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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
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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 2000 STOCK OPTION PLAN
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(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
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(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
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Common Stock 1,800,000 $48.09(1) $86,562,000 (1) $21,641(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 May 11, 2001.
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.
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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.
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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 of the Registrant (File No.
1-8712) for the fiscal year ended December 31, 2000, filed
with the Commission on March 22, 2001;
(b) The Current Report on Form 8-K of the Registrant (File No.
1-8712), filed with the Commission on April 4, 2001,
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 March 31, 2001, filed with the
Commission on May 14, 2001 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, 2000; 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.
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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.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
No: Exhibit:
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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 2000 Stock Option Plan (incorporated
by reference to Exhibit 10.40 to the Registrant's 1999
Annual Report on Form 10-K filed with the Commission on
March 27, 2000).
5 Opinion of Counsel.
23.1 Consent of Accountants.
23.2 Opinion of Counsel.
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;
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(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.
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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 Greenville, state of South Carolina, on May
16, 2001.
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 16, 2001
---------------------------------------- Officer
Arnold M. Nemirow (principal executive officer)
/s/ David G. Maffucci Senior Vice President and Chief Financial Officer May 16, 2001
---------------------------------------- (principal financial officer)
David G. Maffucci
/s/ Michael F. Nocito Vice President and Controller May 16, 2001
---------------------------------------- (principal accounting officer)
Michael F. Nocito
* Director May 16, 2001
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Francis J. Aguilar
* Director May 16, 2001
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Richard Barth
* Director May 16, 2001
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Kenneth M. Curtis
* Director May 16, 2001
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Cinda A. Hallman
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SIGNATURE TITLE DATE
* Director May 16, 2001
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Charles J. Howard
* Director May 16, 2001
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James L. Pate
* Director May 16, 2001
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John A. Rolls
* Director May 16, 2001
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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
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Wendy C. Shiba,
Attorney-in-Fact