-----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, GKLgoGTtSBHx9eJzqeel37a+BoNhSJlArlrTGbpy74r3orT0lbxqfEXjgQBQRgaU dcJpt225y9tZk0MTzqpvGg== 0000950129-97-005167.txt : 19971211 0000950129-97-005167.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950129-97-005167 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19971210 EFFECTIVENESS DATE: 19971210 SROS: AMEX 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: 333-41829 FILM NUMBER: 97735110 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 December 10, 1997. 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 (713) 512-8300 (Address, including Zip Code, of Registrant's Principal Executive Offices) ----------------------- VERITAS DGC INC. SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN VERITAS DGC INC. AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (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 HOUSTON, TEXAS 77002 (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 1,441,667 $38.375 $55,323,971.12 $16,321.00 =====================================================================================================================
(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 the Plan. (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 December 2, 1997, which was $38.375. 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. PURSUANT TO THE PROVISIONS OF RULE 429 OF THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS RELATED TO THIS REGISTRATION STATEMENT ALSO RELATES TO 816,451 SHARES OF COMMON STOCK COVERED BY THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (REG. NO. 333-09679). THIS PREVIOUSLY FILED FORM S-8 REGISTERED 1,358,333 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE PURSUANT TO THE DIGICON INC. AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN AND THE DIGICON INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. OPTIONS HAVE BEEN GRANTED COVERING ALL 1,294,992 SHARES OF COMMON STOCK, AND 541,882 SHARES OF COMMON STOCK HAVE BEEN ISSUED UPON EXERCISE OF SUCH OPTIONS. THE $5,708.51 REGISTRATION FEE WITH RESPECT TO THE 1,358,333 SHARES OF COMMON STOCK WAS PREVIOUSLY 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 annual report on Form 10-K for the fiscal year ended July 31, 1997, filed with the Commission on October 20, 1997; (b) 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 14, 1997, 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 Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan and the Amended and Restated 1992 Non-Employee Director Stock Option Plan, 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 July 31, 1997, there were 22,349,111 shares outstanding, and 1,318,364 shares were reserved for issuance upon exercise of outstanding warrants and options. Included in shares outstanding are 2,367,071 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 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 -2- 3 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 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 -3- 4 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. 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). -4- 5 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* Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan 4.2* Amended and Restated 1992 Non-Employee Director Stock Option Plan 4.3 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). 4.4 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). 4.5 By-laws 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). 4.6 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). 4.7 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). 5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed herewith. 23.1* Consent of Price Waterhouse LLP. 23.2* Consent of Price Waterhouse, 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 -5- 6 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. 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. -6- 7 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 December 10, 1997. 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 10th day of December, 1997.
SIGNATURE TITLE --------- ----- /s/ DAVID B. ROBSON Chairman of the Board, - -------------------------------- Chief Executive Officer and Director David B. Robson /s/ STEPHEN J. LUDLOW President, - -------------------------------- Chief Operating Officer and Director Stephen J. Ludlow /s/ LAWRENCE C. FICHTNER Executive Vice President, - -------------------------------- Corporate Communications and Director Lawrence C. Fichtner /s/ ANTHONY TRIPODO Executive Vice President, - -------------------------------- Chief Financial Officer and Treasurer (principal Anthony Tripodo financial and accounting officer) Director - -------------------------------- Clayton P. Cormier /s/ RALPH M. EESON Director - -------------------------------- Ralph M. Eeson
-7- 8
SIGNATURE TITLE --------- ----- Director - -------------------------------- James R. Gibbs Director - -------------------------------- Steven J. Gilbert /s/ BRIAN F. MACNEILL Director - -------------------------------- Brian F. MacNeill /s/ DOUGLAS B. THOMPSON Director - -------------------------------- Douglas B. Thompson Director - -------------------------------- Jack C. Threet
-8- 9 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ----------- NO. --------- 4.1* Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan 4.2* Amended and Restated 1992 Non-Employee Director Stock Option Plan 4.3 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) 4.4 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) 4.5 By-laws of New Digicon Inc. dated June 24, 1991. (Incorporated by reference to Exhibit 3- C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991) 4.6 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). 4.7 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) 5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed herewith. 23.1* Consent of Price Waterhouse L.L.P. 23.2* Consent of Price Waterhouse, 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. -9- EX-4.1 2 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN 1 EXHIBIT 4.1 VERITAS DGC INC. SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN 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 members of management 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 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 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 2,200,000 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. (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. 2 (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. (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. Only full-time salaried officers and other key personnel of the Company and of its majority-owned subsidiaries shall be eligible to participate in the Plan. 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. 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. No option may be exercised prior to six months from the date of grant. -2- 3 (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 normal retirement age) 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 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. -3- 4 10. CHANGE OF CONTROL. Subject to the provisions of Section 17 hereof as to VES Options (as defined in Section 17), with respect to options granted prior to March 11, 1997, 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 of (including, without limitation, power to vote) 50% or more of the then outstanding shares of the Company's common stock (a "Change in Control"), any portion of such options which have not yet become exercisable shall thereupon become immediately exercisable, and, except with respect to the limitations set forth in Section 6 hereof, the limitations set forth above as to the earliest date at which an option may be exercised shall thereupon become null and void and of no further effect whatsoever. With respect to options granted on or after March 11, 1997, if a Change in Control occurs, then the Committee may, in its sole discretion, declare that all or any portion of the options which have not yet become exercisable shall thereupon become immediately exercisable, and, except with respect to the limitations set forth in Section 6 hereof, upon such a declaration, the limitations set forth above as to the earliest date at which an option may be exercised shall thereupon become null and void and of no further effect whatsoever with respect to the options subject to such declaration. In addition, the Committee may, in its sole discretion, provide in any option agreement relating to a grant of options on or after March 11, 1997 pursuant to the Plan that, upon such a Change in Control, all or any portion of the options subject to said option agreement 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, 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 surviving or resulting corporation, shall cause every option outstanding hereunder to terminate, except that the surviving or resulting corporation may, in its -4- 5 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. 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: (1) to modify the administrative provisions of the Plan or options; or (2) to make any other amendment which does not materially alter the intent or benefits of the Plan. -5- 6 (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) 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; (2) decrease the option price applicable to any options granted under the Plan, provided, however, that the provisions of this clause (2) 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 (3) 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 (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 -6- 7 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-4.2 3 AMENDED 1992 NON-EMPLOYEE DIRECTOR STOCK OPT. PLAN 1 EXHIBIT 4.2 VERITAS DGC INC. (FORMERLY DIGICON INC.) 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (AS AMENDED AND RESTATED FEBRUARY 17, 1997) 1. Purpose of the Plan. The purpose of the Veritas DGC Inc. 1992 Non-Employee Director Stock Option Plan ("Plan") is to attract the services of experienced and knowledgeable non-employee directors and provide an opportunity for ownership by such non-employee directors of the common stock, $.01 par value ("Common Stock"), of Veritas DGC Inc., a Delaware corporation ("Company"). 2. Administration of the Plan. The Plan shall be administered by the Board of Directors of the Company or any committee duly appointed thereby ("Board"). Subject to the terms of the Plan, the Board shall have the power to interpret the provisions and supervise the administration of the Plan. All decisions made by the Board pursuant to the provisions of the Plan shall be made by a majority of its members at a duly held regular or special meeting or by written consent in lieu of any such meeting. 3. Stock Reserved for the Plan. The maximum number of shares of Common Stock which may at any time be subject to outstanding options issued under the Plan is 600,000. The Company shall reserve for issuance pursuant to the Plan such number of shares of Common Stock as may from time to time be subject to options granted pursuant to the Plan. Should any option expire or be canceled prior to its exercise in full, the shares theretofore subject to such option may again be made subject to an option under the Plan. 4. Grant of Options. Each director of the Company who is not otherwise an employee of the Company or any of the Company's subsidiaries (as defined in Section 425(f) of the Internal Revenue Code of 1986, as amended) (hereinafter referred to as an "Eligible Director") and who is a member of the Board after December 31, 1996 (the "Effective Date") shall be granted on each Date of Grant (as defined below) (provided that on such Date of Grant such Eligible Director is a member of the Board) one option to acquire 10,000 shares of Common Stock (the "Option"). The exercise price per share of Common Stock of the Option granted to an Eligible Director shall be the Fair Market Value of the Common Stock on the Date of Grant. Special Provision for Newly-Elected Directors. In the case of a director who is initially elected or appointed to the Board between Dates of Grant, the Board may in its discretion grant an option to such newly elected or appointed director for a number of shares of Common Stock not to exceed 10,000; provided that any such option shall have an exercise price of at least equal to the fair market value of the Common Stock on its date of grant. For the purposes of this paragraph 4, the following terms shall have the following meanings: 2 (x) "Date of Grant" means March 11, 1997, and thereafter the date of the first meeting of the Board in each odd numbered year after the Effective Date on which an Eligible Director is a member of the Board. (y) "Fair Market Value" of a share of Common Stock on any date shall be (i) the closing sales price on the Date of Grant of a share of Common Stock as reported on the principal securities exchange on which shares of the Common Stock have been listed or admitted to trading or (ii) if not so reported, the average of the average closing bid and asked prices for a share of Common Stock on the Date of Grant as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or (iii) if not quoted on the NASDAQ, the average of the average closing bid and asked prices for a share of Common Stock on the Date of Grant as quoted by the National Association of Securities Dealers' OTC Bulletin Board System. If the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Board in its absolute discretion. 5. Option Agreement. Each Option granted under the Plan shall be evidenced by an agreement, in a form approved by the Board, which shall be subject to the terms and conditions of the Plan. Any agreement may contain such other terms, provisions and conditions as may be determined by the Board and that are not inconsistent with the Plan. 6. Term of Options. Each Option granted will be exercisable as to 25% of the shares of Common Stock covered by such Option at any time after the first anniversary of the Date of Grant and as to an additional 25% on each anniversary thereafter until the fourth anniversary of the Date of Grant, following which the Option will be exercisable in full; provided, however, that no Option shall be exercisable after the expiration of ten years from the Date of Grant; and, provided further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan. 7. Procedure for Exercise. Options shall be exercised by written notice to the Company setting forth the number of shares of Common Stock with respect to which the Option is to be exercised and specifying the address to which the certificates for such shares are to be mailed. Such notice shall be accompanied by cash or certified check, bank draft, or postal or express money order payable to the order of the Company in an amount equal to the product obtained by multiplying the Option exercise price times the number of shares of the Common Stock with respect to which the Option is then being exercised. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to the optionee a certificate or certificates for the number of shares with respect to which such Option has been so exercised, issued in the optionee's name; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified pursuant to this paragraph 7. -2- 3 8. Assignability. An Option shall not be assignable or otherwise transferable except by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order ("QDRO") as defined by the Internal Revenue Code of 1986, as amended, and the rules and regulations in effect from time to time thereunder and Title I of the Employee Retirement Income Security Act, as amended, and the rules and regulations in effect from time to time thereunder. During an optionee's lifetime an Option shall be exercisable only by the optionee. 9. Effect of Termination. (i) In the event of the death of an optionee, the Options granted to him may be exercised (to the extent he would have been entitled to do so at the date of his death) at any time and from time to time by the executor or administrator of his estate or by the person or persons to whom his rights under the Options shall pass by will or the laws of descent and distribution, but in no event may the Option be exercised after the earlier of (i) one year from the optionee's death or (ii) its expiration. (ii) If an optionee ceases to be a director of the Company, the Options granted to him may be exercised (to the extent he would have been entitled to do so at the date that he ceases to be a director) at any time and from time to time thereafter prior to the earlier of (i) one year from the optionee's cessation of service as a director or (ii) expiration of the Option. (iii) No transfer of an Option by an optionee by will or by the laws of descent and distribution or pursuant to a QDRO shall be effective to bind the Company unless the Company shall have been furnished with written notice of the same and an authenticated copy of the will, the QDRO and such other evidence as the Board may deem necessary to establish the validity of the transfer and the acceptance of the transferee or transferees of the terms and conditions of such Option and the terms and provisions of the Plan. 10. No Rights as Stockholder. No optionee shall have any rights as a stockholder with respect to shares covered by an Option until the date of issuance of a stock certificate or certificates for such shares of Common Stock. 11. Extraordinary Corporate Transactions. New options may be substituted for the Options granted under the Plan, or the Company's duties as to Options outstanding under the Plan may be assumed, by a corporation other than the Company, or by a parent or subsidiary of the Company, or such corporation, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Company is involved. Notwithstanding the foregoing or the provisions of paragraph 15 hereof, in the event such corporation, or parent or subsidiary of the Company or such corporation, does not substitute new Options for, and substantially equivalent to, the Options granted hereunder, or assume the Options granted hereunder, the Options granted hereunder shall be canceled, immediately prior to the effective date of such event, and, in full consideration of such cancellation, and the optionee to whom the Option was granted shall be paid an amount in cash equal to the excess of (i) the value, as determined by the -3- 4 Board in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event less (ii) the exercise price of the Option. 12. 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, and, except with respect to the limitations set forth in paragraph 6 hereof, the limitations set forth above as to the earliest date at which an option may be exercised shall thereupon become null and void and of no further effect whatsoever. 13. Investment Representation. Each option agreement shall contain an agreement that, upon demand by the Board for such a representation, the optionee (or any person acting under paragraph (9(i)) shall deliver to the Company at the time of any exercise of an option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof or such other representation as the Board deems advisable. Upon such demand, delivery of such representation, prior to the delivery of any shares issued upon exercise of an Option and prior to the expiration of the option period, shall be a condition precedent to the right of the optionee or such other person to purchase any shares. 14. Amendments or Termination. The Board may amend, alter or discontinue the Plan; provided, however, that, without the approval of the Company's stockholders, no amendment shall (i) increase the number of shares subject to the Plan; (ii) modify the requirements as to eligibility for participation in the Plan; or (iii) modify the number or time at which Options may be granted. 15. Changes in Company's Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or any bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any reorganization or other corporate act or proceeding, whether of a similar character or otherwise; provided, however, that if the outstanding shares of Common Stock of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, or recapitalization, the number and kind of shares then subject to any outstanding Option shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate option price of any outstanding Option. 16. Compliance with Other Laws and Regulations. The Plan, the grant and exercise of Options thereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals -4- 5 by any governmental or regulatory agency or national securities exchange as may be required. The Company shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body or national securities exchange which the Company shall, in its sole discretion, determine to be necessary or advisable. 17. Effective Date and Term of the Plan. The Plan was adopted by the Board of Directors on October 29, 1992, and approved by the stockholders of the Company at the annual meeting on December 17, 1992, and amended and restated by the Board on February 17, 1997. -5- EX-5.1 4 OPINION OF PORTER & HEDGES, LLP 1 [PORTER & HEDGES, L.L.P. LETTERHEAD] December 10, 1997 Veritas DGC Inc. EXHIBIT 5.1 3701 Kirby Drive, Suite 112 Houston, Texas 77098 Re: VERITAS DGC INC. REGISTRATION STATEMENT ON FORM S-8; SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN AND THE AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 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 to an aggregate of 1,041,667 and 400,000 shares (collectively, the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable pursuant to the Company's Second Amended and Restated Employee Nonqualified Stock Option Plan (the "Employee Plan") and the Company's Amended and Restated 1992 Non-Employee Director Stock Option Plan (the "Director Plan"), respectively. We have examined the Employee Plan and the Director Plan 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 issuance and delivery as contemplated by the Employee Plan and the Director Plan, 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 PRICE WATERHOUSE 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 September 24, 1997, which appears on page 16 of the Veritas DGC Inc. Annual Report on Form 10-K for the year ended July 31, 1997. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Houston, Texas December 5, 1997 EX-23.2 6 CONSENT OF PRICE WATERHOUSE, CHARTERED ACCOUNTANTS 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, which appears on page 18 of the Veritas DGC Inc. Annual Report on Form 10-K for the year ended July 31, 1997. /s/ PRICE WATERHOUSE PRICE WATERHOUSE Chartered Accountants December 5, 1997 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 the Registration Statement on Form S-8 of our report dated October 10, 1996, on the consolidated balance sheet of Veritas DGC Inc. and subsidiaries (the "Company") as of July 31, 1996, and the related consolidated statements of income, cash flows and changes in stockholder' equity for each of the two years in the period ended July 31, 1996, appearing in the Company's Annual Report on Form 10-K for the year ended July 31, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Houston, Texas December 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----