Securities Registration (section 12(b)) (8-a12b)
May 07 2021 - 04:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Babcock &
Wilcox Enterprises, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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47-2783641
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1200 East Market Street, Suite 650, Akron, Ohio
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44305
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(Address of principal executive offices)
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(Zip code)
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Securities to be registered pursuant to Section
12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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7.75% Series A Cumulative Perpetual Preferred Stock
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: 333-255428
Securities to be registered pursuant to Section 12(g) of the Act:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The class of securities to
be registered hereunder is the 7.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 (the “Series A Preferred Stock”)
of Babcock & Wilcox Enterprises, Inc. For a description of the Series A Perpetual Preferred Stock, reference is made to the information
under the heading “Description of Series A Preferred Stock” included in the Prospectus Supplement with respect to the Series
A Preferred Stock dated May 4, 2021, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) of the general rules
and regulations of the Securities Act of 1933 on May 5, 2021, which information is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this report:
Exhibit
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Number
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Description of Document
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3.1
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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)).
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3.2
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Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on June 17, 2019 (File No. 001-36876)).
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3.3
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Certificate of Amendment of the Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 24, 2019 (File No. 001-36876)).
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3.4
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Certificate of Designations with respect to the 7.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share, dated May 6, 2021.
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3.5
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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)).
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4.1
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Form of 7.75% Series A Cumulative Perpetual Preferred Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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Babcock & Wilcox Enterprises, Inc.
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By:
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/s/ Louis Salamone
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Louis Salamone
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Chief Financial Officer
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Dated: May 7, 2021
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