AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2002
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
BOWATER INCORPORATED
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(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 SAVINGS PLAN
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(Full Title of the Plan)
ANTHONY H. BARASH, ESQUIRE
SR. VICE PRESIDENT-CORPORATE AFFAIRS, GENERAL COUNSEL AND SECRETARY
BOWATER INCORPORATED
55 E. CAMPERDOWN WAY, P.O. BOX 1028,
GREENVILLE, SOUTH CAROLINA 29602
(864) 271-7733
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Each Class Of Amount To Be Offering Price Aggregate Offering Amount of
Securities To Be Registered Registered Per Unit Price Registration Fee
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Common Stock, 1 share(1)(2) $48.09(2) $48.09(2) $0(2)
$1.00 par value
per share
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(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) As described in Part II of this Registration Statement, Bowater
Incorporated is carrying over, for issuance under the Plan, 1,594,533 shares of
Common Stock previously registered, but unissued under Form S-8 for the Bowater
Incorporated Savings Plan for Certain Hourly Employees and the Bowater
Incorporated/Coated Papers and Pulp Division Hourly Employees' Savings Plan. In
connection with the prior registration filed on May 18, 2001, Bowater
Incorporated paid a registration fee of $19,170.27, calculated pursuant to Rule
457(c) under the Securities Act and 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 14, 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.
The Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act, and
Rules 456 and 462 promulgated thereunder.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
Bowater Incorporated (the "Registrant") has registered 1,900,000 shares
of its Common Stock, par value $1.00 ("Common Stock") on Form S-8 (Registration
No. 333-00555) for issuance under the Bowater Incorporated Savings Plan
(formerly named the Bowater Incorporated Salaried Employees' Savings Plan) (the
"Plan"). Pursuant to Form S-8 (General Instruction E), the Registrant increased
the number of shares by registering an additional 6,200,000 shares (Registration
Nos. 333-41471, 333-84161 and 333-61228). Therefore, the Registrant has
registered an aggregate number of 8,100,000 shares for issuance under the Plan.
The Registrant has also registered shares of its Common Stock for
issuance under the Bowater Incorporated Savings Plan for Certain Hourly
Employees (the "BI Certain Employees Plan") (Registration Nos. 33-16277,
333-84163 and 333-61230) and the Bowater Incorporated/Coated Papers and Pulp
Division Hourly Employees' Savings Plan (the "BI Coated Papers Savings Plan")
(Registration Nos. 333-02989, 333-41475, 333-84171 and 333-61232). Effective as
of December 31, 2001, the Registrant merged both the BI Certain Employees Plan
and the BI Coated Papers Savings Plan into and with the Plan pursuant to its
amendment authority under each plan and participants in each of the merged plans
became participants in the Plan. Simultaneously with the filing of this
Registration Statement, the Registrant has terminated its offering of Common
Stock and Participation Interests under the BI Certain Employees Plan and the BI
Coated Papers Savings Plan by filing a post-effective amendment to Form S-8 for
each plan (Registration Nos. 333-61230 and No. 333-61232, respectively).
The Registrant hereby carries over 1,594,533 shares of Common Stock and
Participation Interests that remained unsold as of the termination of the
offerings registered under Forms S-8 for the BI Certain Employees Plan and the
BI Coated Papers Savings Plan (Registration Nos. 333-61230 and No. 333-61232,
respectively).
Pursuant to General Instruction E of the instructions to Form S-8,
Bowater Incorporated (the "Registrant") and the Bowater Incorporated 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, 333-84161 and 333-61228). The current
registration of 1,594,533 shares of Common Stock of the Registrant will increase
the total number of shares registered for issuance under the Plan to 9,694,533
shares.
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, 333-84161 and 333-61228). The
following additional exhibits are filed as part of this Registration Statement.
No: Exhibit:
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4.1 The Bowater Incorporated Savings Plan, As Amended and
Restated Effective January 1, 1997.
23 Consent of Accountants.
24 Powers of Attorney.
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
30, 2002.
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 Executive May 30, 2002
Arnold M. Nemirow Officer (principal executive officer)
/s/ David G. Maffucci
----------------------------- Senior Vice President and Chief Financial Officer May 30, 2002
David G. Maffucci (principal financial officer)
/s/ Michael F. Nocito
----------------------------- Vice President and Controller May 30, 2002
Michael F. Nocito (principal accounting officer)
* Director May 30, 2002
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Francis J. Aguilar
* Director May 30, 2002
-----------------------------
Richard Barth
* Director May 30, 2002
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Cinda A. Hallman
* Director May 30, 2002
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Charles J. Howard
* Director May 30, 2002
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L. Jacques Menard
* Director May 30, 2002
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James L. Pate
* Director May 30, 2002
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John A. Rolls
* Director May 30, 2002
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Arthur R. Sawchuk
* Director May 30, 2002
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Togo D. West, Jr.
*Anthony H. Barash, 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/ Anthony H. Barash
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Anthony H. Barash,
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 30,
2002.
BOWATER INCORPORATED SAVINGS PLAN
(Plan)
By: /s/ Aaron Whitlock
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Aaron Whitlock,
Plan Administrator