sv8
As filed with the Securities and Exchange Commission on May 12, 2009
Registration No. 333-     
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Chicago Bridge & Iron Company N.V.
(Exact name of registrant as specified in its charter)
     
The Netherlands
(State or other jurisdiction of
incorporation or organization)
  None
(I.R.S. Employer
Identification No.)
Oostduinlaan 75
2596 JJ The Hague, The Netherlands

(Address of Principal Executive Offices)
2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(formerly known as the Chicago Bridge & Iron 1999 Long-Term Incentive Plan)
(Full title of the plan)
 
David A. Delman
2103 Research Forest Drive
The Woodlands, Texas 77380-2624

(Name and address of agent for service)
(832) 513- 1040
(Telephone number, including area code, of agent for service)
 
With Copy to:
David Peterman
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151
 
Indicate by check mark if the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ Accelerated Filer o 
Non-accelerated Filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed maximum        
  Title of securities     Amount to     maximum offering     aggregate offering     Amount of  
  to be registered     be registered(2)     price per share(1)     price     registration fee  
 
Common Shares, par value EUR 0.01 per share
      4,000,000       $ 11.37       $ 45,480,000       $ 2,537.78    
 
 
(1)   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, based on the average of the high and low sale prices of such security on May 11, 2009 as reported by New York Stock Exchange.
 
(2)   The amount of Common Shares registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant.
 
 


 

Explanatory Note:
     This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form (Registration No. 333-87081, the “First Registration Statement”) relating to the Chicago Bridge & Iron 1999 Long-Term Incentive Plan and a registration statement on this Form (Registration No. 333-156004, the “Supplemental Registration Statement”) relating to the 2008 Amendment to the Chicago Bridge & Iron 1999 Long-Term Incentive Plan, were filed. Pursuant to Instruction E to Form S-8, the contents of the First Registration Statement and the Supplemental Registration Statement are incorporated herein by reference.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
         
4.1
    2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex B to the definitive proxy statement pertaining to the 2009 Annual General Meeting of Chicago Bridge & Iron Company N.V., filed with the Securities Exchange Commission on March 25, 2009).
 
       
4.2
    Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex C to the definitive proxy statement pertaining to the 2009 Annual General Meeting of Chicago Bridge & Iron Company N.V., filed with the Securities Exchange Commission on March 25, 2009).
 
       
5.1
    Opinion of Fulbright & Jaworski L.L.P.
 
       
23.1
    Consent of Fulbright & Jaworski L.L.P. (included in the opinion filed as Exhibit 5.1 hereto).
 
       
23.2
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
 
       
24.1
      Power of Attorney (included with signature page of this Registration Statement).

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SIGNATURES
     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 The Woodlands, State of Texas, on May 12, 2009.
         
  CHICAGO BRIDGE & IRON COMPANY N.V.
 
 
  By:   /s/ PHILIP K. ASHERMAN    
    Philip K. Asherman   
    President and Chief Executive Officer   
 
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Philip K. Asherman and Ronald A. Ballschmiede, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their substitute or 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 dates indicated.
         
Signature   Title   Date
 
       
/s/ PHILIP K. ASHERMAN
 
Philip K. Asherman
  President and Chief Executive Officer
(Principal Executive Officer)
Supervisory Director
  May 12, 2009
 
       
/s/ RONALD A. BALLSCHMIEDE
 
Ronald A. Ballschmiede
  Executive Vice President and Chief Financial Officer (Principal Financial Officer)   May 12, 2009
 
       
/s/ WESTLEY S. STOCKTON
 
Westley S. Stockton
  Corporate Controller and
Chief Accounting Officer
(Principal Accounting Officer)
  May 12, 2009
 
       
/s/ GARY L. NEALE
 
Gary L. Neale
  Supervisory Director    May 12, 2009

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Signature   Title   Date
 
       
/s/ MARSHA C. WILLIAMS
 
Marsha C. Williams
  Supervisory Director    May 12, 2009
 
       
/s/ J. CHARLES JENNETT
 
J. Charles Jennett
  Supervisory Director    May 12, 2009
 
       
/s/ LARRY D. MCVAY
 
Larry D. McVay
  Supervisory Director    May 12, 2009
 
       
/s/ MICHAEL L. UNDERWOOD
 
Michael L. Underwood
  Supervisory Director    May 12, 2009
 
       
/s/ JERRY H. BALLENGEE
 
Jerry H. Ballengee
  Supervisory Director and Non-Executive Chairman   May 12, 2009
 
       
/s/ L. RICHARD FLURY
 
L. Richard Flury
  Supervisory Director    May 12, 2009
 
       
/s/ W. CRAIG KISSEL
 
W. Craig Kissel
  Supervisory Director    May 12, 2009

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INDEX TO EXHIBITS
         
Exhibit        
Number       Description of Exhibits
4.1
    2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex B to the definitive proxy statement pertaining to the 2009 Annual General Meeting of Chicago Bridge & Iron Company N.V., filed with the Securities Exchange Commission on March 25, 2009).
 
       
4.2
    Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex C to the definitive proxy statement pertaining to the 2009 Annual General Meeting of Chicago Bridge & Iron Company N.V., filed with the Securities Exchange Commission on March 25, 2009).
 
       
5.1
    Opinion of Fulbright & Jaworski L.L.P.
 
       
23.1
    Consent of Fulbright & Jaworski L.L.P. (included in the opinion filed as Exhibit 5.1 hereto).
 
       
23.2
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
 
       
24.1
      Power of Attorney (included with signature page of this Registration Statement).

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