As filed with the Securities and Exchange Commission on April 4, 2003
Registration No. 333-70760
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact Name of Registrant as Specified in Its Charter)
THE NETHERLANDS NOT APPLICABLE
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
POLARISAVENUE 31
2132 JH HOOFDDORP
THE NETHERLANDS
31-23-5685660
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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ROBERT H. WOLFE, ESQ.
SECRETARY
CHICAGO BRIDGE & IRON COMPANY
10200 GROGAN'S MILL ROAD
SUITE 300
THE WOODLANDS, TEXAS 77380
(281) 774-2200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
JAMES M. REUM, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
No longer applicable because shares are being removed from registration.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
DEREGISTRATION OF SECURITIES
Chicago Bridge & Iron Company N.V., a Netherlands company ("CB&I"), filed a
Registration Statement on Form S-3 (Registration No. 333-70760) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") on October 2, 2001, registering 1,307,356 shares of CB&I's common stock
(or 2,614,712 shares taking into account the 2-for-1 stock split effective in
February 2003) to be offered from time to time by the selling shareholders named
therein (the "Offering"). CB&I subsequently filed a Pre-Effective Amendment
No. 1 on November 1, 2001 pertaining to the same Offering and constituting part
of the Registration Statement. The SEC declared the Registration Statement
effective on November 9, 2001.
The Offering contemplated by the Registration Statement has terminated by virtue
of the expiration of CB&I's contractual obligation to the remaining selling
shareholders to maintain the effectiveness of the Registration Statement.
Pursuant to the undertaking contained in the Registration Statement, CB&I is
filing this post-effective amendment to remove from registration all of the
shares that were registered in the Offering but remain unsold as of the date
hereof. As of the date hereof, there are 675,400 shares of common stock (taking
into account the 2-for-1 stock split effective in February 2003) that remain
unsold under the Registration Statement.
Accordingly, CB&I files this post-effective amendment to deregister the 675,400
shares of its common stock covered by the Registration Statement that remain
unsold as of the date hereof.
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-3 and has duly caused this Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The Woodlands, State of Texas, on April 4, 2003.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: Chicago Bridge & Iron Company B.V.,
its sole Managing Director
By: /s/ Gerald M. Glenn
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Managing Director
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
--------- ----- ----
* Managing Director of Registrant April 4, 2003
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Chicago Bridge & Iron Company, B.V.
/s/ Richard E. Goodrich Executive Vice President and Chief April 4, 2003
----------------------------------- Financial Officer of CBIC
Richard E. Goodrich (Principal Financial Officer)
Managing Director of CB&I B.V.
* Controller of CBIC April 4, 2003
----------------------------------- (Principal Accounting Officer)
Tom C. Rhodes
* Supervisory Director; Chairman, April 4, 2003
----------------------------------- President and Chief Executive Officer
Gerald M. Glenn and Director of CBIC
(Principal Executive Officer)
Managing Director of CB&I B.V.
* Supervisory Director April 4, 2003
-----------------------------------
Jerry H. Ballengee
* Supervisory Director April 4, 2003
-----------------------------------
Ben A. Guill
* Supervisory Director April 4, 2003
-----------------------------------
Vincent L. Kontny
* Supervisory Director April 4, 2003
-----------------------------------
Gary L. Neale
* Supervisory Director April 4, 2003
-----------------------------------
L. Donald Simpson
* Supervisory Director April 4, 2003
-----------------------------------
Marsha C. Williams
* By /s/ Gerald M. Glenn
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Attorney-in-Fact