1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2001
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
BOWATER INCORPORATED
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 62-0721803
--------------------------------- -------------------------------------
(State of Incorporation) (IRS Employer Identification No.)
55 E. CAMPERDOWN WAY, P.O. BOX 1028, GREENVILLE, SOUTH CAROLINA 29602
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
BOWATER INCORPORATED SALARIED EMPLOYEES' SAVINGS PLAN
-----------------------------------------------------------------------
(Full Title of the Plan)
WENDY C. SHIBA, ESQUIRE
VICE PRESIDENT, SECRETARY AND ASSISTANT GENERAL COUNSEL
BOWATER INCORPORATED
55 E. CAMPERDOWN WAY, P.O. BOX 1028,
GREENVILLE, SOUTH CAROLINA 29602
(864) 271-7733
-----------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title Of Each Class Amount To Be Proposed Proposed Amount of
Of Securities To Be Registered Maximum Offering Maximum Registration Fee
Registered Price Per Unit Aggregate Offering
Price
---------------------------------------------------------------------------------------------------------------------
Common Stock 4,200,000 $48.09(2) $201,978,000(2) $50,494.50(2)
$1.00 par value shares(1)
per share
=====================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities 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 solely for purposes of calculating the registration fee,
and pursuant to Rule 457(c) under the Securities Act, the proposed maximum
offering price per unit and the registration fee are based on the reported
average of the high and low sales prices of Bowater Incorporated Common Stock as
reported on the New York Stock Exchange on May 11, 2001. Pursuant to Rule
457(h)(2) under the Securities Act, no separate fee is required with respect to
the interests in the Plan covered by this Registration Statement.
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act, and
Rule 462 promulgated thereunder.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of the instructions to Form S-8,
Bowater Incorporated (the "Registrant") and the Bowater Incorporated Salaried
Employees' Savings Plan (the "Plan") hereby incorporate by reference the
contents of the previous Registration Statements filed by the Registrant and the
Plan on Forms S-8 (Registration Nos. 333-00555, 333-41471 and 333-84161). The
current registration of 4,200,000 shares of common stock of the Registrant will
increase the total number of shares registered for issuance under the Plan to
8,100,000.
ITEM 8. EXHIBITS
Pursuant to General Instruction E of the instructions to Form S-8, the
Registrant and the Plan hereby incorporate by reference the exhibits of the
previous Registration Statements filed by the Registrant and the Plan on Forms
S-8 (Registration Nos. 333-00555, 333-41471 and 333-84161). The following
additional exhibits are filed as part of this Registration Statement.
No: Exhibit:
-- -------
4.1 Amendment No. 1 to the Bowater Incorporated Salaried
Employees' Savings Plan, As Amended and Restated
Effective January 1, 1997.
4.2 Second Amendment to the Bowater Incorporated Salaried
Employees' Savings Plan, As Amended and Restated
Effective January 1, 1997.
4.3 Amendment No. 3 to the Bowater Incorporated Salaried
Employees' Savings Plan, As Amended and Restated
Effective January 1, 1997.
23 Consent of Accountants.
24 Powers of Attorney.
3
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 Greenville, state of South Carolina, on May
16, 2001.
BOWATER INCORPORATED
(Registrant)
By: /s/ Arnold M. Nemirow
---------------------------------
Arnold M. Nemirow
Chairman, President and
Chief Executive Officer
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 dates indicated.
SIGNATURE TITLE DATE
/s/ Arnold M. Nemirow
-------------------------------- Chairman of the Board, President and Chief Executive May 16, 2001
Arnold M. Nemirow Officer
(principal executive officer)
/s/ David G. Maffucci
-------------------------------- Senior Vice President and Chief Financial Officer May 16, 2001
David G. Maffucci (principal financial officer)
/s/ Michael F. Nocito
-------------------------------- Vice President and Controller May 16, 2001
Michael F. Nocito (principal accounting officer)
* Director May 16, 2001
--------------------------------
Francis J. Aguilar
* Director May 16, 2001
--------------------------------
Richard Barth
* Director May 16, 2001
--------------------------------
Kenneth M. Curtis
* Director May 16, 2001
--------------------------------
Cinda A. Hallman
4
SIGNATURE TITLE DATE
* Director May 16, 2001
----------------------------------------
Charles J. Howard
* Director May 16, 2001
----------------------------------------
James L. Pate
* Director May 16, 2001
----------------------------------------
John A. Rolls
* Director May 16, 2001
----------------------------------------
Arthur R. Sawchuk
*Wendy C. Shiba, by signing her name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons that are filed herewith as Exhibit 24.
By: /s/ Wendy C. Shiba
-------------------------
Wendy C. Shiba,
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
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 city of Greenville, state of South Carolina, on May 16,
2001.
BOWATER INCORPORATED
SALARIED EMPLOYEES' SAVINGS PLAN
(Plan)
By: /s/ Aaron Whitlock
----------------------
Aaron Whitlock,
Plan Administrator