
to be registered registered price per unit aggregate offering price (1) registration fee
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FMC Technologies, Inc. $25,000,000 100% $25,000,000 $5,975
Non-Qualified Savings and
Investment Plan Obligations
(2).........................
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(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the
registration fee.

(2) The FMC Technologies, Inc. Non-Qualified Savings and Investment Plan
Obligations are unsecured obligations of FMC Technologies, Inc. to pay
deferred compensation in the future in accordance with the FMC
Technologies, Inc. Non-Qualified Savings and Investment Plan.

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 Form S-8
Registration Statement to each participant in the FMC Technologies, Inc.
Non-Qualified Savings and Investment 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"); and

(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.

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 (i) which indicates that all
securities offered herein have been sold or (ii) 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 or of the related prospectus 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.

Under the FMC Technologies, Inc. Non-Qualified Savings and
Investment Plan, as amended (the "Plan"), the Registrant provides a select group
of management or highly compensated employees ("Participants") identified by the
Employee Welfare Benefits Plan Committee or its delegate (the "Committee") of
the Registrant who are prohibited from fully contributing to the FMC
Technologies, Inc. Savings and Investment Plan (the "Tax-Qualified Plan") due to
limitations imposed on the Tax-Qualified Plan by the Internal Revenue Code the
opportunity to elect to defer all or a specified portion of their compensation.
The portions of compensation deferred under such elections are referred to
herein as the "Obligations".

The Obligations are unsecured general obligations of the
Registrant to pay the deferred compensation in the future in accordance with the
terms of the Plan and rank equally with other unsecured and unsubordinated
indebtedness of the Registrant. The Registrant is not required to fund or
otherwise segregate assets to be used for the payment of the Obligations.
Notwithstanding the foregoing, the Registrant has established a grantor trust
(the "Trust") to hold assets to be used for payment of the Obligations. However,
the assets of the Trust shall remain the assets of the Registrant subject to the
claims of its general creditors. The Obligations shall be paid in cash on the
last day of the sixth calendar month following the calendar month in which such
Participant's employment with the Registrant terminates, subject to certain
exceptions. There is no trading market for the Obligations.

Compensation deferred by a Participant ("Participant Deferrals")
shall be held in individual bookkeeping accounts for each Participant
established by the Committee. Company matching contributions ("Company
Contributions") shall be held in an individual bookkeeping account for each
Participant established by the Committee. Participant Deferrals shall be deemed
to be invested in accordance with the investment alternatives the Participants
select and the terms of the Plan. The investment alternatives are determined by
the Committee and currently include (i) Fidelity Retirement Government Money
Market Portfolio, (ii) Fidelity Puritan(R) Fund, (iii) Fidelity Blue Chip Growth
Fund, (iv) Fidelity Diversified International Fund, (v) Fidelity Capital &
Income Fund, (vi) Mutual Qualified Fund Class Z, (vii) FMC Corporation Unitized
Stock Fund, (viii) FMC Technologies, Inc. Unitized Stock Fund (effective as of
the date FMC Corporation distributes its interest in the Company), (ix) Fidelity
Magellan(R) Fund, (x) MSFIT MidCap Growth I, (xi) U.S. Equity Index Commingled
Pool, (xii) Fidelity Freedom Income Fund, (xiii) Fidelity Freedom 2000 Fund,
(xiv) Fidelity Freedom 2010 Fund, (xv) Fidelity 2020 Fund, (xvi) Fidelity
Freedom 2030 Fund, (xvii) Fidelity Freedom 2040 Fund, (xviii) Sequoia Fund,
Inc., (xix) Clipper Fund, (xx) Spartan U.S. Equity Index, (xxi) Fidelity U. S.
Bond Index and (xxii) PIMCO Total Return - Institutional. Company Contributions
shall be automatically deemed to be invested in common stock of the Registrant
("Common Stock"). Each Participant account shall be deemed to receive all
interest, dividends, earnings and other property that would have been received
with respect to an investment alternative or Common Stock, as the case may be,
deemed to be held in such account if the Registrant actually owned such an
investment alternative or Common Stock, as the case may be; provided, however,
no Participant shall be deemed to receive voting rights with respect to Common
Stock deemed to be held in such account. Similarly, each Participant account
shall be deemed to suffer all investment losses and other diminution that would
have been suffered with respect to an investment alternative or Common Stock, as
the case may be, deemed to be held in such account if the Registrant actually
owned such an investment alternative or Common Stock, as the case may be.

A Participant's rights to any amounts credited to his accounts
shall not be grantable, transferable, pledgeable or otherwise assignable by the
Participant and may only pass upon the Participant's death pursuant to the terms
of the Plan, pursuant to a beneficiary designation made by a Participant in
accordance with the terms of the Plan or pursuant to the laws of inheritance.
The Obligations are not subject to early redemptions, in whole or in part. The
Obligations are not convertible into any other security of the Registrant. Each
Participant shall be responsible for enforcing his own rights with respect to
the Obligations. The Registrant reserves the right to amend or terminate the
Plan; provided, however, that any such action shall not adversely affect the
right of any Participant to receive any vested benefits already accrued in a
Participant's accounts, unless a Participant consents to such action.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities being registered hereby has been
passed upon by Steven H. Shapiro, Esq., Deputy General Counsel and Assistant
Secretary of the Registrant. Mr. Shapiro is currently eligible to participate in
the Plan. Mr. Shapiro holds options to acquire shares of Common Stock.

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 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 interests 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 FMC Technologies, Inc. Non-Qualified Savings and
Investment Plan, (incorporated herein by reference to
Exhibit 10.9.a to the Registrant's Quarterly Report on
Form 10-Q filed with the Commission on November 14,
2001).

5.1 Opinion of Steven H. Shapiro, Esq. as to the legality
of the securities being registered.

15.1 Letter regarding unaudited interim financial
information.

23.1 Consent of KPMG LLP.

23.2 Consent of Steven H. Shapiro, Esq. (included as part
of Exhibit 5.1).

24.1 Powers of attorney (included on the signature page
hereto).

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; 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 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.

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

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
------------------------------------------ ----------------------------------- -------------------------------

/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
-------------------------------------------
Joseph H. Netherland

/s/ Mike R. Bowlin Director September 28, 2001
-------------------------------------------
Mike R. Bowlin

/s/ B. A. Bridgewater, Jr. Director September 28, 2001
------------------------------
B. A. Bridgewater, Jr.

/s/ Asbjorn Larsen Director September 28, 2001
------------------------------
Asbjorn Larsen

/s/ Edward J. Mooney Director September 28, 2001
------------------------------
Edward J. Mooney

/s/ William F. Reilly Director September 28, 2001
------------------------------
William F. Reilly

/s/ James M. Ringler Director September 28, 2001
------------------------------
James M. Ringler

/s/ James R. Thompson Director September 28, 2001
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James R. Thompson

INDEX TO EXHIBITS

Exhibit No. Description
----------- -----------

4.1 FMC Technologies, Inc. Non-Qualified Savings and
Investment Plan (incorporated herein by reference
to Exhibit 10.9.a to the Registrant's Quarterly
Report on Form 10-Q filed with the Commission on
November 14, 2001).

5.1 Opinion of Steven H. Shapiro, Esq. as to the legality
of the securities being registered.

15.1 Letter regarding unaudited interim financial
information.

23.1 Consent of KPMG LLP.

23.2 Consent of Steven H. Shapiro, Esq. (included as a
part of Exhibit 5.1).

24.1 Powers of attorney (included on the signature page
hereto).