As filed with the Securities and Exchange Commission on May 11, 2018
Registration
No. 333-186996
Registration
No. 333-159183
Registration
No. 333-159182
Registration
No. 333-156004
Registration
No. 333-87081
Registration
No. 333-64442
Registration
No. 333-39975
Registration
No. 333-24445
Registration
No. 333-24443
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-186996
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-159183
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-159182
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-156004
Post-Effective Amendment No. 2 to
Form
S-8
Registration Statement
No. 333-87081
Post-Effective Amendment No. 2 to
Form
S-8
Registration Statement
No. 333-64442
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-39975
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-24445
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-24443
UNDER THE SECURITIES ACT OF 1933
CHICAGO
BRIDGE & IRON COMPANY N.V.
(Comet II B.V., as successor by merger to Chicago Bridge & Iron
Company N.V.)
(Exact name of registrant as specified in its charter)
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The Netherlands
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Prinses Beatrixlaan 35
2595 AK The Hague
The
Netherlands
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98-0420223
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(State or other jurisdiction of incorporation
or organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer Identification Number)
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The Shaw Group Inc. 1996
Non-Employee
Director Stock Option Plan
The Shaw Group Inc. 2001 Employee Incentive Compensation Plan
The Shaw Group Inc. 2005
Non-Employee
Director Stock Incentive Plan
The Shaw Group Inc. 2008 Omnibus Incentive Plan
2009 Amendment to Chicago Bridge & Iron 2001 Employee Stock Purchase Plan
2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(formerly known as the Chicago Bridge & Iron 1999 Long-Term Incentive Plan)
Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(formerly known as the Chicago Bridge & Iron 1999 Long-Term Incentive Plan)
Chicago Bridge & Iron 1999 Long-Term Incentive Plan
Chicago Bridge & Iron 2001 Employee Stock Purchase Plan
Chicago Bridge & Iron Employee Stock Purchase Plan (1997)
Chicago Bridge & Iron Company Long-Term Incentive Plan
Chicago Bridge & Iron Management Defined Contribution Stock Incentive Plan
(Full title of the plans)
John M.
Freeman
4424 West Sam Houston Parkway North
Houston, Texas 77041
(Name and address of agent for service)
(281) 870-5000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments filed by Comet II B.V., a Netherlands corporation (“Comet II”), as successor by merger to Chicago
Bridge & Iron Company N.V. (“CB&I”), relate to the following Registration Statements of CB&I.
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Registration Statement on Form
S-8
(File
No. 333-186996),
filed with the Securities and Exchange Commission (the
“Commission”) on March 1, 2013, pertaining to the registration of 1,259,024 shares of CB&I’s common stock, par value EUR 0.01 per share (“Common Stock”), comprised of (a) 2,289 shares of Common Stock issuable in
respect of outstanding awards under The Shaw Group Inc. 1996
Non-Employee
Director Stock Option Plan, (b) 478,530 shares of Common Stock issuable in respect of outstanding awards under The Shaw Group Inc. 2001
Employee Incentive Compensation Plan, (c) 18,302 shares of Common Stock issuable in respect of outstanding awards under The Shaw Group Inc. 2005
Non-Employee
Director Stock Incentive Plan and (d) 759,903
shares of Common Stock issuable in respect of outstanding awards under The Shaw Group Inc. 2008 Omnibus Incentive Plan.
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Registration Statement on Form
S-8
(File
No. 333-159183),
filed with the Commission on May 12, 2009, pertaining to the
registration of 3,000,000 shares of Common Stock issuable under the 2009 Amendment to Chicago Bridge & Iron 2001 Employee Stock Purchase Plan.
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Registration Statement on Form
S-8
(File
No. 333-159182),
filed with the Commission on May 12, 2009, pertaining to the
registration of 4,000,000 shares of Common Stock issuable under the 2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan (formerly known as the Chicago Bridge & Iron 1999 Long-Term Incentive Plan).
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Registration Statement on Form
S-8
(File
No. 333-156004),
filed with the Commission on December 8, 2008, pertaining to the
registration of 4,073,687 shares of Common Stock issuable under the Chicago Bridge & Iron 2008 Long-Term Incentive Plan (formerly known as the Chicago Bridge & Iron 1999 Long-Term Incentive Plan).
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Registration Statement on Form
S-8
(File
No. 333-87081),
filed with the Commission on September 14, 1999, pertaining to the
registration of 1,130,000 shares of Common Stock issuable under the Chicago Bridge & Iron 1999 Long-Term Incentive Plan, as amended on October 7, 2003.
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Registration Statement on Form
S-8
(File
No. 333-64442),
filed with the Commission on July 2, 2001, pertaining to the
registration of 500,000 shares of Common Stock issuable under the Chicago Bridge & Iron 2001 Employee Stock Purchase Plan, as amended on October 7, 2003.
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Registration Statement on Form
S-8
(File
No. 333-39975),
filed with the Commission on November 12, 1997, pertaining to the
registration of 250,000 shares of Common Stock issuable under the Chicago Bridge & Iron Employee Stock Purchase Plan (1997).
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Registration Statement on Form
S-8
(File
No. 333-24445),
filed with the Commission on April 3, 1997, pertaining to the
registration of 1,251,755 shares of Common Stock issuable under the Chicago Bridge & Iron Company Long-Term Incentive Plan.
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Registration Statement on Form
S-8
(File
No. 333-24443),
filed with the Commission on April 3, 1997, pertaining to the
registration of 925,670 shares of Common Stock issuable under the Chicago Bridge & Iron Management Defined Contribution Stock Incentive Plan.
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The Registration Statements referred to above are collectively referred to as the “Registration Statements.” The plans referred to
above are collectively referred to as the “Plans.”
On May 10, 2018, McDermott International, Inc. (“McDermott”)
and CB&I consummated a series of transactions (the “Combination”) contemplated by, and in accordance with, the Business Combination Agreement dated as of December 18, 2017 to which McDermott, CB&I and certain of their
respective subsidiaries are parties, as amended. As a result of the Combination, (1) CB&I merged with and into Comet II, with Comet II continuing as the surviving entity, and (2) Comet II became an indirect wholly owned subsidiary of
McDermott. CB&I has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements.
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In accordance with an undertaking contained in each of the Registration Statements to remove by
means of a post-effective amendment any securities that remain unsold at the termination of the offering, Comet II, as successor to CB&I, hereby deregisters, and removes from registration, any and all securities originally reserved for issuance
and registered under the Registration Statements that remained unsold at the effective time of the Combination. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, Comet II B.V. certifies that it has reasonable grounds to believe that
all the requirements for filing on Form
S-8
are met and has duly caused this Post-Effective Amendment to the Registration Statements on Form
S-8
to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on May 11, 2018.
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COMET II B.V.
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(as successor by merger to Chicago Bridge & Iron Company N.V.)
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By: MCDERMOTT TECHNOLOGY, B.V., its Managing Director
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By:
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/S/ STUART SPENCE
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Stuart Spence
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Managing Director
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*
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
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