Form S-8 KBR, INC.

July 29, 2021 5:47 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
As filed with the Securities and Exchange Commission on July 29, 2021

Registration No. 333-


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KBR, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
20-4536774
(State or other jurisdiction of
incorporation or organization)
 
601 Jefferson Street, Suite 3400
Houston, Texas
(Address of Principal Executive Offices)
 
 
(I.R.S. Employer
Identification Number)
 
 
77002
(Zip Code)
 
Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan
(Full title of the plan)
 
Eileen G. Akerson
Executive Vice President and General Counsel
601 Jefferson Street
Suite 3400
Houston, Texas 77002
(Name and address of agent for service)
 
(713) 753-2000
(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, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer
   
Accelerated filer
Non-accelerated filer
 
 
Smaller reporting company
       
Emerging growth company
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. ☐



CALCULATION OF REGISTRATION FEE

Title of securities
to be registered
Amount to be
registered (1)
Proposed
maximum offering
price per share (2)
Proposed
maximum aggregate
offering price (2)
Amount of
registration fee (3)
Common Stock, par value $0.001 per share
7,000,000
$38.95
$272,650,000
$29,747
(1)
Shares of common stock, par value $0.001 per share (“Common Stock”), of KBR, Inc. (the “Registrant”) may be issued under the Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan (as amended from time to time, the “Plan”) up to the maximum number reserved thereunder.  This Form S-8 Registration Statement (the “Registration Statement”) registers an additional 7,000,000 shares of Common Stock that may be delivered with respect to new awards under the Plan.  Additionally, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution and adjustment provisions of the Plan.
(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based on a price of $38.95 per share, which is the average of the high and low trading prices for a share of Common Stock as reported on the New York Stock Exchange on July 27, 2021.
(3)
Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 7,000,000 aggregate shares of Common Stock under the Plan.
EXPLANATORY NOTE
The Registrant is filing this Registration Statement pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 7,000,000 shares of Common Stock that may be issued under the Plan. The Registrant’s stockholders approved an additional 7,000,000 shares of Common Stock for issuance pursuant to the Plan at the Registrant’s 2021 annual meeting of stockholders. The contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2006 (File No. 333-138850), August 22, 2013 (File No. 333-190777), and October 30, 2018 (File No. 333-228047) are incorporated by reference into this Registration Statement, as permitted by General Instruction E of Form S-8.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to the Plan’s participants as specified by Rule 428(b)(1) under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The Registrant is registering additional securities under the Plan covered hereby for which registration statements on Form S-8 bearing Registration Nos. 333-138850, 333-190777, and 333-228047 are currently effective.  Therefore, pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference the contents of such registration statements which constitute information required in this Registration Statement.

ITEM 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being registered pursuant hereto has been passed upon by Eileen G. Akerson, Esq., the Registrant’s Executive Vice President and General Counsel. Ms. Akerson, an employee of the Registrant and a participant in certain employee benefit plans offered by the Registrant, on the date hereof, beneficially owns 85,029 shares of the Registrant’s Common Stock.

ITEM 8. Exhibits

 
Exhibit
Number
Description

 
KBR Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed June 7, 2012; File No. 001-33146)

 
Amended and Restated Bylaws of KBR, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2013 filed February 27, 2014;
File No. 001-33146)

 
Form of specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s
Registration Statement on Form S-1, as amended; Registration No. 333-133302)

 
Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 21, 2021; File No. 001-33146)

 
Opinion of Counsel, Eileen G. Akerson, the Registrant’s Executive Vice President and General Counsel

 
Consent of KPMG LLP – Houston, Texas

 
Consent of Counsel, Eileen G. Akerson (included in exhibit 5.1)

 
Power of Attorney (included on the signature pages of this Registration Statement)
_________________
*Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on July 29, 2021.

KBR, INC.
     
By:
 
/s/ Stuart J. B. Bradie
   
Name: Stuart J. B. Bradie
   
Title: President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eileen G. Akerson and Adam M. Kramer, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, 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 with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on July 29, 2021.

Signature
 
Title
     
/s/ Stuart J. B. Bradie
 
President, Chief Executive Officer and Member of the Board of Directors 
Stuart J. B. Bradie
 
(Principal Executive Officer)
     
/s/ Mark W. Sopp
 
Executive Vice President and Chief Financial Officer
Mark W. Sopp
 
(Principal Financial Officer)
     
/s/ Shad E. Evans
 
Senior Vice President of Finance Operations and Chief Accounting Officer
Shad E. Evans
 
(Principal Accounting Officer)
     
/s/ Lester L. Lyles
 
Chairman of the Board of Directors
Lester L. Lyles
   
     
/s/ Mark E. Baldwin
 
Member of the Board of Directors
Mark E. Baldwin
   
     
/s/ Lynn A. Dugle
 
Member of the Board of Directors
Lynn A. Dugle
   
     
/s/ Wendy M. Masiello
 
Member of the Board of Directors
Wendy M. Masiello
   
     
/s/ Jack B. Moore
 
Member of the Board of Directors
Jack B. Moore
   
     
/s/ Ann D. Pickard
 
Member of the Board of Directors
Ann D. Pickard
   
     
/s/ Carlos A. Sabater
 
Member of the Board of Directors
Carlos A. Sabater
   
     
/s/ Umberto della Sala
 
Member of the Board of Directors
Umberto della Sala
   
     
/s/ Vincent R. Stewart
 
Member of the Board of Directors
Vincent R. Stewart
   

Exhibit 5.1

601 Jefferson Street | Houston, Texas 77002 | USA
Phone: 713.753.3454 | Fax: 713.753.2017

Eileen G. Akerson
Executive Vice President and General Counsel

July 29, 2021

KBR, Inc.
601 Jefferson Street, Suite 3400
Houston, Texas 77002

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of KBR, Inc., a Delaware corporation (the “Company”). This opinion of counsel relates to the Company’s Registration Statement on Form S-8 (“Registration Statement”) to register up to 7,000,000 additional shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, to be issued from time to time pursuant to the Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”).

In my capacity as Executive Vice President and General Counsel, I am familiar with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, each as amended to date, have familiarized myself with the matters discussed herein and have examined the Registration Statement, the Plan and all statutes, corporate records and other instruments or documents pertaining to the matters discussed herein that I deem necessary to examine as a basis for the opinions expressed herein. In making my examination, I have assumed that all signatures on all documents examined by me are genuine, that all documents submitted to me as originals are accurate and complete, that all documents submitted to me as copies are true and correct copies of the originals thereof and that all information submitted to me was accurate and complete.

On the basis of the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations I deem relevant, I am of the opinion that the Shares have been duly authorized and when issued by the Company pursuant to and in accordance with the terms and limitations of the Plan, will be validly issued, fully paid and non-assessable.

This opinion letter is limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws), as in effect on the date hereof. I express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof, and I expressly disclaim any obligation to update this letter or advise of any change in any matter after the date hereof.

I hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement and to the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,


/s/ Eileen G. Akerson 
Eileen G. Akerson
Executive Vice President and General Counsel
Exhibit 23.1


Consent of Independent Registered Public Accounting Firm


The Board of Directors
KBR, Inc.:

We consent to the use of our report dated February 25, 2021, except for the change in the composition of reportable segments discussed in Note 2, as to which the date is July 29, 2021, with respect to the consolidated balance sheets of KBR, Inc. as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule II (collectively, the “consolidated financial statements”), which report appears on Form 8-K of KBR, Inc. dated July 29, 2021.
We also consent to the use of our report dated February 25, 2021 with respect to the effectiveness of internal control over financial reporting as of December 31, 2020, which report appears in the December 31, 2020 annual report on Form 10-K of KBR, Inc. Our report dated February 25, 2021, on the effectiveness of internal control over financial reporting as of December 31, 2020, contains an explanatory paragraph stating that the Company acquired Centauri Platform Holdings LLC and Scientific Management Associates (Operations) Pty Ltd during 2020 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, these businesses’ internal control over financial reporting associated with total assets of $246 million and total revenues of $146 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of these acquired businesses.

/s/ KPMG LLP
KPMG LLP

Houston, Texas
July 29, 2021



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings