As filed with the Securities and Exchange Commission on April 15, 1997
Registration No. 333-[ ]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
URS Corporation
(Exact name of registrant as specified in its charter)
----------
Delaware 94-1381538
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 California Street, Suite 500
San Francisco, California 94111
(415) 774-2700
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
---------------
Kent P. Ainsworth
Executive Vice President, Chief Financial Officer,
Principal Accounting Officer and Secretary
100 California Street, Suite 500
San Francisco, California 94111
(415) 774-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
(415) 693-2000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of offering aggregate Amount of
securities to be registered Amount to be registered price per unit (1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 3,658,260 shares $9.875 $36,125,317.50 $10,947.07
$.01 per share
- -------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933 based upon the
average of the reported high and low prices of the Common Stock on the
New York Stock Exchange on April 10, 1997.
</FN>
</TABLE>
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
URS CORPORATION
FORM S-3 REGISTRATION STATEMENT
CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K
FOR THE RESALE PROSPECTUS CONSTITUTING PART I HEREIN
Item Number and Description in
Part I of Form S-3 Caption in Prospectus
- ------------------------------- ------------------------------------
1. Forepart of the Registration Outside Front Cover Page
Statement and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover Available Information; Incorporation
Pages of Prospectus of Certain Documents by Reference;
Table of Contents
3. Summary Information Not Applicable
Risk Factors Risk Factors
Ratio of Earnings to Fixed Charges Not Applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution;
Outside Front Cover Page
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Not Applicable
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain Documents
by Reference by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities.
<PAGE>
PART I
PROSPECTUS
3,658,260 Shares
URS
CORPORATION
Common Stock
This Prospectus relates to the possible resale by certain
Selling Stockholders (as defined below) from time-to-time of 3,658,260 shares of
the Common Stock, par value $.01 per share (the "Shares"), of URS Corporation, a
Delaware corporation (the "Company"). The Shares are listed on the New York
Stock Exchange and the Pacific Exchange under the symbol "URS."
The Shares may be offered from time to time for the account of
holders named herein or any of their partners or affiliates to whom such Shares
may subsequently be transferred or distributed (the "Selling Stockholders").
Some of the Selling Stockholders may be deemed to be affiliates of the Company
at the time such shares are offered or sold by them. See "Selling Stockholders".
The Company anticipates that if and to the extent any of the Selling
Stockholders elect to resell any of the Shares, such Shares would be offered and
sold by the Selling Stockholders from time to time in transactions on the New
York Stock Exchange, Inc. ("NYSE"), the Pacific Exchange, Inc. ("PE") and any
other exchange on which the Company's Common Stock is traded, in negotiated
transactions or otherwise, or a combination of such methods of sale, at the then
current market prices, at prices related to the then current market prices or at
negotiated prices. The Selling Stockholders and any broker-dealers, agents or
underwriters that participate with the Selling Stockholders in the distribution
of the Shares might be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event any
discounts, concessions, or commissions received by them, or any profit on
resales of the Shares by them, may be deemed to be underwriting commissions or
discounts under the Securities Act. All proceeds from any sales of the Shares by
the Selling Stockholders will inure to the benefit of the Selling Stockholders.
The Company will receive none of the proceeds from any sales of Shares by the
Selling Stockholders.
--------------------
Prospective investors should review and consider
carefully the discussion under "Risk Factors".
--------------------
No underwriter is being utilized in connection with this
offering. The costs of registering the Shares under the Securities Act are to be
borne by the Company.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is April 15, 1997
I-1.
<PAGE>
NO DEALER, SALESPERSON OR OTHER UNDERWRITER IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
REFERRED TO HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES REGISTERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and the Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the World Wide Web site is
http://www.sec.gov. The Shares are listed on the NYSE and the PE. Reports, proxy
and information statements and other information concerning the Company also may
be inspected at the office of the NYSE, 11 Wall Street, New York, New York,
10005, and at the office of the PE, 301 Pine Street, San Francisco, California
94104.
The Company has filed with the Commission a registration
statement (herein, together with all amendments and exhibits referred to as the
"Registration Statement") under the Securities Act, with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is hereby made
to the Registration Statement. Statements contained in this Prospectus
concerning the provisions of any documents referred to are not necessarily
complete, and each such statement is qualified in its entirety by reference to
the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company
with the Commission (File No. 1-7567), are hereby incorporated by reference in
this Prospectus:
I-2.
<PAGE>
(1) The Company's Annual Report on Form 10-K for the year
ended October 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended January 31,
1997;
(3) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since October 31, 1996; and
(4) The description of the Shares contained in the
Company's registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the effective date of the
Registration Statement and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing (except that no document shall be deemed to be
incorporated by reference if filed after the filing of a post-effective
amendment which deregisters securities then remaining unsold). 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
Prospectus to the extent that a statement contained herein, therein or in any
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein or therein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
Copies of the above documents (other than exhibits) may be
obtained without charge upon written or oral request directed to the Stockholder
Relations Department at the Company's principal executive offices at 100
California Street, Suite 500, San Francisco, California, 94111-4529, telephone
(415) 774-2700.
This Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. Factors that might cause such a difference include, but are not
limited to, those discussed elsewhere in this Prospectus and those incorporated
by reference from the Company's Form 10-K for the fiscal year ended October 31,
1996 filed with the Commission.
THE COMPANY
The Company is a Delaware corporation originally incorporated
in 1957. From November 1987 until February 21, 1990, the Company was known as
"Thortec International, Inc." Its principal offices are located at 100
California Street, Suite 500, San Francisco, California 94111-4529 and its
telephone number is (415) 774-2700.
The Company offers a broad range of planning, design and
program and construction management services to the engineering and
architectural services industry. The Company serves public and private sector
clients nationwide in two principal markets: infrastructure projects involving
transportation systems, institutional and commercial facilities and water
resources, and environmental projects involving hazardous waste management and
pollution control.
I-3.
<PAGE>
RISK FACTORS
In addition to the other information included or incorporated
by reference in this Prospectus, the following factors should be considered
carefully by prospective investors in evaluating the Company and its business
before making an investment.
Dependence Upon Government Programs and Contracts
The Company derives a substantial portion of its revenues from
local, state and Federal government agencies. The demand for the Company's
services is directly related to the level of funding of government programs that
are created in response to public concern with rebuilding and expanding the
nation's infrastructure and addressing various environmental problems. The
Company believes that the success and further development of its business is
dependent, in significant part, upon the continued existence and funding of such
programs and upon the Company's ability to participate in such programs. There
can be no assurance that public pressure for such programs will continue, that
governments will have the available resources to fund such programs (especially
in light of the severe budget constraints currently existing at all levels of
government), that such programs will continue to be funded even if governments
have available financial resources, or that the Company will continue to be
awarded contracts under such programs. A substantial portion of the Company's
current and anticipated work is related to government contracts. Some of these
contracts are subject to renewal or extension annually, so continued work by the
Company under these contracts in future periods is not assured. In addition,
contracts with government agencies are subject to termination for convenience of
the agency and contracts with government agencies that have adopted Federal
Acquisition Regulations are subject to an audit of actual costs incurred and
provide for upward or downward adjustment of payments if audited costs differ
from billed costs.
Pricing Risks
The Company's services are billed on either a "cost-plus" or a
"fixed-price" basis. Under cost-plus contracts, the rates for the Company's
direct and indirect costs are negotiated and fixed before work commences. Under
fixed-price contracts, the entire contract price is fixed before work commences.
Frequently, the Company submits proposals on extremely complex projects that
will be performed over the course of several years, making the accurate
forecasting of costs very difficult. In the past, the Company experienced low
profit margins or losses on a significant portion of both its cost-plus and
fixed-price contracts because overhead and general and administrative costs were
excessive and could not be factored into contract proposals. The Company has
reduced its overhead and general and administrative costs. However, to the
extent the Company does not control overhead, general and administrative and
other costs, or underestimates such costs, the Company may have low profit
margins, or may incur losses.
Environmental and Professional Liability Exposure;
Adequacy of Insurance Coverage
A significant part of the Company's business involves the
planning, design and program and construction management of a wide variety of
complex projects. If problems develop with these projects, either while under
construction or after they have been completed, claims may be made against the
Company alleging breach of contract or negligence in the performance of its
professional services. In addition, the Company's professional services involve
the planning, design and program and construction management of waste management
and pollution control facilities. Federal laws, such as the Resource
I-4.
<PAGE>
Conservation and Recovery Act of 1976 ("RCRA") and the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), and
various state and local laws, strictly regulate the handling, removal, treatment
and transportation of toxic and hazardous substances and impose liability for
environmental contamination caused by such substances. Moreover, so-called
"toxic tort" litigation has increased markedly in recent years as those injured
by hazardous substances seek recovery for personal injuries or property damage
under common law theories. While the Company does not directly handle, remove,
treat or transport toxic or hazardous substances, some of the Company's
contracts require the Company to design systems for those functions or to
subcontract for or supervise such work. As a consequence, the Company may be
exposed to claims for damages caused by environmental contamination arising from
projects on which the Company has worked. The Company currently maintains an
insurance program which includes self-insurance coverage for primary
professional liability and errors and omissions ("E&O") claims and environmental
impairment liability claims, excess E&O coverage, and both primary and excess
comprehensive general liability insurance coverage, all up to specified coverage
limits and with a variety of standard exclusions. While the Company believes
that its insurance program currently is adequate, there can be no assurance that
the Company can maintain its existing insurance coverage, that insurance
coverage will be available under the Company's existing or previous insurance
programs with respect to claims made against the Company, or that claims will
not exceed the amount of any insurance coverage which is available.
Attraction and Retention of Qualified Professionals
The Company's ability to retain and expand its staff of
qualified technical professionals will be an important factor in determining the
Company's future success. There is from time to time a shortage of qualified
technical professionals in various fields. The market for engineering and
environmental professionals is competitive and there can be no assurance that
the Company will continue to be successful in its efforts to attract and retain
such professionals. In addition, the Company relies heavily upon the experience
and ability of its senior executive staff and the loss of a significant portion
of such individuals could have a material adverse effect on the Company.
Principal Stockholders and Shares Eligible for Future Sale
Upon the completion of this offering, the Company will have
10,501,150 shares of its Common Stock outstanding (assuming no exercise of
options after March 25, 1997). Richard C. Blum & Associates, Inc. ("RCBA Inc."),
is the sole general partner of Richard C. Blum & Associates, L.P. ("RCBA L.P."),
which is, in turn, the sole general partner of BK Capital Partners I, L.P., BK
Capital Partners II, L.P., BK Capital Partners III, L.P. and BK Capital Partners
IV, L.P., and the investment advisor to The Common Fund. Accordingly, as of the
date of this Prospectus, RCBA Inc. has voting and dispositive control with
respect to an aggregate of 2,933,888 shares of Common Stock, or approximately
28% of the outstanding shares of Common Stock. Richard C. Blum, Vice Chairman of
the Board of Directors of the Company, is the majority shareholder of RCBA Inc.
and directly owns 8,833 shares of Common Stock, is the beneficiary of a Keogh
Plan which holds 2,454 shares of Common Stock, and holds options to purchase
10,000 shares of Common Stock, all of which are currently exercisable. The
Company's lender, Wells Fargo Bank, N.A., holds an aggregate of 724,372 shares
of Common Stock, or approximately 7% of the outstanding shares of Common Stock.
In addition, several institutional investors, Heartland
Advisors, Inc., Dimensional Fund Advisors, Inc. and FMR Corp., hold an aggregate
of 3,245,761 shares of Common Stock, or approximately 31% of the outstanding
shares of Common Stock.
I-5.
<PAGE>
Accordingly, 3,597,129 shares of Common Stock are held by
stockholders other than the Selling Stockholders and such institutional
investors. Such shares are freely tradable without restriction under the
Securities Act unless held by "affiliates" of the Company, as that term is
defined in Rule 144 under the Securities Act. The 3,658,260 shares of Common
Stock offered hereby also will not be "restricted securities" under the
Securities Act. Sales of the Shares in the public market after this offering
could materially adversely affect the market price of the Company's Common
Stock. A significant decline in the price of the Company's Common Stock due to
these or other factors might make it more difficult for the Company to sell
equity securities or equity-related securities in the future at a time and price
that the Company deems appropriate.
Volatility; Market for the Shares
The Shares are listed for trading on the NYSE and the PE. The
Shares have been thinly traded, which may have caused substantial fluctuations
in the market price of the Shares. Fluctuations in quarterly financial results
and general economic conditions such as recessions or high interest rates may
also cause the market price of the Shares to fluctuate substantially.
Competition
The architectural and engineering services industry is highly
fragmented and very competitive. As a result, in each specific market area, the
Company competes with many engineering and consulting firms, several of which
are substantially larger than the Company and which possess greater financial
resources. Competition is based upon reputation, quality of service, price,
expertise and local presence.
USE OF PROCEEDS
If any of the Shares are resold by the Selling Stockholders,
the Company would receive no proceeds from any such sale. The Shares would be
offered for the respective accounts of the Selling Stockholders and all proceeds
from such sales would inure to the benefit of the Selling Stockholders.
I-6.
<PAGE>
SELLING STOCKHOLDERS
<TABLE>
The following table sets forth certain information regarding
the Selling Stockholders as of March 25, 1997.
<CAPTION>
Shares to be
No. of Beneficially Owned
Name of Shares after Sale
Beneficial Beneficially Shares to -----------------
Owner Owned be Sold Number Percent (1)
- ----- ------------ --------- ------ -----------
<S> <C> <C> <C> <C>
Wells Fargo Bank, N.A. (2) 724,372 724,372 0 *
BK Capital Partners I, L.P. (3) 508,265 508,265 0 *
BK Capital Partners II, L.P. (3) 521,415 521,415 0 *
BK Capital Partners III, L.P. (3) 364,037 364,037 0 *
BK Capital Partners IV, L.P. (3) 461,195 461,195 0 *
Richard C. Blum & Associates, L.P. (4) 996 996 0 *
The Common Fund (4)(5) 1,077,980 1,077,980 0 *
<FN>
- ------------
(1) Based upon 10,501,150 shares of Common Stock outstanding as of March 25,
1997. Percentages shown after sale are based upon all shares registered
hereunder being sold. Asterisks denote ownership of less than one
percent.
(2) Currently the lender for the Company. See "Risk Factors - Principal
Stockholders and Shares Eligible for Resale."
(3) RCBA, L.P. is the sole general partner of each of these entities. Richard
C. Blum, Vice Chairman of the Board of Directors of the Company, is the
majority shareholder of RCBA Inc., which is the sole general partner of
RCBA L.P. See "Risk Factors - Principal Stockholders and Shares Eligible
for Resale."
(4) Richard C. Blum, Vice Chairman of the Board of Directors of the Company,
is the majority shareholder of RCBA Inc., which is the sole general
partner of RCBA L.P. See "Risk Factors - Principal Stockholders and
Shares Eligible for Resale."
(5) RCBA, L.P. serves as an investment advisor to The Common Fund. See "Risk
Factors - Principal Stockholders and Shares Eligible for Resale."
</FN>
</TABLE>
While some of the Selling Stockholders listed above may be
deemed to be affiliates of the Company, neither the Company nor such Selling
Stockholders admit that the persons listed as Selling Stockholders are, in fact,
affiliates of the Company.
PLAN OF DISTRIBUTION
The Shares offered hereby are being offered directly by the
Selling Stockholders. The Company will receive no proceeds from the sale of any
of the Shares. The sale of the Shares may be effected by the Selling
Stockholders from time to time in transactions on the NYSE, the PE and any other
I-7.
<PAGE>
exchange on which the Company's Common Stock is traded, in negotiated
transactions or otherwise, or a combination of such methods of sale, at the then
current market prices, at prices related to the then current market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
I-8.
<PAGE>
TABLE OF CONTENTS
--------------------
Page
AVAILABLE INFORMATION....................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 2
THE COMPANY................................................................. 3
RISK FACTORS................................................................ 4
USE OF PROCEEDS............................................................. 6
SELLING STOCKHOLDERS........................................................ 7
PLAN OF DISTRIBUTION........................................................ 7
I-9.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
A summary of all expenses incurred by the Company in connection with
the issuance and distribution of the securities is as follows: legal fees,
$3,000; accounting fees, $1,000; and registration fees, $10,947.07. The costs of
registering the shares under the Securities Act are being borne solely by the
Company.
Item 15. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation contains a provision,
permitted by Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware Law"), eliminating the personal liability of a director to the Company
or its stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability (i) for breach of the director's duty of loyalty,
(ii) under Section 174 of the Delaware Law (concerning the illegal payment of
dividends by a corporation), (iii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or (iv) for
any transaction from which the director derived an improper personal benefit.
Section 145 of the Delaware Law permits, subject to certain conditions,
the indemnification of directors or officers of a Delaware corporation for
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or
officers. Article VI of the Company's By-laws generally provides that the
Company shall indemnify its officers and directors in accordance with the
provisions of Section 145.
A third-party insurance carrier has agreed to reimburse the Company for
losses resulting from certain liabilities for wrongful acts or matters claimed
against officers or directors by reason of their status as such, including
liabilities that may arise in connection with certain sales of securities by the
Company.
Item 16. Exhibits.
Number Exhibit
------ -----------------
4.1 Certificate of Incorporation of the Company, filed as Exhibit
3.1 to the Annual Report on Form 10-K for the fiscal year
ended October 31, 1991, filed with the Commission and
incorporated herein by reference
4.2 Bylaws of the Company, filed as Exhibit 3.2 to the Annual
Report on Form 10-K for the fiscal year ended October 31,
1996, filed with the Commission and incorporated herein by
reference
5 Opinion of Cooley Godward LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5)
II-1.
<PAGE>
24 Powers of Attorney of the Company's directors and officers
(see Part II, page 5)
Item 17. 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, as amended (the "Securities
Act") (unless the information required to be included in a
post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by
reference in this registration statement).
(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 (unless the information required to be included in a
post-effective amendment by this paragraph 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 this registration statement). Notwithstanding
the foregoing, any increase or decrease in the 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 Securities and Exchange Commission (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.
(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.
(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) 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 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 the time shall be deemed
to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security
II-2.
<PAGE>
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act; and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) 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 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.
II-3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, URS Corporation, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
this 31st day of March, 1997.
URS Corporation
By /s/MARTIN M. KOFFEL
-------------------------------------
Martin M. Koffel
Chairman of the Board, President and
Chief Executive Officer
II-4.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Martin M.
Koffel and Kent P. Ainsworth, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this registration statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact deems appropriate.
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 date indicated.
Signature Title Date
- ---------------------------- -------------------------------- --------------
/s/MARTIN M. KOFFEL Chairman of the Board, Chief March 31, 1997
- ---------------------------- Executive Officer, President and
Martin M. Koffel Director (Principal Executive
Officer)
/s/KENT P. AINSWORTH Executive Vice President, Chief March 31, 1997
- ---------------------------- Financial Officer, Principal
Kent P. Ainsworth Accounting Officer and Secretary
/s/IRWIN L. ROSENSTEIN Vice President and Director March 31, 1997
- ----------------------------
Irwin L. Rosenstein
/s/RICHARD C. BLUM Director March 31, 1997
- ----------------------------
Richard C. Blum
/s/EMMET J. CASHIN,Jr. Director March 31, 1997
- ----------------------------
Emmet J. Cashin, Jr.
/s/ROBERT L. COSTELLO Director March 31, 1997
- ----------------------------
Robert L. Costello
/s/ARMEN DER MARDEROSIAN Director March 31, 1997
- ----------------------------
Armen Der Marderosian
/s/ADM. S. ROBERT FOLEY, JR. Director March 31, 1997
- ----------------------------
Adm. S. Robert Foley, Jr.
II-5.
<PAGE>
Signature Title Date
- ---------------------------- -------------------------------- --------------
/s/ROBERT D. GLYNN, JR. Director March 31, 1997
- ----------------------------
Robert D. Glynn, Jr.
/s/SENATOR J. BENNETT Director March 31, 1997
- ----------------------------
JOHNSTON
- ----------------------------
Senator J. Bennett Johnston
/s/RICHARD B. MADDEN Director March 31, 1997
- ----------------------------
Richard B. Madden
/s/RICHARD Q. PRAEGER Director March 31, 1997
- ----------------------------
Richard Q. Praeger
/s/WILLIAM D. WALSH Director March 31, 1997
- ----------------------------
William D. Walsh
II-6.
<PAGE>
EXHIBIT INDEX
Sequential
Number Exhibit Page No.
- ------ ------------------- ----------
4.1 Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Annual Report on Form 10-K for the
fiscal year ended October 31, 1991, filed with the
Commission and incorporated herein by reference
4.2 Bylaws of the Company, filed as Exhibit 3.2 to the
Annual Report on Form 10-K for the fiscal year ended
October 31, 1996, filed with the Commission and
incorporated herein by reference
5 Opinion of Cooley Godward LLP 20
23.1 Consent of Coopers & Lybrand L.L.P. 21
23.2 Consent of Cooley Godward LLP (included in Exhibit 5)
24 Powers of Attorney of the Company's directors and
officers (see Part II, page 5)
II-7.
Cooley Godward LLP ATTORNEYS AT LAW Palo Alto, CA
415 843-5000
Menlo Park, CA
One Maritime Plaza 415 843-5000
20th Floor
San Francisco, CA San Diego, CA
94111-3580 619 550-6000
Main 415 693-2000
Fax 415 951-3699 Boulder, CO
303 546-4000
http://www.cooley.com
Denver, CO
303 606-4800
April 15, 1997
URS Corporation
100 California Street
5th Floor
San Francisco, California 94111
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by URS Corporation (the "Company") of a Registration Statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission covering the sale of up to 3,658,260 shares of the Company's Common
Stock, $.001 par value (the "Shares"), by Wells Fargo Bank, N.A., BK Capital
Partners I, L.P., a California limited partnership, BK Capital Partners II,
L.P., a California limited partnership, BK Capital Partners III, L.P, a
California limited partnership., BK Capital Partners IV, L.P., a California
limited partnership, Richard C. Blum & Associates, L.P., a California limited
partnership, and The Common Fund, an investment fund.
In connection with this opinion, we have examined the Registration Statement and
related prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/Samuel M. Livermore
------------------------------
Samuel M. Livermore
EXHIBIT 23.1
Coopers Coopers & Lybrand L.L.P
& Lybrand
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
URS Corporation on:
Form S-3 filed April 15, 1997, of our report dated December 17, 1996,
on our audits of the consolidated financial statements of URS
Corporation and its subsidiaries as of October 31, 1996 and 1995 and
for the years ended October 31, 1996, 1995 and 1994.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
April 15, 1997
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association.
