-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eBtOSBYJFJ8W6XraXT95T63VYTaXf3vAAnbKn5lPr/MSxRgWBM+IIgJymMcqb3UF cizveHMXmFQiN26+Y9lYaw== 0000928385-95-000174.txt : 199506290000928385-95-000174.hdr.sgml : 19950629 ACCESSION NUMBER: 0000928385-95-000174 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60661 FILM NUMBER: 95550207 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 28, 1995 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 ================================================================================ ICF KAISER INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) Delaware 54-1437073 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9300 Lee Highway Fairfax, Virginia 22031-1207 (Address of Principal Executive Offices, including Zip Code) ICF KAISER INTERNATIONAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN (Full title of the plan) Paul Weeks, II, Esq. Senior Vice President, General Counsel and Secretary ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway, Fairfax, Virginia 22031-1207 (703) 934-3600 (Name, address, and telephone number of agent for service)
============================================================================================================================== Calculation of Registration Fee ============================================================================================================================== Title of Securities Amount to be Proposed maximum Proposed maximum Amount of to be Registered Registered offering price aggregate offering Registration fee per share price ============================================================================================================================== Common Stock 2,209,531 shares* $4.375 per share** $9,666,698.13 $3,333.34 ============================================================================================================================== Preferred Stock *** N/A N/A N/A Purchase Rights ==============================================================================================================================
* This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to adjustments deemed necessary or equitable by the Board of Directors of the Registrant upon stock splits, stock dividends, or other similar changes in capitalization. ** Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h), based on the average of the high and low sales prices for the Common Stock on June 23, 1995, as reported on the New York Stock Exchange Composite Tape. *** Each share of Common Stock issued by the Registrant has one associated non- detachable Preferred Stock Purchase Right. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have been filed previously with the Securities and Exchange Commission (the "Commission") by ICF Kaiser International, Inc. (the "Company" or the "Registrant") (Commission File No. 1- 12248) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1995; (b) The "Description of Capital Stock" section in the Company's Registration Statement on Form S-1 (Reg. No. 33-51677) filed with the Commission on December 23, 1993. All documents filed with the Commission subsequent to the date of this Registration Statement 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 remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of the Company, has passed on the legality of the Common Stock offered hereby for the Company. As of June 23, 1995, Mr. Weeks owned 34,626 shares of the Company's Common Stock (6,088 of which are held by the Company's Employee Stock Ownership Plan and allocated to his account and 863 of which are in his directed investment account under the Company's Retirement Plan). Mr. Weeks has been granted options under the Company's Stock Incentive Plan for 11,667 shares of Common Stock, of which options for 9,667 shares were exercisable as of or within 60 days of June 23, 1995. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS Under the Delaware General Corporation Law ("Delaware Law"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action by reason of the person's past or present service as a director, officer, employee, or agent of the corporation or of the person's past or present service, at the corporation's request, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Under the Delaware Law, a corporation may indemnify such persons against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement that are actually and reasonably incurred by that person in connection with such action. The Delaware Law provides, however, that such person must have acted in good faith and in a manner that such person reasonably believed to be in (or not opposed to) the corporation's best interests. In respect of any criminal -1- action or proceeding, an indemnifiable person must have no reasonable cause to believe such conduct to be unlawful. In addition, the Delaware Law permits no indemnification in any action by or in the right of the corporation where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in spite of liability adjudication. The sections of the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws relating to indemnification of directors and officers provide for mandatory indemnification of directors and officers on generally the same terms as permitted by the Delaware Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits listed below are listed according to the number assigned in the table in Item 601 of Regulation S-K. Exhibit No. Description of Exhibit - ----------- ---------------------- 5(a) Opinion of Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of the Company, as to the legality of the securities to which this registration statement relates 5(b) Neither an opinion of counsel concerning compliance with the requirements of ERISA nor an Internal Revenue Service determination that the registrant's Employee Stock Ownership Plan (the "Plan") is qualified under Section 401 of the Internal Revenue Code is filed herewith. The registrant has submitted the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. 23(a) Consent of Coopers & Lybrand L.L.P. 23(b) Consent of Paul Weeks, II [contained in Exhibit 5(a)] 24 Powers of Attorney (included on the signatures pages of this Registration Statement) 99(a) Trust Agreement for ICF Kaiser Incorporated Employee Stock Ownership Plan (adopted by ICF Kaiser International, Inc. Board of Directors in October 1987) (incorporated by reference to Exhibit No. 10(c) to Quarterly Report on Form 10-Q for the third quarter of fiscal 1992 filed with the Commission on January 14, 1992) 99(b) ICF Kaiser International, Inc. Employee Stock Ownership Plan (as amended and restated as of March 1, 1993) (and further amended with respect to name change only as of June 26, 1993) (incorporated by reference to Exhibit No. 10(c) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)for the second quarter of fiscal 1994 filed with the Commission on October 15, 1993) 1. Amendment No. 1 dated April 24, 1995 (incorporated by reference to Exhibit No. 10(l)(1) to the Registrant's Annual Report on Form 10- K for the fiscal year ended February 28, 1995, filed with the SEC on May 23, 1995) -2- ITEM 9. UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K) (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 the undertakings set forth in paragraphs (1)(i) and - -------- ------- (1)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by reference in this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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 15(d) of the Securities Exchange Act of 1934 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. (h) 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 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. -3- 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 County of Fairfax, the Commonwealth of Virginia, on the date indicated below. ICF KAISER INTERNATIONAL, INC. (Registrant) Date: June 23, 1995 By /s/ James O. Edwards ---------------------- James O. Edwards, Chairman and Chief Executive Officer - -------------------------------------------------------------------------------- POWER OF ATTORNEY Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas, Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway, and each of them severally, his or her true and lawful attorneys to execute (in the name of and on behalf of and as attorneys for the undersigned) this Registration Statement on Form S-8 and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection with, the Securities and Exchange Commission. - -------------------------------------------------------------------------------- PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED . (1) Principal executive officer Date: June 23, 1995 By /s/ James O. Edwards ---------------------------- James O. Edwards, Chairman and Chief Executive Officer (2) Principal financial and accounting officer Date: June 23, 1995 By /s/ Richard K. Nason ------------------------ Richard K. Nason, Executive Vice President and Chief Financial Officer -4- - -------------------------------------------------------------------------------- POWER OF ATTORNEY Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas, Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway, and each of them severally, his or her true and lawful attorneys to execute (in the name of and on behalf of and as attorneys for the undersigned) this Registration Statement on Form S-8 and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection with, the Securities and Exchange Commission. - -------------------------------------------------------------------------------- (3) Board of Directors Date: June 23, 1995 By /s/ Gian Andrea Botta -------------------------- Gian Andrea Botta, Director Date: June 23, 1995 By /s/ Tony Coelho ----------------------- Tony Coelho, Director Date: June 23, 1995 By /s/ James O. Edwards --------------------------- James O. Edwards, Director Date: June 23, 1995 By /s/ Frederic V. Malek -------------------------- Frederic V. Malek, Director Date: June 23, 1995 By ___________________ Rebecca P. Mark, Director Date: June 23, 1995 By /s/ Richard K. Nason -------------------------- Richard K. Nason, Director Date: June 23, 1995 By /s/ Robert W. Page, Sr. ---------------------------- Robert W. Page, Sr. Director Date: June 23, 1995 By /s/ Marc Tipermas ------------------------- Marc Tipermas, Director -5- EX-5.A 2 EXHIBIT 5A Exhibit No. 5(a) ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031 June 28, 1995 ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031 Re: ICF Kaiser International, Inc. Employee Stock Ownership Plan ------------------------------------------------------------ Gentlemen: Referring to the Registration Statement on Form S-8 which ICF Kaiser International, Inc. (the "Company") has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering pursuant to the ICF Kaiser International, Inc. Employee Stock Ownership Plan (the "Plan") of up to 2,209,531 shares of the Company's Common Stock, I am of the opinion that: The shares of Common Stock which were issued by the Company pursuant to the Plan and are to be distributed to former employees of the Company have been duly and validly authorized by the Company and have been legally issued, and are fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit No. 5(a) to the Registration Statement referred to above and to the use of my name under the heading "Interests of Named Experts and Counsel." Very truly yours, /s/ Paul Weeks, II ---------------------- Paul Weeks, II Senior Vice President, General Counsel and Secretary EX-23.A 3 EXHIBIT 23A Exhibit No. 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of ICF Kaiser International, Inc. (the Company) on Form S-8 of our report dated April 28, 1995, on our audits of the consolidated financial statements and financial statement schedules of ICF Kaiser International, Inc. and Subsidiaries as of February 28, 1995 and 1994 and for the three years in the period ended February 28, 1995, which report is included in the Company's Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Washington, D.C. June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----