-----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, TswU0dzQKrHJ+i/AyXU5NRJ0GldbeeHqLnr7oEfUe4vhb7TqavIY1tCN4A+Y2BdA JTZ9L1pWBpO8MAs9dVgG6g== 0000950129-98-001371.txt : 19980401 0000950129-98-001371.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950129-98-001371 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980331 EFFECTIVENESS DATE: 19980331 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: 333-48953 FILM NUMBER: 98581724 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 31, 1998. 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 VERITAS DGC INC. RESTRICTED STOCK GRANT AGREEMENTS (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 Maximum Aggregate Amount to Offering Offering Price Amount of Title of Securities to be Registered be Registered Price per Share (1) (2) Registration Fee - --------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 23,025 shs. $55.00 $1,266,375.00 $373.58 ===============================================================================================================
(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 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 26, 1998, which was $55.00. 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 REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-09679, WHICH RELATE TO AN AGGREGATE OF 2,800,000 SHARES OF COMMON STOCK. THE $22,029.51 AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 2,800,000 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 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, the Amended and Restated 1992 Non-Employee Director Stock Option Plan and Restricted Stock Grant Agreements, 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 -2- 3 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 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 -3- 4 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. 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 -4- 5 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 Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan (Incorporated by reference to Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997). 4.2 Amended and Restated 1992 Non-Employee Director Stock Option Plan (Incorporated by reference to Exhibit 4.2 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997). 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). 4.8* Form of Restricted Stock Grant Agreement. 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.
-5- 6 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. 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 -6- 7 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. 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 30, 1998. 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 30th day of March, 1998.
SIGNATURE TITLE --------- ----- /s/ DAVID B. ROBSON - ------------------------------------------- Chairman of the Board, David B. Robson Chief Executive Officer and Director /s/ STEPHEN J. LUDLOW - ------------------------------------------- President, Stephen J. Ludlow Chief Operating Officer and Director /s/ LAWRENCE C. FICHTNER - ------------------------------------------- Executive Vice President, Lawrence C. Fichtner Corporate Communications and Director /s/ ANTHONY TRIPODO - ------------------------------------------- Executive Vice President, Anthony Tripodo Chief Financial Officer and Treasurer (principal financial and accounting officer) - ------------------------------------------- Director Clayton P. Cormier
-7- 8
SIGNATURE TITLE --------- ----- - ------------------------------------------- Director Ralph M. Eeson /s/ JAMES R. GIBBS - ------------------------------------------- Director James R. Gibbs - ------------------------------------------- Director Steven J. Gilbert /s/ BRIAN F. MACNEILL - ------------------------------------------- Director Brian F. MacNeill - ------------------------------------------- Director Douglas B. Thompson /s/ JACK C. THREET - ------------------------------------------- Director Jack C. Threet
-8- 9 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ----------- NO. --------- 4.1 Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan (Incorporated by reference to Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997). 4.2 Amended and Restated 1992 Non-Employee Director Stock Option Plan (Incorporated by reference to Exhibit 4.2 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997). 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) 4.8* Form of Restricted Stock Agreement. 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-4.8 2 FORM OF RESTRICTED STOCK AGREEMENT 1 EXHIBIT 4.8 FORM OF RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of the [Day] day of [Month, Year], between Veritas DGC Inc., a Delaware corporation (the "Employer"), and [__________________], an individual residing in Harris County, Texas ("Employee"). RECITALS WHEREAS, Employee is employed by Employer. WHEREAS, Employer and Employee desire that shares of stock of Employer be issued to Employee, subject to this Agreement, as additional compensation to Employee for his employment with Employer. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Employer and Employee agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: a. "Board" shall mean the board of directors of the Company. b. "Cause" shall have the meaning ascribed to such term in the Employment Agreement. c. "Disability" shall have the meaning ascribed to such term in the Employment Agreement. d. "Employment Agreement" shall mean that certain Employment Agreement of even date herewith between Employer and Employee. e. "Forfeiture Restrictions" shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of shares of Stock issued to Employee hereunder and the obligation to forfeit and surrender such shares to Employer. f. "Good Reason" shall have the meaning ascribed to such term in the Employment Agreement. g. "Stock" shall mean the common stock of Employer, $.01 par value. h. "Restricted Shares" shall mean shares of Stock that are subject to the Forfeiture Restrictions. 2 2. Restricted Shares. The Employee agrees to accept the Restricted Shares when issued and agrees with respect thereto as follows: a. On the date of this Agreement, Employer shall cause to be issued in Employee's name [______________] shares of Stock as Restricted Shares. A certificate evidencing the Restricted Shares shall be issued by Employer in Employee's name, pursuant to which Employee shall have, except for the Forfeiture Restrictions, all of the rights of a stockholder of Employer with respect to such Restricted Shares, including, without limitation, the right to receive any dividends or distributions allocable thereto. The certificate shall be delivered upon issuance to the Secretary of Employer or to such other depository as may be designated by the Board as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse. On the date of this Agreement, Employee shall deliver to Employer stock powers, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, Employer shall cause a new certificate or certificates to be issued without legend in the name of Employee in exchange for the certificate evidencing the Restricted Shares. b. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions. Further, the Restricted Shares may not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees (i) that Employer may refuse to register the transfer of the Restricted Shares on the stock transfer records of Employer if such proposed transfer would in the opinion of counsel satisfactory to Employer constitute a violation of any applicable securities law and (ii) that Employer may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares. The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Restricted Shares. Certificates representing the Restricted Shares shall be legended as follows to reflect the Forfeiture Restrictions and to assure compliance with any applicable federal or state securities laws: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND [EMPLOYEE] DATED [DATE]. RESTRICTIONS ON THE RIGHT TO OWN OR TRANSFER THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO SAID RESTRICTED STOCK AGREEMENT. A COPY OF THE RESTRICTED STOCK AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH COPY. -2- 3 c. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by Employer from the effective date of this Agreement through the lapse date: Number of Restricted Shares as to Which Forfeiture Lapse Date Restrictions Lapse ---------- ---------------------- Notwithstanding the foregoing provisions of this Section 2(c), in the event Employee's employment with Employer is terminated prior to [Date] (i) by Employer without Cause, (ii) by Employee for Good Reason or (iii) due to the death or Disability of Employee, then all remaining Forfeiture Restrictions shall immediately lapse. d. The existence of the Restricted Shares shall not affect in any way the right or power of Employer to make or authorize any adjustment, recapitalization, reorganization or other change in Employer's capital structure or its business, any merger or consolidation of Employer, any issue of debt or equity securities, the dissolution or liquidation of Employer or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. The prohibitions of Section 2(b) hereof shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of Employer, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Shares for all purposes of this Agreement and the certificates representing such stock, securities or other property shall be legended to show such restrictions. e. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to Employee for federal or state income tax purposes, Employee shall deliver to Employer at the time of such receipt or lapse, as the case may be, such amount of money as Employer may require to meet its obligation under applicable tax laws or regulations, and, if such Employee fails to do so, Employer is authorized to withhold from any cash or stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. -3- 4 3. Consideration. As consideration for the issuance of the Restricted Shares, Employee shall pay Employer the par value of such Restricted Shares. 4. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of Employer as long as Employee remains an employee of either Employer, any successor corporation or a parent or subsidiary corporation (as defined in Section 424 of the Code) of Employer or any successor corporation thereof. Any questions as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Board and its determination shall be final. 5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Employer, Employee, any successors to Employer and all persons lawfully claiming under the Employee. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, Employer has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Agreement, all as of the date first above written. EMPLOYER: VERITAS DGC INC. By: ------------------------------------ David B. Robson Chairman of the Board and Chief Executive Officer EMPLOYEE: --------------------------------------- [Employee Name] -4- EX-5.1 3 OPINION OF PORTER & HEDGES, L.L.P. 1 EXHIBIT 5.1 [PORTER & HEDGES, L.L.P. LETTERHEAD] March 30, 1998 Veritas DGC Inc. 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, A MENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND RESTRICTED STOCK GRANT AGREEMENTS 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 23,025 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable pursuant to Restricted Stock Grant Agreements between the Company and five individuals as an employment inducement upon the vesting thereof (collectively, the "Grant Plan"). We have examined the Grant 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 Grant 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 4 CONSENT OF PRICE WATERHOUSE L.L.P. 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 March 30, 1998 EX-23.2 5 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 March 30, 1998 EX-23.3 6 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 March 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----