Registration No. ________
As filed with the Securities and Exchange Commission on June 10, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
ALSTOM
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(Exact name of registrant as specified in its charter)
FRANCE NOT APPLICABLE
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
25, AVENUE KLEBER, 75116 PARIS, FRANCE
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(Address of Principal Executive Offices)
ALSTOM Stock Option Plan No. 3 July 24, 2001
and
ALSTOM Stock Option Plan January 8, 2002
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(Full title of the plan)
Anthony M. D'Iorio Copy to: Gloria W. Nusbacher, Esq.
ALSTOM Inc., Hughes Hubbard & Reed LLP
300 Tice Boulevard One Battery Park Plaza
Woodcliff Lake, NJ 07677 New York, N.Y. 10004
TEL: (201) 802-2891
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities Amount Proposed Maximum Proposed Amount of
to be to be Offering Price Maximum Aggregate Registration
Registered* Registered** Per Share*** Offering Price*** Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Ordinary Shares,
nominal value 900,000 shares $21.64 $19,476,000 $1791.79
Euro 6 per share
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(see footnotes on following page)
FOOTNOTES
* American Depositary Receipts evidencing American Depositary Shares
issuable on deposit of the Ordinary Shares registered hereby have been
registered pursuant to a separate Registration Statement on Form F-6
(Registration No. 333-8876).
** Of the Ordinary Shares registered on this Registration Statement,
450,000 shares are being registered for use under the ALSTOM Stock
Option Plan No. 3 July 24, 2001 (the "2001 Plan") and 450,000 shares
are being registered for use under the ALSTOM Stock Option Plan January
8, 2002 (the "2002 Plan"). This Registration Statement also relates to
such indeterminate number of additional shares as may be issuable
pursuant to stock splits, stock dividends, or similar transactions.
*** The proposed maximum offering price per Ordinary Share and the proposed
maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. Such prices are based on the weighted average
exercise price of the stock options under the Plans (Euro 33.00 per
share in the case of the 450,000 shares issuable under the 2001 Plan,
and Euro 13.09 per share in the case of the 450,000 shares issuable
under the 2002 Plan). Amounts in Euros have been converted to U.S.
dollars using an exchange rate of 0.9391 U.S. dollars per Euro, the
noon buying rate in New York City for cable transfers in Euro as
certified for customs purposes by The Federal Reserve Bank of New York
on June 5, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by ALSTOM (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 20-F for the fiscal year
ended March 31, 2002;
(b) The Company's Reports on Form 6-K dated May 29, 2002; and
(c) The descriptions of the Company's Ordinary Shares and American
Depositary Shares contained in the Company's Registration Statement on
Form F-1 (No. 333-8784) and any amendment or report filed for the purpose
of updating such description.
All subsequent annual reports on Form 20-F filed by the Company
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. In addition, the
Company may incorporate by reference into this Registration Statement one or
more of its future reports on Form 6-K. Reports which are so incorporated shall
be identified in the Form 6-K as being incorporated by reference into this
Registration Statement.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in a
subsequently filed document which is also incorporated by reference herein
modifies or supersedes such statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company maintains liability insurance for its directors and
officers, including insurance against liabilities under the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
NUMBER DESCRIPTION METHOD OF FILING
4.1 Amended and restated by-laws Filed as Exhibit 1 to Annual Report
(STATUTS) of ALSTOM updated as on Form 20-F for the year ended
of July 24, 2001 (English March 31, 2002
translation)
4.2 Form of Deposit Agreement among Filed as Exhibit (a) to Amendment
ALSTOM and The Bank of New No. 1 to the Registration Statement
York, as Depositary, and on Form F-6 (No. 333-8876), as
holders from time to time of amended, filed on June 19, 1998
American Depositary Receipts
issued thereunder, including
the form of American Depositary
Receipt
4.3 Plan Document for the ALSTOM Filed herewith
Stock Option Plan No.3 July 24,
2001 (English translation)
4.4 Plan Document for the ALSTOM Filed herewith
Stock Option Plan January 8,
2002 (English translation)
5.1 Opinion of A.P. Hibbert Filed herewith
23.1 Consent of Deloitte Touche Filed herewith
Tohmatsu, independent auditors,
and Barbier Frinault & Autres,
Arthur Andersen, independent
auditors
23.2 Consent of A.P. Hibbert Contained in Exhibit 5.1
24.1 Powers of Attorney with respect Filed herewith
to Stock Option Plan No. 3 July
24, 2001
24.2 Powers of Attorney with respect Filed herewith
to Stock Option Plan January 8,
2002
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
THE REGISTRANT. 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 Paris, France, on this 10th day of June, 2002.
ALSTOM
By: /S/ PIERRE BILGER
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 10th day of June, 2002.
SIGNATURE CAPACITY
* Chairman and Chief Executive
--------------------------------------- Officer and a Director
Pierre Bilger
* Chief Financial Officer
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Francois Newey
* Principal Accounting Officer
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James Milner
* Director
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Sir William Purves
* Director
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Jean-Paul Bechat
* Director
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Candace Beinecke
SIGNATURE CAPACITY
* Director
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Jim Cronin
* Director
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Dr. Klaus Esser
* Director
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Jean-Pierre Halbron
* Director
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Patrick Kron
* Director
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Lord Simpson
* Authorized Representative in the
--------------------------------------- United States
Anthony D'Iorio
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* By /S/ PIERRE BILGER
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as authorized by Power of Attorney
filed as Exhibit 24.1 to this
Registration Statement
EXHIBIT INDEX
NUMBER DESCRIPTION METHOD OF FILING
4.1 Amended and restated by-laws Filed as Exhibit 1 to Annual Report
(STATUTS) of ALSTOM updated as on Form 20-F for the year ended
of July 24, 2001 (English March 31, 2002
translation)
4.2 Form of Deposit Agreement among Filed as Exhibit (a) to Amendment
ALSTOM and The Bank of New No. 1 to the Registration Statement
York, as Depositary, and on Form F-6 (No. 333-8876), as
holders from time to time of amended, filed on June 19, 1998
American Depositary Receipts
issued thereunder, including
the form of American Depositary
Receipt
4.3 Plan Document for the ALSTOM Filed herewith
Stock Option Plan No.3 July 24,
2001 (English translation)
4.4 Plan Document for the ALSTOM Filed herewith
Stock Option Plan January 8,
2002 (English translation)
5.1 Opinion of A.P. Hibbert Filed herewith
23.1 Consent of Deloitte Touche Filed herewith
Tohmatsu, independent auditors,
and Barbier Frinault & Autres,
Arthur Andersen, independent
auditors
23.2 Consent of A.P. Hibbert Contained in Exhibit 5.1
24.1 Powers of Attorney with respect Filed herewith
to Stock Option Plan No. 3 July
24, 2001
24.2 Powers of Attorney with respect Filed herewith
to Stock Option Plan January 8,
2002