As filed with the Securities and Exchange Commission on
March 13, 2003 Registration No. 333-61236
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
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(State of Incorporation) (IRS Employer Identification No.)
55 E. Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602
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(Address of Principal Executive Offices)
BOWATER INCORPORATED 2002 STOCK OPTION PLAN
(Full Title of the Plan)
David G. Maffucci
Executive Vice President and Chief Financial Officer
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
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Title Of Each Amount To Be Proposed Proposed Amount of
Class of Registered Maximum Offering Maximum Registration Fee
Securities Price Per Unit Aggregate
To Be Offering
Registered
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Common Stock, 2,600,000 $35.54(1) $35.54(1) $8,499.97(1)
$1.00 par value shares
per share
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(1) 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 March 11, 2003.
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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, as amended, and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Bowater Incorporated, a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
(a) The Annual Report on Form 10-K/A of the Registrant (File No. 1-8712)
for the fiscal year ended December 31, 2001, filed with the
Commission on August 14, 2002
(b) The Current Report on Form 8-K of the Registrant (File No. 1-8712),
filed with the Commission on August 14, 2002, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), and
the Quarterly Report on Form 10-Q of the Registrant (File No.
1-8712), for the fiscal quarter ended September 30, 2002, filed with
the Commission on November 14, 2002 pursuant to Sections 13(a) and
15(d) of the Exchange Act; and all other reports filed pursuant to
Sections 13(a) and 15(d) of the Exchange Act since the fiscal year
ended December 31, 2001; and
(c) The description of the Registrant's Common Stock, $1.00 par value per
share contained in its Registration Statement on Form S-3 (No.
33-51569), including Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (No. 333-57839) and any other amendment or
report filed for the purpose of updating such description.
In addition, all documents and other reports filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act that are
filed subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective date of filing of each such document (such documents, and
the documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may permit
indemnity for such officer or director to the extent it deems proper.
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time. Directors
and officers of the Registrant and its subsidiaries are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance expenses
upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase to redeem stock.
The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
No: Exhibit:
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3
(Registration No. 33-51569)).
4.2 Bylaws of the Registrant amended and restated as of May 20,
1998 (incorporated by reference to Exhibit 4.12 to Amendment
No. 1 to the Registrant's Registration Statement No.
333-57839).
4.3 Bowater Incorporated 2002 Stock Option Plan (incorporated by
reference to Exhibit 10.14 to the Registrant's Annual Report
on Form 10-K (File No. 1-8712) filed with the Commission on
March 19, 2002).
23.1 Consent of Accountants.
24 Power of Attorney.
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 Securities Act of 1933;
(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
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 a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 Securities
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 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.
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 March
12, 2003.
BOWATER INCORPORATED
(Registrant)
By: /s/ Arnold M. Nemirow
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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 March 12, 2003
----------------------- Executive Officer
Arnold M. Nemirow (principal executive officer)
/s/ David G. Maffucci Executive Vice President and Chief Financial March 12, 2003
---------------------- Officer
David G. Maffucci (principal financial officer)
/S/ Michael F. Nocito Vice President and Controller March 12, 2003
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Michael F. Nocito
* Director March 12, 2003
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Francis J. Aguilar
* Director March 12, 2003
----------------------
Richard Barth
* Director March 12, 2003
----------------------
Cinda A. Hallman
* Director March 12, 2003
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Charles J. Howard
* Director March 12, 2003
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L. Jacques Menard
* Director March 12, 2003
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John A. Rolls
* Director March 12, 2003
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Arthur R. Sawchuk
* Director March 12, 2003
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Togo D. West, Jr.
*Harry F. Geair, by signing his 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/ Harry F. Geair
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Harry F. Geair
Attorney-in-Fact