As filed with the Securities and Exchange Commission
on February 9, 2009
Registration Nos.
33-34694
333-25945
33-59739
333-77125
333-88912
333-101524
333-119308
333-134592
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 (NO. 33-34694)
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 (NO. 333-25945)
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 (NO. 33-59739)
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 (NO. 333-77125)
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 (NO. 333-88912)
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 (NO. 333-101524)
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 (NO. 333-119308)
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 (NO. 333-134592)
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOSTER WHEELER AG
(Exact Name of Registrant as Specified in Its
Charter)
Switzerland*
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98-0607469
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(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer Identification Number)
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Perryville Corporate Park
Clinton, New Jersey 08809-4000
(Address of Principal Executive Offices)
*
Maintains its registered offices at c/o
Bär & Karrer, Baarerstrasse 8, CH-6301 Zug, Switzerland, and its
principal executive offices at Perryville Corporate Park, Clinton, New Jersey 08809-4000
Foster Wheeler Inc. Directors
Stock Option Plan
1995 Stock Option Plan of Foster
Wheeler Inc.
Stock Option Agreement Between
Foster Wheeler Inc. and Raymond
J. Milchovich
dated October 22, 2001 and September 24,
2002
2004 Stock Option Plan
Foster Wheeler Ltd. Omnibus
Incentive Plan
(Full Title of the Plans)
Peter J. Ganz
Executive Vice President, General Counsel and Secretary
c/o Foster Wheeler Inc.
Perryville Corporate Park
Clinton, New Jersey 08809-4000
Telephone: (908) 730-4000
Facsimile: (908) 730-5300
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Tracy Kimmel
Adam M. Freiman
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
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. (Check one):
Large accelerated
filer
x
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Accelerated filer
o
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Non-accelerated
filer
o
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION FEE
Title of
Each Class of
Securities to be
Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate Offering Price
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Amount
of
Registration Fee
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Registered Shares, par value CHF 3.00 per share
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(1)
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(1)
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(1)
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(1)
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(1)
No additional securities are to be
registered, and the registration fee was paid upon filing of the original Registration Statements on Form S-8
(File Nos. 33-34694, 333-25945, 33-59739, 333-77125, 333-88912, 333-101524,
333-119308 and 333-134592). Therefore, no further registration fee is required.
EXPLANATORY NOTE
This Post-Effective Amendment is being filed pursuant to
Rule 414 under the Securities Act of 1933, as amended (the Securities Act),
by Foster Wheeler AG, a Swiss corporation (the Company), as successor issuer
to Foster Wheeler Ltd., a company incorporated under the laws of Bermuda (Foster
Wheeler-Bermuda). Pursuant to a scheme
of arrangement under Bermuda law (the Scheme of Arrangement), on February 9,
2009 all of the previously outstanding common shares of Foster Wheeler-Bermuda
were cancelled and each holder of cancelled Foster Wheeler-Bermuda common
shares received registered shares of the Company (or cash in lieu of any
fractional shares). As a result of the
Scheme of Arrangement, Foster Wheeler-Bermuda became a wholly-owned subsidiary
of the Company. In connection with the
Scheme of Arrangement, the Company assumed Foster Wheeler-Bermudas existing
obligations in connection with awards granted under Foster Wheeler-Bermudas
incentive plans and other similar employee awards and amended such plans and
awards as necessary to provide for the issuance of the Companys registered
shares rather than the common shares of Foster Wheeler-Bermuda upon the
exercise of awards. This Post-Effective
Amendment pertains to the adoption by the Company of the following registration
statements on Form S-8 (collectively, the Registration Statements): (i) Registration
No. 33-34694; (ii) Registration No. 333-25945; (iii) Registration
No. 33-59739; (iv) Registration No. 333-77125; (v) Registration
No. 333-88912; (vi) Registration No. 333-101524; (vii) Registration
No. 333-119308; and (viii) Registration No. 333-134592. The
Company hereby expressly adopts each Registration Statement as its own
registration statement for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended (the Exchange Act). With respect to Registration Nos.
33-34694, 333-77125, 333-88912, 333-101524
and 333-134592, this is Post-Effective Amendment No. 1. With respect to Registration Nos. 333-119308,
333-25945 and 33-59739, this is Post-Effective Amendment No. 2. Registration fees were paid at the time of
filing of the original Registration Statements.
In
accordance with an undertaking contained in each Registration Statement to
remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, this
Post-Effective Amendment hereby removes from registration all of the Preferred
Stock Purchase Rights previously registered on Registration Nos. 33-59739,
333-77125, 333-88912 and 333-101524 and the Foster Wheeler-Bermuda Series B
Convertible Preferred Shares previously registered on Registration No. 333-119308
that remain unsold under such registration statements as of the date
hereof. The respective registration
statements are hereby amended, as appropriate, to reflect the deregistration of
such securities.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The
Company incorporates by reference the documents listed below and any documents
it files in the future with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the filing of
a post-effective amendment to this registration statement that indicates that
all securities offered hereunder have been sold or that deregisters all
securities then remaining unsold:
1.
Foster Wheeler-Bermudas Annual Report on Form 10-K
for the year ended December 28, 2007 filed on February 26, 2008;
2.
Foster Wheeler-Bermudas Quarterly Report on Form 10-Q
for the quarter ended March 28, 2008 filed on May 7, 2008;
3.
Foster Wheeler-Bermudas Quarterly Report on Form 10-Q
for the quarter ended June 27, 2008 filed on August 6, 2008;
4.
Foster Wheeler-Bermudas Quarterly Report on Form 10-Q
for the quarter ended September 26, 2008 filed on November 5, 2008;
II-1
5.
Foster Wheeler-Bermudas Current Reports on Form 8-K
filed on January 8, 2008, February 4, 2008, February 28, 2008, May 12,
2008, June 20, 2008, August 7, 2008, September 16, 2008, October 14,
2008, November 5, 2008, December 5, 2008, December 10, 2008, December 22,
2008, and January 27, 2009;
6.
The Companys Current Report on Form 8-K
filed on February 9, 2009; and
7.
The description of the Companys registered
shares contained in its Registration Statement on Form 8-A, as amended on
February 9, 2009 (File No. 000-50740).
Notwithstanding
the foregoing, unless specifically stated to the contrary, none of the
information that the Company discloses under Items 2.02 or 7.01 of any Current
Report on Form 8-K that it may from time to time furnish to the Securities
and Exchange Commission will be incorporated by reference into, or otherwise
included in, this registration 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.
Foster
Wheeler AG (the Company) is a Swiss company.
Although this area of law is unsettled in Switzerland, the Company
believes, based on the interpretation of certain leading Swiss legal scholars,
that under Swiss law, the Company may indemnify its directors and officers
unless the indemnification results from a breach of their duties, which breach
constitutes gross negligence or intentional breach of duty. The Companys
articles of association make indemnification of directors and officers and
advancement of expenses (except in cases where the Company is proceeding
against an officer or director) to defend claims against directors and officers
mandatory on the Companys part to the fullest extent allowed by law. Under the
Companys articles of association, a director or officer may not be indemnified
if such person is found, in a final judgment or decree not subject to appeal,
to have committed an intentional or grossly negligent breach of his or her
statutory duties as a director or officer. Swiss law permits the Company, or
each director or officer individually, to purchase and maintain insurance on
behalf of such directors and officers. The Company may obtain such insurance
from one or more third party insurers or captive insurance companies. The
Company also expects to enter into indemnification agreements with each of its
directors and executive officers that provide for indemnification and expense
advancement (except in cases where we are proceeding against an officer or
director) and include related provisions meant to facilitate the indemnitees
receipt of such benefits. The agreements provide that the Company will
indemnify each director and executive officer against claims arising out of
such director or executive officers service to the Company, except (i) in
respect of any claim as to which the director or executive officer is adjudged
in a final and non-appealable judgment to have committed an intentional or
grossly negligent breach of his duties or (ii) in the case of fraud or
dishonesty by the director or executive officer. The agreements further provide
that expense advancement is provided subject to an undertaking by the
indemnitee to repay amounts advanced if it is ultimately determined that he is
not entitled to indemnification. The Companys board of directors (if a
majority of the board is disinterested in the claim under which the officer or
director is seeking indemnification) or an independent counsel will determine
whether an indemnification payment or expense advance should be made in any
particular instance and the executive officer or director seeking
indemnification may challenge such determination. Indemnification and
advancement of expenses generally will not be made in connection with
proceedings brought by the indemnitee against the Company. Swiss law permits us to purchase and maintain
insurance for the benefit of any officer or director in respect of loss or
liability attaching to him in respect of negligence, default, breach of duty or
breach of trust, whether or not we may otherwise indemnify such officer or
director. The Company has purchased and
maintains a directors and officers liability policy for such a purpose.
II-2
Item 7.
Exemptions from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
Exhibit No.
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Description
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4.1
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Articles
of Association of Foster Wheeler AG (Filed as Exhibit 3.1 to Foster
Wheeler AGs Form 8-K filed on February 9, 2009 and incorporated
herein by reference.)
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4.2
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Organizational
Regulations of Foster Wheeler AG (Filed as Exhibit 3.2 to Foster Wheeler
AGs Form 8-K filed on February 9, 2009 and incorporated herein by
reference.)
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5.1
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Opinion
of Bär & Karrer as to the legality of the registered shares
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10.1
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Foster
Wheeler Inc. Directors Stock Option Plan (Filed as Exhibit 99.1 to
Foster Wheeler Ltd.s post effective amendment to Form S-8 (Registration
No. 333-25945-99), filed on June 27, 2001, and incorporated herein
by reference.)
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10.2
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Amendment
to Foster Wheeler Inc. Directors Stock Option Plan (Filed as
Exhibit 10.1 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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10.3
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1995
Stock Option Plan of Foster Wheeler Inc., as amended and restated as of September 24,
2004 (Filed as Exhibit 10.1 to Foster Wheeler Ltd.s Form 10-Q for
the quarter ended September 27, 2002 and incorporated herein by
reference.)
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10.4
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Second
Amendment to the 1995 Stock Option Plan of Foster Wheeler Inc., as amended
and restated as of September 24, 2004 (Filed as Exhibit 10.2 to
Foster Wheeler AGs Form 8-K filed on February 9, 2009 and
incorporated herein by reference.)
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10.5
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Stock Option Agreement of
Raymond J. Milchovich dated as of October 22, 2001 (Filed as Exhibit 10.13 to
Foster Wheeler Ltd.s Form 10-K for the fiscal year ended December 28, 2001,
and incorporated herein by reference.)
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10.6
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Stock
Option Agreement of Raymond J. Milchovich dated September 24, 2002 (Filed as
Exhibit 10.2 to Foster Wheeler Ltd.s Form 8-K filed on September 25, 2002
and incorporated herein by reference.)
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10.7
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Foster
Wheeler Ltd. 2004 Stock Option Plan (Filed as Exhibit 10.2 to Foster
Wheeler Ltd.s Form 8-K, dated September 29, 2004 and filed on
October 1, 2004, and incorporated herein by reference.)
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10.8
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Second
Amendment to Foster Wheeler Ltd. 2004 Stock Option Plan (Filed as
Exhibit 10.3 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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10.9
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Foster
Wheeler Ltd. Omnibus Incentive Plan (Filed as Exhibit 10.1 to Foster
Wheeler Ltd.s Form 8-K, dated May 9, 2006 and filed on
May 12, 2006, and incorporated herein by reference.)
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10.10
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Second
Amendment to Foster Wheeler Ltd. Omnibus Incentive Plan (Filed as
Exhibit 10.4 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Bär & Karrer (included in Exhibit 5.1)
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23.3
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Consent
of Analysis, Research & Planning Corporation
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23.4
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Consent
of Peterson Risk Consulting LLC
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24.1
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Power
of Attorney
|
Item 9.
Undertakings.
(a) The undersigned registrant hereby
undertakes:
II-3
(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) of
this section do not apply if the registration statement is on Form S-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement; and
(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.
(4) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchase, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act of 1933;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plans annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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 registrant pursuant to the foregoing
provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant 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
II-4
registrant
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.
II-5
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 Post-Effective Amendment to the Registration Statements
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Clinton, State of New Jersey, on February 9, 2009.
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FOSTER WHEELER AG
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By:
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/s/ Franco Baseotto
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Name: Franco Baseotto
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Title: Executive Vice President, Chief Financial
Officer
and Treasurer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment to the
Registration Statements has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature
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Title
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Date
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*
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Chairman and Chief Executive
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February 9, 2009
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Raymond J. Milchovich
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Officer (Principal Executive Officer)
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/s/ Franco Baseotto
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Executive Vice President, Chief
Financial Officer and Treasurer
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February 9, 2009
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Franco Baseotto
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(Principal Financial Officer)
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/s/ Lisa Z. Wood
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Vice President and Controller
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February 9, 2009
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Lisa Z. Wood
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(Principal Accounting Officer)
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*
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Director
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February 9, 2009
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Eugene D. Atkinson
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*
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Director
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February 9, 2009
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Steven J. Demetriou
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*
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Director
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February 9, 2009
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Robert C. Flexon
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*
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Director
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February 9, 2009
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Jack A. Fusco
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*
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Director
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February 9, 2009
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Edward G. Galante
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*
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Director
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February 9, 2009
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Stephanie Hanbury-Brown
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*
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Director
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February 9, 2009
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Maureen B. Tart-Bezer
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*
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Director
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February 9, 2009
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James D. Woods
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II-6
*By:
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/s/ Franco
Baseotto
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Franco Baseotto
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As
Attorney-in-Fact
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II-7
EXHIBIT INDEX
Exhibit No.
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Description
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4.1
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Articles
of Association of Foster Wheeler AG (Filed as Exhibit 3.1 to Foster
Wheeler AGs Form 8-K filed on February 9, 2009 and incorporated
herein by reference.)
|
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4.2
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Organizational
Regulations of Foster Wheeler AG (Filed as Exhibit 3.2 to Foster Wheeler
AGs Form 8-K filed on February 9, 2009 and incorporated herein by
reference.)
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5.1
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Opinion
of Bär & Karrer as to the legality of the registered shares
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10.1
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Foster
Wheeler Inc. Directors Stock Option Plan (Filed as Exhibit 99.1 to
Foster Wheeler Ltd.s post effective amendment to Form S-8 (Registration
No. 333-25945-99), filed on June 27, 2001, and incorporated herein
by reference.)
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10.2
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Amendment
to Foster Wheeler Inc. Directors Stock Option Plan (Filed as
Exhibit 10.1 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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10.3
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1995
Stock Option Plan of Foster Wheeler Inc., as amended and restated as of
September 24, 2004 (Filed as Exhibit 10.1 to Foster Wheeler Ltd.s
Form 10-Q for the quarter ended September 27, 2002 and incorporated
herein by reference.)
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10.4
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Second
Amendment to the 1995 Stock Option Plan of Foster Wheeler Inc., as amended
and restated as of September 24, 2004 (Filed as Exhibit 10.2 to
Foster Wheeler AGs Form 8-K filed on February 9, 2009 and
incorporated herein by reference.)
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10.5
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Stock Option Agreement of
Raymond J. Milchovich dated as of October 22, 2001 (Filed as Exhibit 10.13 to
Foster Wheeler Ltd.s Form 10-K for the fiscal year ended December 28, 2001,
and incorporated herein by reference.)
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10.6
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Stock
Option Agreement of Raymond J. Milchovich dated September 24, 2002 (Filed as
Exhibit 10.2 to Foster Wheeler Ltd.s Form 8-K filed on September 25, 2002
and incorporated herein by reference.)
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10.7
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Foster
Wheeler Ltd. 2004 Stock Option Plan (Filed as Exhibit 10.2 to Foster
Wheeler Ltd.s Form 8-K, dated September 29, 2004 and filed on
October 1, 2004, and incorporated herein by reference.)
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10.8
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Second
Amendment to Foster Wheeler Ltd. 2004 Stock Option Plan (Filed as
Exhibit 10.3 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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10.9
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Foster
Wheeler Ltd. Omnibus Incentive Plan (Filed as Exhibit 10.1 to Foster
Wheeler Ltd.s Form 8-K, dated May 9, 2006 and filed on
May 12, 2006, and incorporated herein by reference.)
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10.10
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Second
Amendment to Foster Wheeler Ltd. Omnibus Incentive Plan (Filed as
Exhibit 10.4 to Foster Wheeler AGs Form 8-K filed on
February 9, 2009 and incorporated herein by reference.)
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Bär & Karrer (included in Exhibit 5.1)
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23.3
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Consent
of Analysis, Research & Planning Corporation
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23.4
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Consent
of Peterson Risk Consulting LLC
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24.1
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Power
of Attorney
|
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