-----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, CVAUMXvuXhJnM7O0VCItaQhc3mQtZYeFOYh0c54DzYjy0HLbAGlkRWjwfrxr3ILw Kot3HweYIfghCuNDGLPw6A== 0000818968-98-000021.txt : 19981020 0000818968-98-000021.hdr.sgml : 19981020 ACCESSION NUMBER: 0000818968-98-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981019 EFFECTIVENESS DATE: 19981019 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDING LAWSON ASSOCIATES GROUP 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: SEC FILE NUMBER: 333-65865 FILM NUMBER: 98727603 BUSINESS ADDRESS: STREET 1: 7655 REDWOOD BLVD STREET 2: P O BOX 578 CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158920821 MAIL ADDRESS: STREET 1: 7655 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94945 FORMER COMPANY: FORMER CONFORMED NAME: HARDING ASSOCIATES INC DATE OF NAME CHANGE: 19920703 S-8 1 NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN As filed with the Securities and Exchange Commission on: October 19, 1998 Registration No. 33-___________ 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 of incorporation or Idenification No.) organization) 7655 Redwood Boulevard, Novato, California 94945 - ---------------------------------------------- ------- (Address of principal executive offices) (Zip Code) Non-Employee Director Compensation Stock Plan (Full title of the plan) Gregory A. Thornton 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, 200,000 $6.00 (1) $1,200,000.00 $354.00 $0.01 par value (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 October 9, 1998. 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, 1998 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); b. Quarterly Report on Form 10-Q for the quarter ended August 31, 1998; 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 EXHIBIT INDEX Exhibit No. Exhibit Name 5 Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin, a professional corporation 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 Non-employee Director Compensation Stock Plan 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 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. (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 19th day of October, 1998. HARDING LAWSON ASSOCIATES GROUP, INC. By /s/ Gregory A. Thornton Gregory A. Thornton President , Chief Executive Officer, and Chief Financial Officer Power of Attorney Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Gregory A. Thornton and Patricia A. England with full power to act without the other, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her 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/she 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/her 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/ Gregory A. Thornton President, Chief Executive Officer, 10-19-98 Gregory A. Thornton Chief Financial Officer and Treasurer (Principal Executive, Financial and Accounting Officer) /s/ Richard D. Puntillo Chairman of the Board of Directors 10-13-98 Richard D. Puntillo /s/ Richard S. Harding Director and Chairman Emeritus 10-13-98 Richard S. Harding /s/ Ross K. Anderson Director 10-16-98 Ross K. Anderson _____________________ Director ______________ James M. Edgar /s/ Stuart F. Platt Director 10-16-98 Stuart F. Platt /s/ Donald K. Stager Director 10-15-98 Donald K. Stager EXHIBIT INDEX Exhibit No. Exhibit Name 5 Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin, a professional corporation 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 Non-employee Director Compensation Stock Plan EX-5 2 OPINION OF COUNSEL Exhibit No. 5 October 16, 1998 Harding Lawson Associates Group, Inc. 7655 Redwood Boulevard Novato, California 94945 Ladies and Gentlemen: You have requested our opinion as counsel for Harding Lawson Associates Group, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, of 200,000 shares of Common Stock ("Stock") of the Company pursuant to the Company's Non-Employee Director Compensation Stock Plan ("Plan") approved by the Company's stockholders at the 1997 Annual Meeting. We have examined the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement"). We further have examined the certificate of incorporation, the By-Laws, the minutes of the Board of Directors and stockholders of the Company regarding approval of the Plan, a certificate of an officer of the Company and such other documents as we deemed pertinent as a basis for the opinion hereinafter expressed. In connection with this opinion we have assumed the following: (a) the authenticity of original documents and genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information contained in the certificates we have reviewed. As to matters of fact material to our opinions, we have relied on our review of the documents referred to above and on statements made to us by officers of the Company. We have not independently verified any factual matters or any assumptions made by us in this letter and disclaim any inference as to the reasonableness of any such assumption. Based on the foregoing examination, we are of the opinion that Stock sold pursuant to the Plan will when issued to the respective participants be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Daniel J. Winnike Daniel J. Winnike EX-23 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Non-Employee Director Compensation Stock Plan of Harding Lawson Associates Group, Inc. of our report dated July 3, 1998 with respect to the consolidated financial statements of Harding Lawson Associates Group, Inc. included in its Form 10-K for the year ended May 31, 1998, filed with the Securities and Exchange Commission. San Francisco, California October 15, 1998 EX-99 4 NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 HARDING LAWSON ASSOCIATES GROUP, INC. 200,000 Shares of Common Stock ($0.01 par value) M E M O R A N D U M April 27, 1997 NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN This memorandum relates to 200,000 shares of common stock, $0.01 par value (the "Shares") of Harding Lawson Associates Group, Inc., a Delaware corporation (the "Corporation"), which may be acquired by Non-Employee Directors of the Corporation under the Non-Employee Director Compensation Stock Plan (the "Stock Plan"). The Stock Plan was adopted by the Board of Directors and approved by the Corporation's stockholders in 1997. Participants in the Corporation's Non-qualified Deferred Compensation Plan (the "Deferred Compensation Plan") may elect each year to defer the receipt of any Shares that may be acquired by them under the Stock Plan in the following calendar year. For more information regarding the Stock Plan and the Deferred Compensation Plan and their administration, contact Ms. Patricia A. England, Vice President, Corporate Communications and Investor Relations, at the Corporation's principal executive offices located at 7655 Redwood Boulevard, P.O. Box 578, Novato, California 94948 (telephone: (415) 892-0821). General Information about the Stock Plan Purpose. The Stock Plan is intended to serve as an independent director incentive and to encourage stock ownership by Non-Employee Directors of the Corporation so that they may increase their proprietary interest in the success of the Corporation. The Stock Plan is intended to assist the Corporation in its efforts to attract and retain highly qualified Non-Employee Directors. Administration. The Stock Plan is administered by the Salary Deferral Committee which is appointed by the Board of Directors. The Directors are elected by the stockholders of the Corporation every three years. The members of the Board of Directors are divided into three classes, with the different classes staggered so that the term of one class will expire each year. Members of the Board may be removed in accordance with Delaware law. The Board of Directors has full and complete authority in its discretion to determine, among other things, the time or times at which, Shares may be acquired and the nature, timing, price and size of such acquisitions,. The Board of Directors has full and complete authority to interpret the Stock 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 Stock Plan. Participation in the Plan. Participation in the Stock Plan shall be limited to Non-Employee Directors. Election to Acquire Shares in Lieu of Cash Compensation. Non-Employee Directors shall make an election each December to receive all, or any portion of the compensation for the upcoming year in the form of stock. Such elections for the following year are irrevocable. Available Shares. The Corporation may issue up to 200,000 Shares under the Stock Plan, which may be authorized but unissued shares or treasury shares. In the event of changes in the number of shares of the Corporation's common stock by reason of stock dividends, split ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares and the like, the Board of Directors will make appropriate adjustments in the number and kind of shares reserved under the Stock Plan and in any other matters which relate to the stock awards and which are affected by the changes referred to above. Securities Law Considerations. The Corporation will not be obligated to issue any Shares 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 Corporation's common stock may be listed, have been fully met. As a condition precedent to any issuance of Shares and delivery of certificates evidencing Shares, the Board of Directors may require Non-Employee Directors to take such actions and to make such representations as the Board of Directors in its discretion deems necessary or advisable to insure compliance with such requirements. Non-Employee Directors 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 Shares issued pursuant to the Stock Plan. Amendment. The Board of Directors has the right at any time and from time to time to amend or modify the Stock Plan, except that (a) no such amendment or modification shall revoke or alter the terms of any stock award previously acquired, without the consent of the holder of the stock, and (b) to the extent required for the Stock Plan to comply or maintain compliance with Rule 16b-3 or any successor rule or regulation, such amendment or modification shall be subject to stockholder approval. Withholding Taxes. All taxes, if any, required to be withheld and payable with respect to the acquisition of Shares will be deducted from the Non-Employee Director's Compensation. If at any time such amounts are not adequate to cover taxes required to be withheld, the Non-Employee Director shall make adequate arrangement with the Corporation for the payment of the excess as a condition to the issuance of the Shares. Effectiveness of the Stock Plan. The Stock Plan became effective on January 1, 1997. Stockholders of the Corporation approved the Plan at the 1997 annual meeting of stockholders. The Stock Plan will terminate on January 1, 2007, unless sooner terminated by the Board. Applicable Laws. The Plan is not qualified under Section 401(a) of the Internal Revenue Code, as amended (the "Code"), and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. Stock Certificates. Unless a timely deferral election has been made in accordance with the Deferred Compensation Plan, each Non-Employee Director who elects to acquire Shares in the manner described above will be sent stock certificates registered in the Non-Employee Director's name and sent to the Non-Employee Director's address as it appears on the Corporation's records. If a Non-Employee Director has made a timely deferral election, a stock certificate for the number of Shares awarded to such Non-Employee Director will be issued in the name of the trustees of the trust established by the Corporation in connection with the Deferred Compensation Plan (the "Rabbi Trust") for the benefit of the Non-Employee Director. The Shares represented by certificates held by the Rabbi Trust will be distributed to the Non-Employee Director only in accordance with the terms of the Deferred Compensation Plan. Stockholders' Rights. All Shares issued pursuant to the Stock Plan will be entitled to full voting and dividend rights as of the date of issuance. No Right to Employment. An award of Shares does not create any obligation whatsoever on the part of the Corporation or any subsidiary to continue to employ any Non-Employee Director for any specific period and does not interfere with the right of the Corporation or any of its subsidiaries to end employment at any time. Deferral of Receipt of Shares Under the Deferred Compensation Plan If Non-Employee Directors who elect to acquire Shares under the Stock Plan also make a timely election to defer the receipt of Shares in accordance with the Deferred Compensation Plan, such Shares will be held by the trustees of the Rabbi Trust established in connection with the Deferred Compensation Plan on their behalf. Like all other assets held in the Rabbi Trust, the Shares will be subject to claims of the Corporation's creditors. Participants in the Deferred Compensation Plan will have only unsecured claims against the general assets of the Corporation. While the Shares are held in the Rabbi Trust, the participants on whose behalf the Shares are held will have the right to direct the trustees how to vote the Shares, however they will not have the right to direct the trustees to sell the Shares. The Non-Employee Directors who have elected to defer the receipt of Shares will bear the investment risk associated with the Shares from the date the Shares are acquired by the Rabbi Trust. A dollar amount equal to the value of the deferred Shares on the date the Shares were acquired (as determined by the Board of Directors) will be credited to the participant's "Stock Account" established as a bookkeeping account under the Deferred Compensation Plan. The balance in each "Stock Account" will be adjusted at such intervals as the persons administering the Deferred Compensation Plan may determine to reflect changes in the value of the deferred Shares. Any commissions or other charges related to the acquisition or holding of the deferred Shares will be charged to the participant's "Stock Account." The Shares (the value of which will equal the balance of the Stock Account) will be distributed to the participants on whose behalf the Shares were held in accordance with the terms of the Deferred Compensation Plan. Upon the death of a participant in the Deferred Compensation Plan, the distribution of Shares will be made to the participant's beneficiary at the same time the distribution would have been made to the participant, unless the Board of Directors determines that the distribution will be made at an earlier date. A participant in the Deferred Compensation Plan may file a written designation of beneficiary who will receive distributions under the Deferred Compensation Plan in the event of the participant's death. If no such designation has been made or if the designated beneficiaries are not living when distributions are to be made, then the spouse of the participant shall be the beneficiary, or if the spouse is not then living, the children of the deceased participant shall be the beneficiaries in equal shares, or if neither spouse nor children are then living, the estate of the deceased participant shall be the beneficiary. Federal Income Tax Rules The following tax discussion is only a brief summary of current federal income tax law. It is intended solely as general information and does not make specific representations to any participant. A taxpayer's particular situation may be such that some variation of the basic rules is applicable to him or her. In addition, the federal income tax laws and regulations have been revised frequently and may be changed again at any time in the future. A tax adviser should be consulted with respect to any foreign, state or local tax consequences of a transaction under the Stock Plan. Purchase and Award of Shares. Unless Shares awarded are subject to restrictions against transfer or are otherwise subject to a substantial risk of forfeiture, the participant is deemed to receive an amount of ordinary income equal to the excess of the fair market value of the Shares at the time the Shares are awarded over the amount paid for the Shares, if any, by the participant. The Corporation is entitled to a deduction equal to the amount of ordinary income recognized by the participant, except that amounts in excess of $1 million per year are not deductible in certain cases. Each participant's tax basis in such Shares will be equal to the amount paid for such Shares, if any, by the participant plus the amount of ordinary income recognized by the participant at the time of the award. Any gain or loss recognized on a subsequent sale or other disposition of such Shares by the participant will generally be characterized as a capital gain or loss. If the Shares awarded are subject to restrictions against transfer or are otherwise subject to a substantial risk of forfeiture (including a forfeiture resulting from short swing profit liability under Section 16(b) of the Securities Exchange Act of 1934), Internal Revenue Code section 83(b) permits a participant to elect, within 30 days after the transfer of such Shares to him or her, to be taxed at ordinary-income rates on the excess of the fair market value of the Shares at the time of the award over the amount paid by the participant for such Shares, if any. If the participant makes a section 83(b) election, any later appreciation in the value of the Shares is not taxed as compensation, but instead is taxed as capital gain when the Shares are sold or transferred. At the time a participant recognizes ordinary income as a result of making a section 83(b) election, the Corporation generally is entitled to a tax deduction equal to the amount of the participant's ordinary income. If a participant makes a section 83(b) election and the Shares are later forfeited, the participant will not be entitled to a tax deduction or a refund of the tax paid. Regardless of whether the Shares awarded are subject to restrictions against transfer or are otherwise subject to a substantial risk of forfeiture, the award of such Shares will have certain additional income, employment, and self-employment tax and withholding consequences. For participants who are employees of the Company, such Shares will be subject to income and employment tax withholding by the Company. For participants who are not employees of the Company, such Shares will not be subject to income or employment tax withholding requirements but will be subject to self-employment taxes. Deferral of Shares. If a participant makes a timely election to defer the receipt of an award of Shares, the Participant will not recognize ordinary income as described above until such time as the Shares are distributed to the participant in accordance with the Deferred Compensation Plan. The participant will recognize ordinary income equal to the excess of the fair market value of the Shares at the time of distribution over the amount paid for the Shares, if any, by the participant. Such income is subject to withholding taxes. The Corporation is entitled to a deduction equal to the amount of ordinary income recognized by the participant. For participants who are employees of the Company, such Shares will generally be subject to employment tax withholding requirements as of the time the services for which such Shares are awarded are performed, and will be subject to income tax withholding requirements at the time such Shares are distributed to the participant. For participants who are not employees of the Company, such Shares will not be subject to income or employment withholding taxes, but will be subject to self-employment taxes at the time such Shares are distributed to the participant. Resales of Shares SEC Rule 144. Persons who are not deemed to be "affiliates" of the Corporation, as that term is defined in Rule 144 under the Securities Act, may generally resell, from time to time, any Shares they acquire under the Stock Plan. Persons who are affiliates of the Corporation may generally resell Shares acquired under the Stock Plan only (i) in accordance with the provisions of Rule 144 under the Securities Act (exclusive of the one-year holding period) or some other exemption from registration under the Securities Act, or (ii) pursuant to an effective Registration Statement on such form as may be applicable. Executive officers, directors or principal stockholders of the Corporation will generally be deemed to be affiliates of the Corporation under Rule 144. Participants who elect to defer the receipt of an award of Shares under the Deferred Compensation Plan may sell such Shares subject to the legal requirements described above but only after the Shares have been distributed to them under the terms of the Deferred Compensation Plan. Participants who are subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") will be deemed to have acquired Shares on the date the Shares are awarded, regardless of whether they have elected to defer the award of Shares under the Deferred Compensation Plan. Under the new version of Rule 16b-3 the award of Shares under the Stock Plan will be exempt if the participant does not sell or otherwise dispose of the Shares for six months after the date Shares were awarded. Incorporation of Certain Documents by Reference The following documents filed by the Corporation with the SEC are incorporated herein by reference: a. Annual Report on Form 10-K of the Corporation for the fiscal year ended May 31, 1998. b. Quarterly Report on Forms 10-Q for the fiscal quarter ended August 31, 1998. c. The description of the Corporation's Common Stock contained in the registration statement on Form 10 for such Common Stock filed on August 29, 1987, under Section 12 of the Exchange Act. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 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 then remaining unsold, shall be deemed to be incorporated by reference in this memorandum, and to be a part hereof from the date of filing of such documents. Upon written or oral request, the Corporation will provide without charge to each person to whom this memorandum has been delivered a copy of any or all of the documents which have been incorporated by reference in this memorandum (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information that this memorandum incorporates) and copies of all reports, proxy statements and other communications distributed to its security holders generally. Requests for such information should be directed to: Ms. Patricia A. England, Vice President, Corporate Communications and Investor Relations, at the Corporation's principal executive offices located at 7655 Redwood Boulevard, P.O. Box 578, Novato, California 94948 (telephone: (415) 892-0821). -----END PRIVACY-ENHANCED MESSAGE-----