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 Puerto Rico 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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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) unit (2)(3) price (2)(3) registration fee
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Common stock, par 17,000 shares $16.32 $277,440 $66.31
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 Puerto Rico 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 a determination letter
contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby
undertakes to submit the Plan, and any amendment thereto, to the Puerto Rico
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Treasury Department (the "Department") in a timely manner, and that it will make
all changes required by the Department in order to qualify the Plan under
Section 1165(e) of the Puerto Rico 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 PUERTO RICO SAVINGS AND INVESTMENT PLAN
By: FMC Technologies, Inc. Employee Welfare
Benefits Plan Committee, as Plan Administrator.
By: /s/ Michael W. Murray
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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).