-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7m4RrN8UQNQgyjU/akqaib/VU8j4iRxQknNRvCYcQciSuFGDLhYxgCeP4/y15Dg WqltoX3gu8yQIg/QFBAm0Q== 0000950129-99-000929.txt : 19990315 0000950129-99-000929.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950129-99-000929 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990312 EFFECTIVENESS DATE: 19990312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS DGC INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-74305 FILM NUMBER: 99563627 BUSINESS ADDRESS: STREET 1: 3701 KIRBY DR STREET 2: STE 112 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 3701 KIRBY DRIVE SUITE 112 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 S-8 1 VERITAS DGC INC. 1 As filed with the Securities and Exchange Commission on March 12, 1999. Registration No. 333-***** ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ VERITAS DGC INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0343152 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 3701 KIRBY DRIVE, SUITE 112 HOUSTON, TEXAS 77098-3982 (713) 512-8300 (Address, including Zip Code, of Registrant's Principal Executive Offices) ------------------------ VERITAS DGC INC. FOURTH AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN VERITAS DGC INC. SECOND AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN VERITAS RESTRICTED STOCK PLAN VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN (AS AMENDED AND RESTATED MARCH 9, 1999) (Full Title of Plan) ------------------------ Name, Address, Telephone and Copy of Communications to: Number of Agent for Service: T. WILLIAM PORTER ANTHONY TRIPODO PORTER & HEDGES, L.L.P. 3701 KIRBY DRIVE, SUITE 112 700 LOUISIANA, 35TH FLOOR HOUSTON, TEXAS 77098-3982 HOUSTON, TEXAS 77002-2764 (713) 512-8300 (713) 226-0600 ------------------------ CALCULATION OF REGISTRATION FEE
===================================================================================================================== PROPOSED MAXIMUM PROPOSED AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (2) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 700,000 shs. $10.1875 $7,131,250.00 $1,982.49 =====================================================================================================================
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of Common Stock issuable as a result of the anti-dilution provisions of certain Plans. (2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the Common Stock on the New York Stock Exchange on March 9, 1999, which was $10.1875. Pursuant to Rule 457(h), the registration fee is calculated with respect to the maximum number of the registrant's securities issuable under the Plan. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-70721, POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-65081, POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-57603, POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-48953, POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-09679, WHICH RELATE TO AN AGGREGATE OF 4,150,600 SHARES OF COMMON STOCK. THE $28,466.67 AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 4,150,600 SHARES OF COMMON STOCK PREVIOUSLY REGISTERED HAS BEEN PAID. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the following documents filed by Veritas DGC Inc., a Delaware corporation (the "Company" or "Registrant"), with the Securities and Exchange Commission ("Commission") are incorporated into this registration statement ("Registration Statement") by reference: (a) the Company's quarterly report on Form 10-Q for the fiscal quarter ended October 31, 1998, filed with the Commission on December 15, 1998; (b) the Company's current report on Form 8-K for the event dated November 10, 1998, filed with the Commission on November 12, 1998; (c) the Company's annual report on Form 10-K for the fiscal year ended July 31, 1998, filed with the Commission on October 7, 1998; (d) the description of the Company's Common Stock set forth in the Company's registration statement on Form 8-A filed with the Commission on August 16, 1996, and any amendment or report filed for the purpose of updating any such description. All documents filed by the Company with the Commission pursuant to Section 13(a) and 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") after the filing date of the Registration Statement and before the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing such documents. The Company will provide without charge to each participant in the Company's Key Contributor Incentive Plan (as amended and restated March 9, 1999) and the Company's Fourth Amended and Restated 1992 Employee Nonqualified Stock Option Plan (as amended and restated March 9, 1999), upon written or oral request of such persons, a copy (without exhibits, unless such exhibits are specifically incorporated by reference) of any or all of the documents incorporated by reference pursuant to this Item 3. ITEM 4. DESCRIPTION OF SECURITIES COMMON STOCK The Company is authorized to issue 40,000,000 shares of Common Stock, par value $.01 per share, and at November 30, 1998, there were 22,844,407 shares outstanding, and 2,359,707 shares were reserved for issuance upon exercise of any options or rights granted under the Company's various compensation plans. Included in the shares outstanding are 1,506,863 Exchangeable Shares of Veritas Energy Services, Inc., a wholly-owned subsidiary of the Company, which are exchangeable for, and vote with the Common Stock, and are identical to, the Common Stock in all material respects. Each share of Common Stock has one vote on all matters presented to the stockholders. Subject to the rights and preferences of any Preferred Stock (as defined below) which may be designated and issued, the holders of Common Stock are entitled to receive dividends, if and when declared by the board of directors, and are entitled on liquidation to all assets remaining after the payment of liabilities. The Common Stock has no preemptive or other subscription rights. Outstanding shares of Common Stock are and the shares of Common Stock offered by the Company, when issued and paid for, will be fully paid and nonassessable. Because the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares may, if they choose to do so, elect all of the directors and, in -2- 3 that event, the holders of the remaining shares will not be able to elect any directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the transfer agent and registrar for the Common Stock. PREFERRED STOCK The board of directors of the Company, without any action by the stockholders of the Company, is authorized to issue up to 1,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). Shares of Preferred Stock may be issued in one or more series or classes, which will have such designation, voting powers, preferences and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereon, including voting rights, dividends, rights on liquidation, dissolution or winding up, conversion or exchange rights and redemption provisions, as set forth in the resolutions adopted by the Board of Directors providing for the issuance of such stock and as permitted by the Delaware General Corporation Law (the "DGCL"). A series of 400,000 shares of Preferred Stock has been designated for use in connection with the Rights Plan (as defined below). Although the Company has no other current plans for the possible issuance of Preferred Stock, the issuance of shares of Preferred Stock, or the issuance of securities convertible into or exchangeable for such shares, could be used to discourage an unsolicited acquisition proposal that some or a majority of the stockholders believe to be in their interests or in which stockholders are to receive a premium for their stock over the then current market price. In addition, the issuance of Preferred Stock could adversely affect the voting power of the holders of Common Stock. The Board of Directors does not presently intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. RIGHTS PLAN Pursuant to a Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., Dallas, Texas (the "Rights Plan"), each share of Common Stock has attached to it one Right (the "Right"), represented by the certificate which is also the certificate representing the Common Stock. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), of the Company at a purchase price of $100, subject to adjustment (the "Purchase Price"). The Rights will separate from the Company's Common Stock and a "Distribution Date" will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such later date as the Board of Directors of the Company shall determine) following the commencement of a tender or exchange offer which would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock (the "Tender Offer Date"). Until the Distribution Date, the Rights will be transferred with and only with the Common Stock certificates. The Rights are not exercisable until the Distribution Date and, unless earlier redeemed by the Company as described below, will expire at the close of business on May 15, 2007. In the event that, among other things, (i) the Company is the surviving corporation in a merger or other business combination with an Acquiring Person or (ii) any person shall become the beneficial owner of more than 15% of the outstanding shares of the Common Stock (except (A) pursuant to certain consolidations or mergers involving the Company or sales or transfers of the combined assets or earning power of the Company and its subsidiaries, or (B) pursuant to an offer for all outstanding shares of the Common Stock at a price and upon terms and conditions which a majority of the Continuing Directors (as defined below) determines to be in the best interests of the Company and its stockholders) each holder of a Right (other than the Acquiring Person, certain related parties and transferees) will thereafter have the right to purchase, upon exercise, a one-thousandth fractional share interest in Series A Preferred Stock each of which is for all purposes essentially equivalent to a share of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. For example, at the exercise price of $100 per Right, each Right not owned by an Acquiring Person (or by certain related parties and transferees) following an event set forth above would entitle its holder to purchase $200 worth of Series A Preferred Stock (or other consideration, as noted above) for $100. Assuming that the Series A Preferred Stock had a -3- 4 per share market price of $40 at such time (with each one-thousandth share of Series A Preferred Stock valued at one share of Common Stock), the holder of each valid Right would be entitled to purchase 5 shares of the Series A Preferred Stock for $100. Rights are not exercisable following the occurrence of any of the events described above until the Rights are no longer redeemable by the Company as described below. Notwithstanding any of the foregoing, following the occurrence of any of the events described in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Plan) were, beneficially owned by any Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property or (iii) more than 50% of the combined assets or earning power of the Company and its subsidiaries is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as specified in the Rights Agreement), each holder of a Right (except Rights that previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events described in this paragraph and in the immediately preceding paragraph are referred to as the "Triggering Events." At any time until any person becomes an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Rights may not be redeemed during the 180 day period after any person becomes an Acquiring Person unless the redemption is approved by a majority of Continuing Directors. The term "Continuing Director" means any member of the Board of Directors of the Company who was a member of the Board prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of at least five Continuing Directors, but shall not include an Acquiring Person, or an affiliate or associate of an Acquiring Person, or any representative of the foregoing persons. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights have certain anti-takeover effects. They may reduce or eliminate (i) "two-tiered" or other partial offers that do not offer fair value for all Common Stock; (ii) the accumulation by a third party of 15% or more of the Common Stock in open-market or private purchases in order to influence or control the business and affairs of the Company without paying an appropriate premium for a controlling position in the Company; and (iii) the accumulation of shares of Common Stock by third parties in market transactions for the primary purpose of attempting to cause the Company to be sold. In addition, the Rights will cause substantial dilution to a person or group that attempts to acquire the Company in a manner defined as a Triggering Event unless the offer is conditioned on a substantial number of Rights being acquired. The Rights, however, should not affect any prospective offeror willing to make an offer for all outstanding shares of Common Stock and other voting securities at a price and on other terms that are in the best interests of the Company and its stockholders as determined by the Board of Directors or affect any prospective offeror willing to negotiate with the Board of Directors because as part of any negotiated transaction the Rights would either be redeemed or otherwise made inapplicable to the transaction. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since the Board of Directors may, at its option, at any time until ten business days following the Stock Acquisition Date, redeem all, but not less than all, of the then outstanding Rights at the $.001 redemption price. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. -4- 5 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. In a suit brought to obtain a judgment in the corporation's favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney's fees, actually and reasonably incurred in connection with the defense or settlement of the case, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such persons shall have been adjudged liable to the corporation except as otherwise provided by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses (including attorneys' fees). The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors, or (ii) by independent counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (iii) by the stockholders. The Restated Certificate of Incorporation (with Amendments) and Bylaws of the Company require the Company to indemnify the Company's directors and officers to the fullest extent permitted under Delaware law. The Company's Restated Certificate of Incorporation (with Amendments) limits the personal liability of a director to the Company or its stockholders to damages for breach of the director's fiduciary duty. The Company has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of the Registrant, or that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Exhibit No. Description - ------- ----------- 4.1 Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated August 30, 1996. (Incorporated by reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report on Form 8-K dated September 16, 1996). 4.2 Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Incorporated by reference to Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November 12, 1991). 4.3 Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by referenced to Exhibit 3-C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991). 4.4 Specimen Veritas DGC Inc. Common Stock certificate. (Incorporated by reference to Exhibit 4-C to Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1996). -5- 6 4.5 Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of May 15, 1997. (Incorporated by reference to Exhibit 4.1 of Veritas DGC Inc.'s Current Report on Form 8-K filed May 27, 1997). 4.6* Fourth Amended and Restated 1992 Employee Nonqualified Stock Option Plan (as amended and restated March 9, 1999). 4.7 1992 Non-Employee Director Stock Option Plan (as amended and restated December 9, 1998). (Incorporated by reference to Exhibit 4.7 to Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January 15, 1999). 4.8 Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June 24, 1998). 4.9* Key Contributor Incentive Plan (as amended and restated March 9, 1999). 5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed herewith. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of PricewaterhouseCoopers, Chartered Accountants. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion). 24.1* Power of Attorney (included on signature page). - ----------------- *Filed herewith. ITEM 9. UNDERTAKINGS A. Undertaking to Update The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to: (i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information in the Registration Statement; and (iii) include any material information with respect to the plan for distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraph (A)(1)(i) and (A)(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 by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (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 which remain unsold at the termination of the offering. -6- 7 B. Undertaking With Respect to Documents Incorporated by Reference The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to 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. Undertaking With Respect to Indemnification 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 Commission, 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. -7- 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David B. Robson, Stephen J. Ludlow, and Anthony Tripodo and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this Registration Statement, and to file the same, or caused to be filed the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas on March 9, 1999. VERITAS DGC INC. By: /s/ David B. Robson ---------------------------------- David B. Robson Chairman of the Board, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the 9th day of March, 1999.
SIGNATURE TITLE --------- ----- /s/ David B. Robson Chairman of the Board, - ---------------------------------- Chief Executive Officer and Director David B. Robson /s/ Stephen J. Ludlow Vice Chairman of the Board - ---------------------------------- and Director Stephen J. Ludlow /s/ Timothy L. Wells President and - ---------------------------------- Chief Operating Officer Timothy L. Wells /s/ Anthony Tripodo Executive Vice President, - ---------------------------------- Chief Financial Officer and Treasurer Anthony Tripodo (principal financial and accounting officer)
-8- 9
SIGNATURE TITLE --------- ----- /s/ Clayton P. Cormier Director - ---------------------------------- Clayton P. Cormier /s/ Ralph M. Eeson Director - ---------------------------------- Ralph M. Eeson /s/ Lawrence C. Fichtner Director - ---------------------------------- Lawrence C. Fichtner /s/ James R. Gibbs Director - ---------------------------------- James R. Gibbs /s/ Steven J. Gilbert Director - ---------------------------------- Steven J. Gilbert /s/ Brian F. MacNeill Director - ---------------------------------- Brian F. MacNeill /s/ Jan Rask Director - ---------------------------------- Jan Rask /s/ Jack C. Threet Director - ---------------------------------- Jack C. Threet
-9- 10 INDEX TO EXHIBITS
Exhibit No. Description - ------- ----------- 4.1 Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated August 30, 1996. (Incorporated by reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report on Form 8-K dated September 16, 1996). 4.2 Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Incorporated by reference to Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November 12, 1991). 4.3 Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by referenced to Exhibit 3-C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991). 4.4 Specimen Veritas DGC Inc. Common Stock certificate. (Incorporated by reference to Exhibit 4-C to Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1996). 4.5 Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of May 15, 1997. (Incorporated by reference to Exhibit 4.1 of Veritas DGC Inc.'s Current Report on Form 8-K filed May 27, 1997). 4.6* Fourth Amended and Restated 1992 Employee Nonqualified Stock Option Plan (as amended and restated March 9, 1999). 4.7 1992 Non-Employee Director Stock Option Plan (as amended and restated December 9, 1998). (Incorporated by reference to Exhibit 4.7 to Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January 15, 1999). 4.8 Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June 24, 1998). 4.9* Key Contributor Incentive Plan (as amended and restated March 9, 1999). 5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed herewith. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of PricewaterhouseCoopers, Chartered Accountants. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion). 24.1* Power of Attorney (included on signature page).
- ----------------- *Filed herewith. EX-4.6 2 4TH AMEND 1992 EMPLOYEE NONQUALIFIED STOCK OPTION 1 EXHIBIT 4.6 VERITAS DGC INC. FOURTH AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN (AS AMENDED AND RESTATED MARCH 9, 1999) 1. PURPOSE. The purpose of this 1992 Employee Nonqualified Stock Option Plan (the "Plan") of Veritas DGC Inc. (the "Company") (formerly known as Digicon Inc.) is to provide officers and other key employees with a continuing proprietary interest in the Company. The Plan is intended to advance the interests of the Company by enabling it (i) to increase the interest in the Company's welfare of those employees who share the primary responsibility for the management, growth, and protection of the business of the Company, (ii) to furnish an incentive to such persons to continue their services to the Company, (iii) to provide a means through which the Company may continue to induce able management and operating personnel to enter its employ, and (iv) to provide a means through which the Company may effectively compete with other organizations offering similar incentive benefits in obtaining and retaining the services of competent management and operating personnel. 2. STOCK SUBJECT TO THE PLAN. The Company may grant from time to time options to purchase shares of the Company's authorized but unissued common stock, par value $.01 per share, or treasury shares of the common stock. Subject to adjustment as provided in Section 11 hereof, the aggregate number of shares which may be issued or covered by options pursuant to the Plan is 3,954,550 shares, as adjusted for the one for three reverse stock split effective January 17, 1995. Shares of common stock applicable to options which have expired unexercised or terminated for any reason may again be subject to an option or options under the Plan. 3. ADMINISTRATION. (a) The Plan shall be administered by the Compensation Committee of the Company's board of directors (the "Committee"). The board of directors may, from time to time, remove members from or add members to the Committee. Vacancies in the Committee, however caused, shall be filled by the board of directors. No member of the Committee shall be eligible to receive options under the Plan. The Committee shall select one of its members chairman and shall hold meetings at such times and places as it may determine. The Committee may appoint a secretary and, subject to the provisions of the Plan and to policies determined by the board of directors, may make such rules and regulations for the conduct of its business as it shall deem advisable. A majority of the Committee shall constitute a quorum. All action of the Committee shall be taken by a majority of its members. Any action may be taken by a written instrument signed by a majority of the members, and action so taken shall be fully as effective as if it had been taken by a vote of the majority of the members at a meeting duly called and held. 2 EXHIBIT 4.6 (b) Subject to the express terms and conditions of the Plan, the Committee shall have full power to construe or interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for its administration. (c) Subject to the provisions of Sections 4 and 5 hereof, the Committee may, from time to time, determine which employees of the Company or subsidiary corporations shall be granted options under the Plan, the number of shares subject to each option, and the time or times at which options shall be granted. (d) The Committee shall report to the board of directors the names of employees granted options, and the number of option shares subject to, and the terms and conditions of, each option; provided, however that no option may be granted to an otherwise eligible employee if, after giving effect to the proposed grant, such employee would then hold options covering more than 500,000 shares of common stock under the Plan. (e) No member of the board of directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option. 4. ELIGIBILITY. All full-time salaried employees of the Company and of its majority-owned subsidiaries shall be eligible to participate in the Plan, and options may be granted by the Committee to eligible employees designated by the Committee, either at the Committee's own initiative or upon the recommendation of management. In determining the employees to whom options shall be granted and the number of shares to be covered by each option, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the success of the Company, and such other factors as the Committee in its discretion shall deem relevant. The Company shall effect the granting of options under the Plan in accordance with the determination made by the Committee. 5. PRICE OF OPTIONS. The option price per share shall be not less than the lesser of (i) fair market value of the common stock on the date the option is granted or (ii) the average fair market value for the common stock during the thirty trading days ending on the trading day next preceding the date the option is granted. Fair market value on any day shall be deemed to be the last reported sale price of the common stock on the principal stock exchange on which the Company's common stock is traded on that date. If no trading occurred on such date, or, if at the time the common stock shall not be listed for trading, fair market value shall be deemed to be the mean between the quoted bid and asked prices for the common stock on such exchange or in the over-the-counter market, as the case may be, on that date. 2 3 EXHIBIT 4.6 6. TERM OF OPTION. No option shall be exercisable after the expiration of ten years from the date the option is granted. 7. EXERCISE OF OPTIONS. (a) General. Except as provided below, each option may be exercised at such times and in such amounts as the Committee in its discretion may provide. (b) Manner of Exercising Options. Shares of common stock purchased under options shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, options may be exercised from time to time by written notice to the Company stating the full number of shares with respect to which the option is being exercised, and the time of delivery thereof, which shall be at least 15 days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At such time, the Company shall, without transfer or issue tax to the optionee (or other person entitled to exercise the option) deliver to the optionee (or to such other person) at the principal office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates for such shares against prior payment of the option price in full on the date of notice of exercise for the number of shares to be delivered by certified or official bank check or the equivalent thereof acceptable to the Company; provided, however, that the time of such issuance and delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law, the listing requirements of the New York Stock Exchange or any other exchange on which the common stock may then be listed. If the optionee (or other person entitled to exercise the option) fails to pay for all or any part of the number of shares specified in such notice or to accept delivery of such shares upon tender of delivery thereof, the right to exercise the option with respect to such undelivered shares shall be terminated. 8. NON-ASSIGNABILITY OF OPTION RIGHTS. No option granted under the Plan shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of an optionee, the option shall be exercisable only by him. 9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this paragraph, options shall terminate 90 days following the termination of the optionee's employment with the Company for any reason, but shall be exercisable following termination only to the extent that the option had become vested on the termination date. In the event that the optionee retires from the Company (at or after age 65) the optionee shall have the right, subject to the provisions of Section 6, to exercise his option at any time within one year after such termination, to the extent that such option had become vested on 3 4 EXHIBIT 4.6 the termination date. If, however, the optionee shall die in the employment of the Company, then for the lesser of the maximum period during which such option might have been exercisable or one year after the date of death, his estate, personal representative, or beneficiary shall have the same right to exercise the option of such employee as he would have had if he had survived and remained in the employment of the Company. For purposes of this Section 9, employment by any majority-owned subsidiary corporation of the Company shall be deemed employment by the Company. In the discretion of the Committee, a leave of absence approved in writing by the board of directors of the Company shall not be deemed a termination of employment; however, no option may be exercised during such leave of absence. 10. CHANGE OF CONTROL. If, at any time, a person, entity or group (including, in each case, all other persons, entities or groups controlling, controlled by, or under common control with or acting in concert or concurrently with, such person, entity or group) shall hold, purchase or acquire beneficial ownership (including without limitation power to vote) of 50% or more of the then outstanding shares of the Company's Common Stock, then any portion of the Options which have not yet become exercisable shall thereupon become immediately exercisable. 11. ADJUSTMENT OF OPTIONS ON RECAPITALIZATION OR REORGANIZATION. The aggregate number of shares of common stock on which options may be granted to persons participating under the Plan, the aggregate number of shares of common stock on which options may be granted to any one such person, the number of shares thereof covered by each outstanding option, and the price per share thereof in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Company resulting from the subdivision or combination of shares or other capital adjustments, or the payment of a stock dividend after the effective date of this Plan, or other increase or decrease in such shares effected without receipt of consideration by the Company; provided, however, that no adjustment shall be made unless the aggregate effect of all such increases and decreases occurring in any one fiscal year after the effective date of this Plan will increase or decrease the number of issued shares of common stock of the Company by 5% or more; and, provided, further, that any options to purchase fractional shares resulting from any such adjustment shall be eliminated. Subject to any required action by the stockholders and to Section 10 hereof, if the Company shall be the surviving or resulting corporation in any merger or consolidation, any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of common stock subject to option would have been entitled had such option been exercised immediately preceding such merger or consolidation; but a dissolution or liquidation of the Company, or a merger or consolidation in which the Company is not the 4 5 EXHIBIT 4.6 surviving or resulting corporation (except for a change in Control as defined in Section 10 hereof in which case Section 10 shall govern then outstanding options) shall cause every option outstanding hereunder to terminate, except that the surviving or resulting corporation may, in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise. Adjustments under this Section shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. 12. AGREEMENTS BY OPTIONEE. Each individual optionee shall agree: (a) If requested by the Company, at the time of exercise of any option, to execute an agreement stating that he is purchasing the shares subject to option for investment purposes and not with a view to the resale or distribution thereof; (b) To authorize the Company to withhold from his gross pay any tax which it believes is required to be withheld with respect to any benefit under the Plan, and to hold as security for the amount to be withheld any property otherwise distributable to the optionee under the Plan until the amounts required to be withheld have been so withheld. 13. RIGHTS AS A SHAREHOLDER. The optionee shall have no rights as a stockholder with respect to any shares of common stock of the Company held under option until the date of issuance of the stock certificates to him for such shares. 14. EFFECTIVE DATE. The Plan was effective as of September 1, 1992, upon approval by the holders of a majority of the shares of outstanding capital stock present at the December 17, 1992 annual meeting of the Company's stockholders. The Plan was amended by the board of directors on August 29, 1997, and amended and restated by the board of directors on March 10, 1997, and December 9, 1998. 15. AMENDMENTS. (a) The board of directors may, from time to time, alter, suspend or terminate the Plan, or alter or amend any and all option agreements granted thereunder but only for one or more of the following purposes: 5 6 EXHIBIT 4.6 (1) To modify the administrative provisions of the Plan or options; (2) To make any other amendment which does not materially alter the intent or benefits of the Plan; or (3) Increase the maximum number of shares as to which options may be granted under the Plan either to all persons participating in the Plan or to any one such person. (b) It is expressly provided that no such action of the board of directors may, without the approval of the stockholders, alter the provisions of the Plan or option agreements granted thereunder so as to: (1) Decrease the option price applicable to any options granted under the Plan, provided, however, that the provisions of this clause (1) shall not prevent the granting, to any person holding an option under the Plan, of additional options under the Plan exercisable at a lower option price; or (2) alter any outstanding option agreement to the detriment of the optionee, without his consent. 16. EMPLOYMENT OBLIGATION. The granting of any option under this Plan shall not impose upon the Company any obligation whatsoever to employ or to continue to employ any optionee, and the right of the Company to terminate the employment of any officer or other employee shall not be diminished or affected by reason of the fact that an option has been granted to him under the Plan. 17. VES OPTIONS. In order to carry out the terms of (i) the Combination Agreement dated May 10, 1996, between the Company and Veritas Energy Services Inc. ("VES") which was approved by the Company's stockholders at a special meeting held on August 20, 1996 and (ii) the Plan of Arrangement under Part 15 of the Business Corporations Act (Alberta) relating to the combination of the Company and VES which, pursuant to an interim order of the Court of Queen's Bench of Alberta date July 18, 1996, was approved at special meetings of VES optionholders and shareholders held August 20, 1996, this Plan shall include under its terms each of the options (the "VES Options") outstanding on the Effective Date (as defined in the Combination Agreement) (which includes all outstanding options granted under VES' Stock Option Plan for Directors, Officers and Key Employees (the "VES Option Plan")) without any further action on the part of any holder thereof (each a "VES Optionholder"). Effective as of the Effective Time, each VES Option will be exercisable to purchase that number of shares of the Company's common stock determined by multiplying the number of VES common shares 6 7 EXHIBIT 4.6 (the "VES Common Shares") subject to such VES Option at the Effective Time by the Exchange Ratio (as defined in the Combination Agreement), at an exercise price per share of such VES Option immediately prior to the Effective Time, divided by the Exchange Ratio. On the Effective Date (as defined in the Combination Agreement), such option price shall be converted into a United States dollar equivalent based on the noon spot rate of exchange of the Bank of Canada on such date. If the foregoing calculation results in an exchanged VES Option being exercisable for a fractional share of the Company's common stock, then the number of shares of the Company's common stock subject to such option will be rounded down to the nearest whole number of shares and the total exercise price for the option will be reduced by the exercise price of the fractional share. The term, exercisability, vesting schedule and all other terms and conditions of the VES Options will otherwise be unchanged and shall operate in accordance with their terms, notwithstanding anything to the contrary contained herein. 7 EX-4.9 3 KEY CONTRUBUTOR INCENTIVE PLAN - AMENDED 3/9/1999 1 EXHIBIT 4.9 VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN (AS AMENDED AND RESTATED MARCH 9, 1999) A. PLAN OBJECTIVES The overall objective of the Key Contributor Incentive Plan (herein after referred to as the "Plan") is to provide short-term rewards paid as incentives to designated Key Contributors. Key Contributors are those individuals who have the responsibility of leading a diverse or complex team or function. The work produced from that team or function significantly impacts the operations of the Company up to and including bottom line results. Within the overall objectives, the following are the specific goals of the Plan: o Reward Key Contributors for achieving Veritas DGC Inc.'s business strategies in the area of net income before taxes (NIBT) o Focus participants on key business goals that they can directly impact o Create payout opportunities that balance the appropriate return to the Company with reward to the participants B. ELIGIBILITY Eligibility for participation in the Plan is recommended by managers and approved by the respective division executive. Plan participants must meet the following eligibility criteria: o A minimum annual base salary of $50,000 o Job responsibilities that have a major impact on the accomplishment of Veritas DGC Inc.'s business strategies o Regular full-time employment with Veritas DGC Inc. Variations from the guidelines may be made for individuals as recommended by Corporate or Division executives and approved by the CEO. C. PLAN YEAR The Plan year for the Key Contributor Incentive Plan coincides with the Veritas DGC Inc. fiscal year: August 1 through July 31. 2 EXHIBIT 4.9 D. PERFORMANCE MEASURES AND PAYOUT TARGETS PERFORMANCE MEASURES AND WEIGHTS Seventy-five percent (75%) of the payment will be based upon attainment of net income before taxes (hereinafter referred to as "NIBT"). NIBT is based on the profit plan for VDGC Consolidated and for each division as approved by Veritas DGC Inc.'s Board of Directors. Twenty-five percent (25%) of the award will be based on equally weighted strategic individual objectives as determined by the participant's immediate supervisor. These individual objectives are to be in addition to the participant's day-to-day responsibilities and shall present a challenge to the participant. The following incentive weights apply for both Corporate and Division participants:
VDGC CONSOLIDATED DIVISION INDIVIDUAL NIBT NIBT OBJECTIVES ------------ -------- ---------- Corporate 75% 25% Division 25% 50% 25%
The impact level of the participant's position determines incentive target payout percentage as follows:
IMPACT TARGET BASE SALARY (IN THOUSANDS) LEVEL PAYOUT* -------------------------- ----- ------- CEO -- 50% $150+ (Corporate leadership and A 40% Division Sr. Executive Mgt. Only) $100+ B 30% $75-$99 C 20% $50-$74 D 10%
*Target payout is the percentage of base salary that the Plan intends to pay to the participant assuming that the profit and strategic individual objectives are met for the corporation and his/her division. 2 3 EXHIBIT 4.9 E. AWARD CALCULATION The actual incentive award calculation will be comprised of the following components: o FINANCIAL RESULTS: Incentive payouts will increase or decrease from target as dictated by NIBT results without minimum or cap. o INDIVIDUAL OBJECTIVES: This portion of the incentive award will be increased or decreased from target as determined by financial results. NOTE: If the annual NIBT plan as submitted to and approved by the Board (either Veritas DGC Inc. or a division plan) generates an NIBT plan of $0 or less, the following then applies: a) If planned negative NIBT is attained, a maximum of target incentive will be earned. EMPLOYMENT STATUS Participants must be actively employed on the dates that the award payments are made; otherwise the award is forfeited. In addition, if the participant leaves before the award payment date, all moneys previously paid will be retained by the participant; however, no additional bonuses will be calculated or paid. The CEO must approve any exceptions to this rule. F. METHOD OF PAYMENT Incentive awards will be paid in cash unless otherwise determined by the Veritas DGC Inc. Board of Directors or the Compensation Committee of the Veritas DGC Inc. Board of Directors. STOCK IN LIEU OF INCENTIVE AWARD Prior to payment of either the mid-year or the year-end incentive, the Veritas DGC Inc. Board of Directors or the Compensation Committee of the Veritas DGC Inc. Board of Directors may determine that some or all participants in the Plan shall receive all or a portion of their mid-year or year-end incentive award in shares of Veritas DGC Inc. Common Stock. In those periods when incentive payments would otherwise be made in cash, the Board of Directors or the Compensation Committee may allow participants the opportunity to receive all or part of their mid-year or year-end incentive in shares of Veritas DGC Inc. Common Stock. Participants who receive all or a specified portion of the mid-year or year-end incentive award in Common Stock rather than cash will receive their shares on a date following the mid-year or year-end incentive payment. Numbers of shares will be calculated as follows: 3 4 EXHIBIT 4.9 Portion of incentive used to purchase stock ($) = # of shares ----------------------------------------------- Fair market value per share ($) For the purposes of this Plan, "fair market value" shall be the closing price for the Common Stock on the New York Stock Exchange on a date fixed by the Board of Directors or the Compensation Committee. G. AWARD FREQUENCY Incentive awards will be made semi-annually. The mid-year award will be based on the achievement of the applicable NIBT plan. The Board of Directors or the Compensation Committee shall have the discretion to adjust some or all of the mid-year incentive awards based on projected performance through the end of the fiscal year. The award at the end of the fiscal year will be based on both achievement of applicable NIBT plan and the attainment of individual objectives. H. PLAN ADMINISTRATION The Plan is administered by the CEO and Corporate Vice President of Human Resources in accordance with the Key Contributor Incentive Plan Administration Document. Any exceptions to the Plan must be approved by the Board of Directors and/or the Compensation Committee of the Board of Directors of Veritas DGC Inc. At any time, the Board of Directors (and/or the Compensation Committee of the Board of Directors) may, in its discretion, adjust, amend or terminate the plan. This Plan is a voluntary incentive program and continuance of the Plan is not assumed as an obligation of Veritas DGC Inc. Veritas DGC Inc. reserves the right to terminate the Plan or to amend the Plan at any time and in any respect. Participation in this Plan shall not impose upon the Company any obligation whatsoever to employ or to continue to employ any Plan participant, and the right of the Company to terminate the employment of any officer or other employee shall not be diminished or affected by reason of the fact that the employee is a Plan participant. 4 EX-5.1 4 OPINION OF PORTER & HEDGES, L.L.P. 1 EXHIBIT 5.1 [PORTER & HEDGES, L.L.P. LETTERHEAD] March 11, 1999 Veritas DGC Inc. 3701 Kirby Drive, Suite 112 Houston, Texas 77098 Re: VERITAS DGC INC. REGISTRATION STATEMENT ON FORM S-8: KEY CONTRIBUTOR INCENTIVE PLAN (AS AMENDED AND RESTATED MARCH 9, 1999) FOURTH AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN (AS AMENDED AND RESTATED MARCH 9, 1999) Gentlemen: We have acted as counsel to Veritas DGC Inc., a Delaware corporation (the "Company"), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates, among other things, to an aggregate of 700,000 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), to be transferred pursuant to the Key Contributor Incentive Plan (As amended and restated March 9, 1999) and the Fourth Amended and Restated 1992 Employee Nonqualified Stock Option Plan (As amended and restated March 9, 1999) between the Company and selected officers and other employees to provide them with a continuing proprietary interest in the Company (the "Plans"). We have examined the Plans and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon such examination and review, we are of the opinion that the Shares will, upon transfer and delivery as contemplated by the Plans be validly issued, fully paid and nonassessable outstanding shares of Common Stock. This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. This opinion is conditioned upon the Registration Statement being declared effective and upon compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable. Very truly yours, /s/ Porter & Hedges, L.L.P. PORTER & HEDGES, L.L.P. EX-23.1 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 1, 1998 appearing on page 15 of Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1998. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Houston, Texas March 10, 1999 EX-23.2 6 CONSENT OF PRICEWATERHOUSECOOPERS, CHARTERED ACCT. 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 20, 1996 appearing on page 17 of Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1998. /s/ PricewaterhouseCoopers PRICEWATERHOUSECOOPERS Chartered Accountants Calgary, Alberta March 10, 1999 EX-23.3 7 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Veritas DGC Inc. on Form S-8 of our report dated October 10, 1996 appearing in the Annual Report on Form 10-K for the year ended July 31, 1998. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Houston, Texas March 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----