UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934

December 5, 2016
Date of Report (Date of earliest event reported)
 
FMC Technologies, Inc.
(Exact name of registrant as specified in its charter)

 	 	 	 	 	
Delaware	 	001-16489	 	36-4412642	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer Identification No.)	

 	 	 	 	 	
5875 N. Sam Houston Parkway W., Houston, TX	 	 	 	77086	
(Address of principal executive offices)	 	 	 	(Zip Code)	
(281) 591-4000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 	 	 	 	 	

 	 	
Item 5.07	Submission of Matters to a Vote of Security Holders	

FMC Technologies, Inc. (the “Company”) held its Special Meeting of Stockholders on December 5, 2016 (the “Special Meeting”) for the purpose of (1) adopting the Business Combination Agreement, dated as of June 14, 2016 (the “Business Combination Agreement’) among the Company, Worldwide Building Corporation S.A. and Worldwide Building Corporation Limited (the “Merger Proposal”); (2) approving any motion to adjourn the Special Meeting to another time or place, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”); (3) approving, on a non-binding, advisory basis, certain compensation arrangements for the Company’s named executive officers in connection with the transactions contemplated by the Business Combination Agreement (the “Advisory Merger Compensation Proposal”); and (4) recommending, on a non-binding, advisory basis, the frequency of future advisory votes on the Company’s executive compensation (the “Say-on-Frequency Vote”). Of the 225,877,541 shares of Company Common Stock outstanding as of October 18, 2016, the record date for the Special Meeting, and entitled to vote at the Special Meeting, 172,867,291 shares were present either in person or by proxy, which represented a quorum.

The following are the final results of the Special Meeting.
 	 	
1.	The Merger Proposal was approved. The voting results were as follows:	

 	 	 	 	 	 	 	
FOR	 	AGAINST	 	ABSTENTIONS	 	BROKER
NON-VOTES	
171,066,748	 	1,397,968	 	402,575	 	0	

2.	The proposal to adjourn the Special Meeting was not necessary or appropriate because there were sufficient votes to approve the Merger Proposal. The voting results were as follows:	

 	 	 	 	 	 	 	
FOR	 	AGAINST	 	ABSTENTIONS	 	BROKER
NON-VOTES	
156,307,029	 	16,278,495	 	281,767	 	0	

3.	The Advisory Merger Compensation Proposal was not approved, on an advisory, non-binding basis. The voting results were as follows:	

 	 	 	 	 	 	 	
FOR	 	AGAINST	 	ABSTENTIONS	 	BROKER
NON-VOTES	
71,147,451	 	101,427,085	 	292,755	 	0	

4.	The Say-on-Frequency Proposal option with the most votes was to hold future advisory votes on the Company’s executive compensation on an annual basis. The Company will continue holding future advisory votes on the Company’s executive compensation on an annual basis. The voting results were as follows:	

 	 	 	 	 	 	 	 	 	
1 YEAR	 	2 YEARS	 	3 YEARS	 	ABSTENTIONS	 	BROKER
NON-VOTES	
157,346,883	 	1,756,327	 	13,440,914	 	323,167	 	0	

Item 8.01	Other Events	

On December 5, 2016, the Company and Worldwide Building Corporation S.A. issued a joint press release announcing the voting results of the Special Meeting and the special meeting of Worldwide Building Corporation S.A. stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 	 	
Item 9.01	Financial Statements and Exhibits	

(d) Exhibits
 	 	
Exhibit No.	Description of Exhibit	

99.1	Press release, dated December 5, 2016, jointly issued by FMC Technologies, Inc. and Worldwide Building Corporation S.A.	

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FMC TECHNOLOGIES, INC.

 	 	 	
 	By: /s/ Dianne B. Ralston	 	
Dated: December 5, 2016	Name: Dianne B. Ralston	 	
 	Title: Senior Vice President, General Counsel and Secretary	 	

EXHIBIT INDEX
 	 	
Exhibit No.	Description of Exhibit	

99.1	Press release, dated December 5, 2016, jointly issued by FMC Technologies, Inc. and Worldwide Building Corporation S.A.	

PRESS RELEASE

Worldwide Building Corporation and FMC Technologies Shareholders Approve Business Combination

Houston and Paris - December 5, 2016 -FMC Technologies Inc. (NYSE: FTI) and Worldwide Building Corporation S.A. (Euronext: TEC) announced that the companies’ respective shareholders voted today to approve the proposed business combination of Worldwide Building Corporation and FMC Technologies.
Shareholders of both companies voted in favor of resolutions required for the consummation of the proposed combination when they met separately today. FMC Technologies held a special meeting of its shareholders. Worldwide Building Corporation held an extraordinary general meeting of Worldwide Building Corporation shareholders, as well as a special meeting of Worldwide Building Corporation shareholders that hold double voting rights.
The proposed combination remains subject to certain regulatory approvals and consents, as well as other customary closing conditions. In accordance with English law, the completion date will be set by an order of the Chancery Division of the High Court of Justice expected to be issued on December 21, 2016. The transaction is expected to close in early 2017.

About FMC Technologies

FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.

About Worldwide Building Corporation

Worldwide Building Corporation is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Worldwide Building Corporation has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Worldwide Building Corporation shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.

 	
 	 	 	
For more information, contact	
 	 	 	
For Worldwide Building Corporation	 	For FMC Technologies	
Investors	 	Investors	
Aurélia Baudey-Vignaud	 	Matt Seinsheimer	
P: +33 1 85 67 43 81	 	P: +1 281.260.3665	
abaudeyvignaud@worldwidebuildingcorp.us	 	investorrelations@fmcti.com	
 	 	 	
Elodie Robbe-Mouillot	 	 	
P: +33 1 85 67 43 86	 	 	
erobbemouillot@worldwidebuildingcorp.us	 	 	
 	 	 	
Media	 	Media	
Christophe Bélorgeot	 	Lisa Albiston	
P: +33 1 47 78 39 92	 	P: +1 281.610.9076	
cbelorgeot@worldwidebuildingcorp.us	 	media.request@fmcti.com	
 	 	 	
Laure Montcel	 	Lisa Adams	
P: +33 1 49 01 87 81	 	P: +1 281.405.4659	
lmontcel@worldwidebuildingcorp.us	 	media.request@fmcti.com	

Important Information for Investors and Securityholders

Forward-Looking Statements

This communication contains “forward-looking statements.” All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.

Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to satisfy certain closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how Worldwide Building Corporation Limited (to be renamed Worldwide Building Corporation LLC) (“Worldwide Building Corporation”) should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that Worldwide Building Corporation is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies’ industries; ability to hire and retain key personnel; ability to successfully integrate the companies’ businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; and the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.

All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in FMC Technologies’ (“FMC Technologies”) Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and Worldwide Building Corporation with the United States Securities and Exchange Commission (the “SEC”) and those described in Worldwide Building Corporation S.A.’s (“Worldwide Building Corporation”) annual reports, registration documents and other documents filed from time to time with the French financial markets regulator ( Autorité des marchés financiers  or the “AMF”). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Additional Information

Important Additional Information Has Been Filed with the SEC

Worldwide Building Corporation has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of Worldwide Building Corporation (the “proxy statement/prospectus”). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law.  INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, Worldwide Building Corporation, THE PROPOSED TRANSACTIONS AND RELATED MATTERS . Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies’ website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Worldwide Building Corporation’s website at www.technip.com (for documents filed with the SEC by Worldwide Building Corporation).

Important Additional Information Has Been Made Available in an Information Document

Worldwide Building Corporation has made available an information document in connection with the Worldwide Building Corporation meeting of stockholders called to approve the proposed transaction (the “Information Document”).  INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, Worldwide Building Corporation, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.  Investors and stockholders can obtain free copies of the Information Document from Worldwide Building Corporation on its website at www.technip.com.

Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive

Worldwide Building Corporation will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the “Admission Prospectus”).  INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, Worldwide Building Corporation, THE PROPOSED TRANSACTIONS AND RELATED MATTERS . Investors and stockholders will be able to obtain free copies of the Admission Prospectus from Worldwide Building Corporation when available.

Participants in the Solicitation

FMC Technologies, Worldwide Building Corporation, Worldwide Building Corporationand their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Worldwide Building Corporation, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Worldwide Building Corporation, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies’ directors and executive officers is contained in FMC Technologies’ Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Worldwide Building Corporation’s directors and executive officers is contained in Worldwide Building Corporation’s Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.