Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on June 6, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

_____________________________________________________

Babcock & Wilcox Enterprises, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________



Delaware (State or other jurisdiction of incorporation or organization)		47-2783641 (I.R.S. Employer Identification No.)
The Harris Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina (Address of Principal Executive Offices)		28277 (Zip Code)

Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of May 16, 2018)

(Full title of the plan)

Leslie C. Kass
President and Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
The Harris Building
13024 Ballantyne Corporate Place, Suite 700
Charlotte, North Carolina 28277

(Name and address of agent for service)

(704) 625-4900

(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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o Emerging growth company o

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. o

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	1,000,000 shares ⁽¹⁾⁽²⁾	$2.49 ⁽³⁾	$2,490,000 ⁽³⁾	$310.01


⁽¹⁾	Represents shares of common stock, par value $0.01 per share, (“Common Shares”), of Babcock & Wilcox Enterprises, Inc. (“B&W”) issuable pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of May 16, 2018) (the “Plan”) being registered hereon.


⁽²⁾	Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plan.


⁽³⁾	Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for the Common Shares as reported on the New York Stock Exchange on June 1, 2018 within five business days prior to filing.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 1,000,000 Common Shares under the Plan, for which previously filed Registration Statements on Form S-8 are effective. The contents of the Registration Statement on Form S-8 (Registration No. 333-205333) filed by B&W on June 29, 2015 and the Registration Statement on Form S-8 (Registration No. 333-211260) filed by B&W on May 10, 2016 are incorporated by reference into this Registration Statement, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth or incorporated herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:


•	B&W’s Annual Report on Form 10-K (File No. 001-36876) for the year ended December 31, 2017 (Commission File No. 001-36876), filed with the Commission on March 1, 2018 as amended by Amendment No. 1 to the 10-K on Form 10-K/A, filed on March 5, 2018;


•	B&W’s Quarterly Report on Form 10-Q (File No. 001-36876) for the quarterly period ended March 31, 2018, filed with the Commission on May 8, 2018;


•	B&W’s Current Reports on Form 8-K (File No. 001-36876) filed with the Commission on January 3, 2018, February 1, 2018, February 6, 2018, March 5, 2018, March 15, 2018, March 19, 2018, April 10, 2018, April 11, 2018, May 1, 2018, May 16, 2018, May 21, 2018, June 5, 2018 and June 6, 2018; and


•	The description of the Capital Stock contained in B&W’s Information Statement, filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-36876), filed on June 9, 2016, including any amendment or report filed for the purpose of updating such description.

All documents filed by B&W with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.



4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876)).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-36876)).
4.3	Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of May 16, 2018) (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed May 21, 2018 (File No. 001-36876)).
5.1	Opinion of Jones Day.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Jones Day (included in Exhibit 5.1).
24.1	Power of Attorney.

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 Charlotte, State of North Carolina, on June 6, 2018.



			Babcock & Wilcox Enterprises, Inc.

		By:	/s/ Leslie C. Kass
			Name: Leslie C. Kass
			Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2018.



Signature	Title
/s/ Leslie C. Kass
Leslie C. Kass	President, Chief Executive Officer and Director (Principal Executive Officer)
*
Joel K. Mostrom	Interim Chief Financial Officer (Principal Financial Officer)
*
Daniel W. Hoehn	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
*
Matthew E. Avril	Director
*
Henry E. Bartoli	Director
*
Thomas A. Christopher	Director
*
Cynthia S. Dubin	Director
*
Bryan R. Kahn	Director
*
Anne R. Pramaggiore	Director


*	This Registration Statement has been signed on behalf of the above officers and directors by Leslie C. Kass, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.