-----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, QFmcu4iUEDaX8BuNDaBvtEosXIrNJ6l//qzmqF2Bfy4jnz1pu75U1JqHYAPM+38R IzZs+KGbE70XB4R1fh0vaw== 0000818968-96-000009.txt : 19960607 0000818968-96-000009.hdr.sgml : 19960607 ACCESSION NUMBER: 0000818968-96-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960606 EFFECTIVENESS DATE: 19960625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDING ASSOCIATES INC CENTRAL INDEX KEY: 0000818968 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 680132062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05339 FILM NUMBER: 96577511 BUSINESS ADDRESS: STREET 1: 7655 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158920821 MAIL ADDRESS: STREET 1: 7655 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94945 S-8 1 1995 EXECUTIVE STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission on: June 6, 1996 Registration No. 333-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- HARDING LAWSON ASSOCIATES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 68-0132062 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 7655 Redwood Boulevard, Novato, California 94945 - ---------------------------------------------- ------- (Address of principal executive offices) (Zip Code) 1995 Executive Stock Incentive Plan (Full title of the plan) Donald L. Schreuder President and Chief Executive Officer Harding Lawson Associates Group, Inc., 7655 Redwood Boulevard, Novato, California 94945 (Name and address of agent for service) (415) 892-0821 (Telephone number, including area code, of agent for service of process) CALCULATION OF REGISTRATION FEE Title of Proposed Max. Proposed Max. Amount of Securities to Amount to Offering Price Aggregate Registra- be Registered be Registered Price per Share Price per Share tion Fee Common Stock, $.01 par value 200,000 $6.28125 (1) $1,256,250 $433.19 (1) Estimated solely for the purpose of determining the registration fee, computed in accordance with Rule 457(h) and Rule 457(c) on the basis of the average of the reported high and low prices for the Common Stock on The Nasdaq National Market on June 4, 1996. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8. PART II Item 3. Incorporation of Documents by Reference The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: a. Annual Report on Form 10-K for the fiscal year ended May 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); b. Quarterly Reports on Form 10-Q for the quarters ended August 31, 1995; November 30, 1995; and February 29, 1996; c. The description of the Registrant's Common Stock contained in the Registration Statement on Form 10 filed on August 29, 1987 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant 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 hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement, and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interest of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The Delaware General Corporation Law provides for the indemnification of officers and directors under certain conditions. The Restated Certificate of Incorporation and Bylaws of the Registrant permit indemnification of directors and officers to the maximum extent permitted by Delaware law. The Restated Certificate of Incorporation contains a provision which eliminates the personal liability of directors of the Registrant for monetary damages for certain breaches of fiduciary duty, as permitted by Section 102(b) (7) of the Delaware General Corporation Law. The Registrant has also entered into indemnification agreements with its executive officers and directors by which the Registrant has agreed to provide indemnification to them under certain circumstances. The Registrant has in effect director and officer liability insurance policies indemnifying the Registrant and the officers and directors of the Registrant and officers and directors of the Registrant's subsidiaries within specific limits for certain liabilities incurred by reason of their being or having been directors or officers. The Registrant pays the entire premium for these policies. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3)of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 section 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 of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 13(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Novato, California, on this 5th day of June, 1996. HARDING LAWSON ASSOCIATES GROUP, INC. By /s/ Donald L. Schreuder Donald L. Schreuder President and Chief Executive Officer Power of Attorney Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Donald L. Schreuder and Gregory A. Thornton and each of them, with full power to act without the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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 connection therewith, 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 or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 dates indicated. Signature Title Date /s/ Donald L. Schreuder President and Chief Executive Officer 6-5-96 Donald L. Schreuder (Principal Executive Officer) /s/ Gregory A. Thornton Vice President, Chief Financial 6-5-96 Gregory A. Thornton Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Richard D. Puntillo Chairman of the Board of Directors 5-28-96 Richard D. Puntillo /s/ Richard S. Harding Director and Chairman Emeritus 5-28-96 Richard S. Harding /s/ James M. Edgar Director 6-2-96 James M. Edgar /s/ Stuart F. Platt Director 6-4-96 Stuart F. Platt /s/ Barton W. Shackelford Director 6-3-96 Barton W. Shackelford EXHIBIT INDEX Exhibit No. Exhibit Name 5 Opinion of Counsel; Bronson, Bronson & McKinnon 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Counsel (See Exhibit 5) 24 Power of Attorney (see signature pages) 99 1995 Executive Stock Incentive Plan EX-5 2 BRONSON, BRONSON & MCKINNON OPINION May 31, 1996 Board of Directors Harding Lawson Associates Group, Inc. 7655 Redwood Boulevard Novato, California 94945 Re: 1995 Executive Stock Incentive Plan (the "Plan") Gentlemen: We refer to the Registration Statement on Form S-8 to be filed by Harding Lawson Associates Group, Inc., formerly Harding Associates, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 200,000 shares of the Company's common stock, $.01 par value (the "Shares"), issuable under the Plan. As counsel to the Company, we have examined such questions of law and such corporate records and other documents as we have considered necessary or appropriate for the purposes of this opinion. On the basis of the foregoing, we advise you that in our opinion the Shares have been duly and validly authorized and, when issued and sold in the manner contemplated by the Plan, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bronson, Bronson & McKinnon LLP EX-23 3 ERNST & YOUNG OPINION LETTER Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement (Form S-8) pertaining to the 1995 Executive Stock Incentive Plan of Harding Lawson Associates Group, Inc. and to the incorporation by reference therein of our report dated July 20, 1995, with respect to the consolidated financial statements of Harding Lawson Associates Group, Inc. included in its Annual Report (Form 10-K) for the year ended May 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Walnut Creek, California May 31, 1996 EX-99 4 1995 EXECUTIVE STOCK INCENTIVE PLAN 1995 EXECUTIVE STOCK INCENTIVE PLAN Section 1. Purpose This 1995 Executive Stock Incentive Plan (the "Plan") is intended as an employment incentive and to encourage stock ownership by certain key officers and employees (collectively, "Key Persons") of Harding Associates, Inc., a Delaware corporation and its wholly owned domestic subsidiaries (collectively, the "Company") so that they may increase their proprietary interest in the success of the Company. In this way, the Company will be assisted in its efforts to attract and retain highly qualified personnel and to further align the executives' interest with that of the Company's stockholders. Section 2. Administration (a) The Plan shall be administered by the Compensation Committee (the "Committee"), appointed by the Board of Directors from among the Directors, consisting of not less than three members, each of whom shall be a "disinterested person" within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission as in effect prior to May 1, 1991 ("Old Rule 16b-3"), and, effective upon the date when reliance on Old Rule 16b-3 is no longer permitted, each member of the Committee shall be a "disinterested person" within the meaning of Rule 16b-3, or such successor rule or regulation, as then in effect. (b) The Committee shall have full and complete authority in its discretion to determine, among other things, the Key Persons to whom, and the time or times at which, shares of the Company's common stock shall be awarded, the nature, timing, price and size of such awards, and whether the awards shall be made in lieu of regular compensation, bonus payments, or in addition thereto. The Committee shall have full and complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations pertaining to it, and to make all other determinations deemed necessary or desirable for the administration of the Plan. Section 3. Participation in the Plan (a) Participation in the Plan shall be limited to such Key Persons as shall from time to time be selected by the Committee. (b) In determining the Key Persons to whom shares of the Company's common stock shall be granted and the number of shares to be covered by each award, the Committee shall take into consideration current position, current salary, value of the services rendered and expected to be rendered to the Company, recommendations of senior management, and other relevant factors. (c) No member of the Board of Directors who is not also an officer or employee of the Company shall be eligible to participate in the Plan. Section 4. Common Stock Subject to the Plan (a) The total number of shares of the authorized common stock of the Company that may be issued pursuant to the Plan shall be 200,000 shares, and such shares shall be reserved for that purpose. The stock to be awarded pursuant to the Plan may be unissued shares or treasury shares. (b) In the event of changes in the number of shares of common stock of the Company by reason of stock dividends, split ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares and the like, the Board of Directors shall make such adjustments as shall be just and equitable in the number of kind of shares reserved for award to Key Persons under the Plan and in any other matters that relate to the stock awards and that are affected by the changes referred to above. Section 5. Securities Law Considerations Neither the Plan nor the Company shall be obligated to issue any shares of common stock pursuant to the Plan at any time unless and until all applicable requirements imposed by any federal and state securities and other laws, rules and regulations, by any regulatory agencies, or by any stock exchange upon which the common stock may be listed, have been fully met. As a condition precedent to any issuance of shares of common stock and delivery of certificates evidencing such shares pursuant to the Plan, the Committee may require a Key Person to take such action and to make any such representation as the Committee in its discretion deems necessary or advisable to insure compliance with such requirements. Key Persons are responsible for complying with all applicable federal and state securities and other laws, rules and regulations in connection with any offer, sale or other transfer of the shares of the common stock issued pursuant to the Plan or any interest therein. Section 6. Amendment The Board of Directors has the right at any time and from time to time to amend or modify the Plan, except that (a) no such amendment or modification shall revoke or alter the terms of any stock award previously awarded in accordance with the Plan, without the consent of the holder of the stock, and (b) to the extent required for the Plan to comply or maintain compliance with Old Rule 16b-3 or any successor rule or regulation, such amendment or modification shall be subject to stockholder approval. Section 7. Withholding Taxes All taxes, if any, required to be withheld and payable with respect to the award of stock will be deducted from the Key Person's salary. If at any time such amounts are not adequate to cover taxes required to be withheld, the participant shall make adequate and timely arrangement with the Company for the payment of the excess as a condition of such award. Section 8. Effectiveness of the Plan The Plan shall become effective on the date the stockholders of the Company approve the Plan by the affirmative votes of holders of a majority of the shares present in person or represented by proxy and entitled to vote at a duly held meeting of stockholders. The Plan will terminate ten (10) years after the effective date unless sooner terminated by the Board. -----END PRIVACY-ENHANCED MESSAGE-----