As filed with the Securities and Exchange Commission on December 8, 2008

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)

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 ¨
Non-accelerated Filer ¨		Smaller Reporting Company ¨

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

4,073,687

$

8.68

$

35,359,603.16

$

1,389.63

(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 December 5, 2008 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     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 “Earlier Registration Statement”) relating to Chicago Bridge & Iron 1999 Long-Term Incentive Plan was filed. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference.

Item 8. Exhibits

4.1		-		2008 Amendment to the Chicago Bridge & Iron 1999 Long-Term Incentive Plan (incorporated by reference from Annex B to the Definitive Proxy Statement (Registration No. 001-12815)).
4.2		-		Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex C to the Definitive Proxy Statement (Registration No. 001-12815)).
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).

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 December 8, 2008.

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		December 8, 2008
/s/ RONALD A. BALLSCHMIEDE   Ronald A. Ballschmiede		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		December 8, 2008
/s/ WESTLEY S. STOCKTON   Westley S. Stockton		Corporate Controller and Chief Accounting Officer of CBIC (Principal Accounting Officer)		December 8, 2008
/s/ GARY L. NEALE   Gary L. Neale		Supervisory Director		December 8, 2008

Signature		Title		Date
/s/ MARSHA C. WILLIAMS   Marsha C. Williams		Supervisory Director		December 8, 2008
/s/ J. CHARLES JENNETT   J. Charles Jennett		Supervisory Director		December 8, 2008
/s/ LARRY D. MCVAY   Larry D. McVay		Supervisory Director		December 8, 2008
/s/ MICHAEL L. UNDERWOOD   Michael L. Underwood		Supervisory Director		December 8, 2008
/s/ JERRY H. BALLENGEE   Jerry H. Ballengee		Supervisory Director and Non- Executive Chairman of CB&I N.V.		December 8, 2008
/s/ L. RICHARD FLURY   L. Richard Flury		Supervisory Director		December 8, 2008

INDEX TO EXHIBITS

Exhibit
Number				Description of Exhibits
4.1		-		2008 Amendment to the Chicago Bridge & Iron 1999 Long-Term Incentive Plan (incorporated by reference from Annex B to the Definitive Proxy Statement (Registration No. 001-12815)).
4.2		-		Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference from Annex C to the Definitive Proxy Statement (Registration No. 001-12815)).
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).