-----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, NE0H3OnNYOIAyPqmPkLJcp/nMi2YZmjjbA9DSKAShbsemSB7x9HkH9NtU3U1THPa TPZkWf/6v1uatyyNwzBHeA== 0001006199-98-000172.txt : 19980925 0001006199-98-000172.hdr.sgml : 19980925 ACCESSION NUMBER: 0001006199-98-000172 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980924 EFFECTIVENESS DATE: 19980924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTS DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 222476180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-60075 FILM NUMBER: 98713983 BUSINESS ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 STREET 2: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 S-8 POS 1 FORM S-8 As filed with the Securities and Exchange Commission on September 24, 1998 Registration No.: 33-60075 ------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GTS Duratek, Inc. (Exact name of registrant as specified in its charter) Delaware 22-2476180 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 10100 Old Columbia Road Columbia, Maryland 21046 (Address of principal executive offices) (Zip Code) Amended and Restated 1984 Stock Option Plan of GTS Duratek, Inc. (Full title of plans) (Name, address and telephone (Copy to:) number of agent for service) Robert E. Prince Lawrence R. Seidman, Esquire GTS Duratek, Inc. Piper & Marbury L.L.P. 10100 Old Columbia Road 36 South Charles Street Columbia, Maryland 21046 Baltimore, Maryland 21201 (410) 312-5100 (410) 539-2530 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Amount Proposed Proposed Amount of Title of Securities to be Maximum Offering Maximum Aggregate Registration to be Registered Registered Price Per Share(1) Offering Price(1) Fee(1) - -------------------------------------------------------------------------------- Common Stock, $.01 par value 1,000,000 $6.313 $6,313,000 $1,862.34 - -------------------------------------------------------------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on a price of $6.313, which was the closing price of the Common Stock of GTS Duratek, Inc. as reported on the Nasdaq National Market on September 21, 1998. INCORPORATION BY REFERENCE In accordance with General Instruction E to Form S-8, the contents of the Registration Statement filed by GTS Duratek, Inc. (the "Company") under Registration Number 33-60075, with respect to securities offered pursuant to the Amended and Restated 1984 Stock Option Plan of GTS Duratek, Inc. are hereby incorporated by reference. In addition, the following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2) the Company's Proxy Statement for the 1998 Annual Meeting of Stockholders filed April 16, 1998; and (3) the Company's Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 1998 and June 30, 1998. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Exhibits. Exhibit Number Description - ------ ----------- 5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of the securities being registered 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Columbia, State of Maryland on the 24th day of September, 1998. GTS DURATEK, INC. By: /s/ Robert E. Prince ------------------------------ Robert E. Prince, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- President, Chief Executive Officer /s/ Robert E. Prince and Director (Principal Executive September 24, 1998 - ----------------------- Officer) Robert E. Prince Executive Vice President and Chief /s/ Robert F. Shawver Financial Officer (Principal September 24, 1998 - ------------------------ Financial Officer) Robert F. Shawver Treasurer (Principal Accounting /s/ Craig T. Bartlett Officer) September 24, 1998 - ------------------------ Craig T. Bartlett * Chairman of the Board of Directors September 24, 1998 - ------------------------ Daniel A. D'Aniello * Director September 24, 1998 - ------------------------ William E. Conway, Jr. * Director September 24, 1998 - ------------------------- Earle C. Williams /s/ Admiral James D. Watkins Director September 24, 1998 - ------------------------- Admiral James D. Watkins Director September 24, 1998 /s/ George V. McGowan - ------------------------- George V. McGowan /s/ J.A. "Fred" Brothers Director September 24, 1998 - ------------------------- J.A. "Fred" Brothers *By: /s/ Robert F. Shawver --------------------- Robert F. Shawver Attorney-In-Fact EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of the securities being registered 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1) Exhibit 5.1 PIPER & MARBURY L.L.P. CHARLES CENTER SOUTH 36 SOUTH CHARLES STREET BALTIMORE, MARYLAND 21201-3010 410-539-2530 FAX: 410-539-0489 September 24, 1998 GTS Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046 Ladies and Gentlemen: We have acted as counsel to GTS Duratek, Inc., a Delaware corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File Number 33-60075) (the "Registration Statement") registering 1,000,000 shares of Common Stock, par value $.01 per share (the "Shares"), issuable pursuant to the exercise of stock options granted under the Amended and Restated 1984 Stock Option Plan of GTS Duratek, Inc. (the "Plan"). We have examined copies of the Company's Amended and Restated Certificate of Incorporation, By-Laws, the Plan, all resolutions adopted by the Company's Board of Directors relating to the above and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for this opinion. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. Based upon the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and upon issuance and delivery thereof as contemplated in the Registration Statement and by the Plan, will be, under the general corporation law of the State of Delaware, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Piper & Marbury L.L.P. EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-60075) of GTS Duratek, Inc. of our report dated March 11, 1998 with respect to the consolidated financial statements of GTS Duratek, Inc. and subsidiaries included in its Annual Report on Form 10-K for the year ended December 31, 1997 incorporated herein by reference. /s/ KPMG PEAT MARWICK LLP Baltimore, Maryland September 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----