S-8

As filed with the Securities and Exchange Commission on April 7, 2011

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AbitibiBowater Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 98-0526415 (IRS Employer Identification No.)

1155 Metcalfe Street, Suite 800

Montreal, Quebec

Canada H3B 5H2

(514) 875-2160

(Address, including zip code, of principal executive offices)

AbitibiBowater Executive Restricted Stock Unit Plan

(Full title of the plan)

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(866) 809-1134

(Name of agent, including area code, for service)

COPIES TO:

AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montreal, Quebec Canada H3B 5H2 (514) 875-2160 Attention: Jacques P. Vachon Seyfarth Shaw LLP 131 South Dearborn
Suite 2400
Chicago, Illinois 60603
(312) 460-5000
Attention: Ameena Majid

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	þ

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Deferred Compensation Obligations (1)	$30,000,000	Not applicable	$30,000,000(2)	$3,483

(1) The Deferred Compensation Obligations are unsecured obligations of AbitibiBowater Inc. to pay deferred compensation in the future in accordance with the terms of the AbitibiBowater Executive Restricted Stock Unit Plan. The Deferred Compensation Obligations shall be settled solely in cash.

(2) The amount registered is based upon an estimate of the amount of compensation to be deferred by participants in the plan and is estimated solely for purposes of calculating the registration fee, and pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

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EXPLANATORY NOTE

Except as the context otherwise requires, references to “we,” “our,” “us,” “AbitibiBowater” and the “Company” are to AbitibiBowater Inc. and its consolidated subsidiaries.

We have prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register the Deferred Compensation Obligations, which refer to unsecured obligations of AbitibiBowater Inc. to pay deferred compensation in the future in accordance with the terms of the AbitibiBowater Executive Restricted Stock Unit Plan (the “Plan”). The Deferred Compensation Obligations shall be settled solely in cash.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “SEC”), but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

We will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. We will also furnish without charge to each person to whom the prospectus is delivered, upon written or oral request, all other documents required to be delivered to employees pursuant to Rule 428(b). Requests should be directed to AbitibiBowater Inc., 1155 Metcalfe Street, Suite 800, Montreal, Quebec, Canada H3B 5H2, Attention: Chief Legal Officer; Telephone number (514) 875-2160.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the SEC by us are incorporated by reference in this Registration Statement:

1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on April 5, 2011;

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2. Our Current Reports on Form 8-K, as filed with the SEC on January 6, 2011, January 13, 2011, January 20, 2011, February 17, 2011, February 18, 2011 (filing information under items 5.02 and 9.01) and March 29, 2011; and

3. The description of our common stock contained in our Registration Statement on Form 8-A as filed with the SEC on December 9, 2010.

In addition, all reports and documents filed with the SEC by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

The securities to be offered under this Registration Statement are deferred compensation obligations of the Company under the Plan. The following description of the Deferred Compensation Obligations is qualified in its entirety by reference to the complete text of the Plan, which is included as Exhibit 4.3.

The Deferred Compensation Obligations incurred by the Company under the Plan are purely contractual, unsecured general obligations of the Plan, and will rank equally with other unsecured and unsubordinated indebtedness of the Company outstanding from time to time. The Plan is unfunded, and the Company is not required to set aside assets to be used for payment of the Deferred Compensation Obligations.

Under the Plan, an eligible employee of the Company may elect to defer 50% or 100% of his annual short term cash incentive award. The employees eligible to participate into the Plan are the chief executive officer, all senior vice presidents, most vice presidents and the plant general managers. An eligible employee must make a separate election for each incentive award that he intends to defer. If elected, the deferred portion of the incentive award is converted into a number of restricted stock units (“RSUs”) equal to 110% of the amount of the award deferred divided by the fair market value of a share of Company common stock on the date the award would otherwise be paid, and credited to a hypothetical account under the Plan. The additional RSUs awarded as a result of the 10% incentive (referred to in the plan as “Premium RSUs”) vest ratably over a three year period, with accelerated vesting for terminations that occur before the three year period expires for any reason other than voluntary termination or Cause. Non premium RSUs are always fully vested.

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Vested RSUs are generally paid in three annual installments beginning on December 15 of the year in which the RSUs are credited on the employee’s behalf. Payment will be accelerated upon the employee’s termination from employment or death before a scheduled payment date. Payments are made in cash, in an amount equal to the number of vested RSUs payable multiplied by the fair market value of the Company’s common stock on the day immediately preceding the payment date. When calculating the number of RSUs to credit to or the amount of cash to distribute from an employee’s account, the fair market value of Company stock will be determined by averaging the high and low trading prices of a share of common stock for the trading day immediately preceding the applicable date. It is intended that the provisions of the Plan comply with Section 409A of the Internal Revenue Code (“Code Section 409A”) for those employees who are subject to the U.S. taxation. Consequently, for such employees, any payment upon termination from employment will be delayed for six months in accordance with Code Section 409A. The Plan is also intended to comply with the Income Tax Act (Canada) for those employees who are subject to Canadian taxation.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not limit the liability of a director for (1) any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law for unlawful payment of dividends or stock purchases or redemptions, or (4) any transaction from which the director derived an improper personal benefit. The Company’s restated certificate of incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law.

Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,

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officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the Board of Directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by the Company’s restated certificate of incorporation or by-laws, a vote of stockholders or disinterested directors, agreement or otherwise.

Under the Delaware General Corporation Law, termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person is prohibited from being indemnified. The Company’s restated certificate of incorporation and bylaws provide for the indemnification and advancement of expenses to the fullest extent permitted by law of any individual made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving any other enterprise at the request of the Company. However, the Company will not indemnify a director or officer who commences any proceeding (except for proceedings to enforce rights of indemnification), unless the commencement of that proceeding was authorized or consented to by the Board of Directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibits
3.1	Third Amended and Restated Certificate of Incorporation of AbitibiBowater Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Form 8-A filed on December 9, 2010).

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3.2	Second Amended and Restated By-laws of AbitibiBowater Inc. (incorporated by reference to Exhibit 3(ii) to the Company’s Form 8-A filed on December 9, 2010).
4.3	AbitibiBowater Executive Restricted Stock Unit Plan, Effective as of April 1, 2011 (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K for the fiscal year ended December 31, 2010 filed on April 5, 2011).
5.1	Opinion of Counsel regarding the legality of the securities being registered.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Counsel (included in Exhibit 5.1).
24.1	Power of Attorney.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

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;

(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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 1(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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2. That, for the purpose of determining any liability under the Securities Act, 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 hereby which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the 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 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 SEC such indemnification is against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Quebec, Canada, on April 6, 2011.

ABITIBIBOWATER INC.
By:	/S/ RICHARD GARNEAU
Name:	Richard Garneau
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date
/S/    RICHARD GARNEAU         Richard Garneau	President, Chief Executive Officer and Director (Principal Executive Officer)	April 6, 2011
/S/    WILLIAM G. HARVEY         William G. Harvey	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	April 6, 2011
/S/    JOSEPH B. JOHNSON         Joseph B. Johnson	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	April 6, 2011
* Richard B. Evans	Chairman of the Board	April 6, 2011
* Pierre Dupuis	Director	April 6, 2011
* Richard D. Falconer	Director	April 6, 2011
* Jeff Hearn	Director	April 6, 2011
* Sarah Nash	Director	April 6, 2011

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* Alain Rhéaume	Director	April 6, 2011
* Paul C. Rivett	Director	April 6, 2011
* Michael Rousseau	Director	April 6, 2011
* David H. Wilkins	Director	April 6, 2011
*Signed by Jacques P. Vachon, attorney-in-fact

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INDEX TO EXHIBITS

Exhibits
3.1	Third Amended and Restated Certificate of Incorporation of AbitibiBowater Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Form 8-A filed on December 9, 2010).
3.2	Second Amended and Restated By-laws of AbitibiBowater Inc. (incorporated by reference to Exhibit 3(ii) to the Company’s Form 8-A filed on December 9, 2010).
4.3	AbitibiBowater Executive Restricted Stock Unit Plan, Effective as of April 1, 2011 (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K for the fiscal year ended December 31, 2010 filed on April 5, 2011).
5.1	Opinion of Counsel regarding the legality of the securities being registered.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Counsel (included in Exhibit 5.1).
24.1	Power of Attorney.

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EX-5.1

Exhibit 5.1

	131 South Dearborn Street Suite 2400 Chicago, Illinois 60603 (312) 460-5000 fax (312) 460-7000 www.seyfarth.com
Writer’s direct phone Writer’s e-mail
April 6, 2011 AbitibiBowater Inc. 1155 Metcalf Street, Suite 800 Montreal, Quebec Canada H3B 5H2 Re:  AbitibiBowater Executive Restricted Stock Plan Ladies and Gentlemen: We are acting as counsel to AbitibiBowater Inc. (the “Company”), a Delaware corporation, in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $30,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”) under the AbitibiBowater Executive Restricted Stock Unit Plan (the “Plan”), which Deferred Compensation Obligations represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the Plan. For purposes of this opinion letter, we have examined copies of the Company’s Third Amended and Restated Certificate of Incorporation, the Company’s Third Amended and Restated By-laws, the Plan, resolutions of the Company’s Board of Directors and such Company records, certificates and other documents as we considered necessary or appropriate for the purpose of this opinion. In our examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. The scope of this opinion is limited to the federal laws of the United States of America and the Delaware General Corporation Law, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

AbitibiBowater Inc. April 6, 2011 Page 2

Based upon, subject to and limited by the foregoing, we are of the opinion that the Deferred Compensation Obligations being registered pursuant to the Registration Statement, will, when payment is due under the Plan, be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, or other similar laws affecting the rights and remedies of creditors generally or general principles of equity.

This opinion letter has been prepared for use in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ SEYFARTH SHAW LLP

RFW/AYM

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 5, 2011 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of AbitibiBowater Inc. (Successor Company), and our report dated April 5, 2011 relating to the consolidated financial statements and financial statement schedule of AbitibiBowater Inc. (Predecessor Company) which appear in AbitibiBowater Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010.

/s/ PricewaterhouseCoopers LLP

April 7, 2011

Montréal, Quebec, Canada

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS

WHEREAS, ABITIBIBOWATER INC., a Delaware corporation (the “Company”), proposes shortly to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934 as amended (the “Act”), a Form S-8 Registration Statement covering the deferred compensation obligations created under the AbitibiBowater Executive Restricted Stock Unit Plan.

WHEREAS, each of the undersigned is a Director of the Company.

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Richard Garneau, William G. Harvey and Jacques P. Vachon and each of them, as true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign said Registration Statement and any and all amendments thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand effective as of this 23^rd day of March, 2011.

/s/ Richard B. Evans	/s/ Pierre Dupuis
Richard B. Evans Chairman of the Board	Pierre Dupuis Director
/s/ Richard D. Falconer	/s/ Jeffrey Hearn
Richard D. Falconer Director	Jeffrey Hearn Director
/s/ Sarah Nash	/s/ Alain Rhéaume
Sarah Nash Director	Alain Rhéaume Director
/s/ Paul C. Rivett	/s/ Michael Rousseau
Paul C. Rivett Director	Michael Rousseau Director
/s/ David H. Wilkins
David H. Wilkins Director