SHAW Shaw Grp. Inc. (The)

As filed with the Securities and Exchange Commission on February 13, 2013

Registration No. 333-160556

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

4171 Essen Lane

Baton Rouge, Louisiana 70809

(Address of Principal Executive Offices)

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.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration statement of The Shaw Group Inc. (“Shaw”) on Form S-8 (File No. 333-160556) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 13, 2009 (the “Registration Statement”), which registered 4,500,000 shares of Shaw common stock, no par value per share (“Common Stock”), under The Shaw Group Inc. 2008 Omnibus Incentive Plan.

On February 13, 2013, pursuant to the Transaction Agreement, dated as of July 30, 2012, by and among Shaw, Chicago Bridge & Iron Company N.V., a limited liability company ( naamloze vennootschap ) with corporate seat in Amsterdam, the Netherlands (“CB&I”), and Crystal Acquisition Subsidiary Inc., a Louisiana corporation and wholly owned subsidiary of CB&I (“Merger Subsidiary”), Merger Subsidiary merged with and into Shaw (the “Transaction”), with Shaw continuing as the surviving corporation and a wholly owned subsidiary of CB&I. In connection with the Transaction, each outstanding share of Common Stock (other than any dissenting shares, treasury shares, or shares held by Shaw, CB&I or Merger Subsidiary and their respective subsidiaries) was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash will not actually be paid, but will instead be converted automatically into 0.12883 shares of CB&I common stock immediately after the effective time of the Transaction.

As a result of the Transaction, Shaw has terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, Shaw hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by Shaw in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered which remain unsold at the termination of the offering, removes from registration any and all Common Stock registered but unsold under the Registration Statement as of the date hereof.

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