SHAW GROUP INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-02-13: Form 8-K; Period of report 2013-02-13; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.02.
- 2013-01-28: Form 8-K; Period of report 2013-01-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2013-01-04: Form 8-K; Period of report 2013-01-04; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-02-13 | 8-K | 2013-02-13 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 On February 13, 2013, concurrent and in connection with the completion of the Merger, Shaw terminated the Second Amended and Restated Credit Agreement, dated as of June 15, 2011, among Shaw, BNP Paribas, and the other parties signatory thereto. 2.01 At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, no par value, of Shaw (other than any dissenting shares, treasury shares, or shares held by Shaw, CB&I or Acquisition Sub and their respective subsidiaries) was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but instead converted automatically into 0.12883 of a share of CB&I common stock immediately after the Effective Time (the “Merger Consideration”). 3.01 On February 13, 2013, in connection with closing of the Merger, Shaw notified the New York Stock Exchange (the “NYSE”) that trading in Shaw’s common stock should be suspended and the listing of Shaw’s common stock on the NYSE should be removed. 3.03 The information set forth under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K (this “Report”) is incorporated herein by reference. 5.01 A change of control of Shaw occurred on February 13, 2013 upon the filing of the certificate of merger with the Secretary of State of the State of Louisiana, at which time Acquisition Sub merged with and into Shaw. 5.02 In connection with the Merger and as contemplated by the Transaction Agreement, each member of Shaw’s board of directors prior to the Merger voluntarily resigned from Shaw’s board of directors effective as of the Effective Time. | d486492d8k.htm |
| 2013-01-28 | 8-K | 2013-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On January 28, 2013, Eli Smith, President of the Power Group of The Shaw Group Inc. (“Shaw”), signed a letter agreement from Shaw regarding a retention bonus in the amount of $500,000. | shaw20130128_8k.htm |
| 2013-01-04 | 8-K | 2013-01-04 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On January 4, 2013, Nuclear Energy Holdings LLC (“NEH”), a wholly owned special purpose subsidiary of the Shaw Group Inc, (the “Company” or “Shaw”), sold its 20% equity interest (the “Shares”) in Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Limited, and their subsidiaries (“Westinghouse”) to Toshiba Corp. (“Toshiba”). | shaw_8k-010413.htm |