As filed with the Securities and Exchange Commission on May 20, 2008                                 Registration No. 333-120370

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FLUOR CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

FLUOR DANIEL CRAFT EMPLOYEES 401(k) RETIREMENT PLAN

(Full Title of the Plan)

 

 

(Name and Address of Agent For Service)

 

 

(469) 398-7000

(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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

EXPLANATORY NOTE

 

Fluor Corporation (“Fluor”) registered $5,000,000 of its common stock, par value $0.01 per share (the “Common Stock”), and an indeterminate amount of plan interests for sale under the Fluor Daniel Craft Employees 401(k) Retirement Plan (the “Plan”), pursuant to the Registration Statement on Form S-8, File No. 333-120370, filed with the Securities and Exchange Commission on November 10, 2004.  This Post-Effective Amendment No. 1 is being filed to deregister all plan interests and the remaining shares of Common Stock that have not yet been sold under the Plan.

 

Accordingly, Fluor hereby withdraws from registration under the Registration Statement on Form S-8, File No. 333-120370, all plan interests and the remaining shares of Common Stock that have not been and will not be sold under the Plan.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Fluor Corporation 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 No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on May 20, 2008.

 

	FLUOR CORPORATION
	By:	/s/ Carlos M. Hernandez
		Carlos M. Hernandez, Esq.
		Chief Legal Officer and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on May 20, 2008.

 

	FLUOR DANIEL CRAFT EMPLOYEES
	401(k) RETIREMENT PLAN
	By:	/s/ Pauline Campos
		Pauline Campos
		Benefits Administrative Committee

 

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Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
*		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)		May 20, 2008
Alan L. Boeckmann
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		May 20, 2008
D. Michael Steuert
/s/ Gary G. Smalley		Vice President and Controller (Principal Accounting Officer)		May 20, 2008
Gary G. Smalley
		Director
Ilesanmi Adesida
		Director
Peter K. Barker
*		Director		May 20, 2008
Peter J. Fluor
*		Director		May 20, 2008
James T. Hackett
*		Director		May 20, 2008
Kent Kresa
*		Director		May 20, 2008
Vilma S. Martinez
*		Director		May 20, 2008
Dean R. O’Hare
*		Director		May 20, 2008
Joseph W. Prueher
*		Director		May 20, 2008
Lord Robin W. Renwick, K.C.M.G.

 

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Signature		Title		Date
		Director
Peter S. Watson
*		Director		May 20, 2008
Suzanne H. Woolsey

 

 

	*By:	/s/ Eric P. Helm
	Name:	Eric P. Helm
	Title:	Attorney-in-Fact

 

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