As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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URS CORPORATION
(Exact name of registrant as specified in its charter)
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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 94111-4529
(415) 774-2700
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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URS Corporation
Employee Stock Purchase Plan
(Full title of the plan)
Kent P. Ainsworth
Executive Vice President, Chief Financial Officer,
Principal Accounting Officer and Secretary
URS Corporation
100 California Street, Suite 500
San Francisco, California 94111-4529
(415) 774-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of offering aggregate Amount of
securities to be registered Amount to be registered price per share (1) offering price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value 250,000 shares $10.4375 $2,609,375 $790.72
$.01 per share
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Options to purchase 250,000 shares N/A N/A N/A
Common Stock
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<FN>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h)(1). The above calculation is based on
the average of the reported high and low prices of the Common Shares on
the New York Stock Exchange on March 21, 1997.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended October
31, 1996;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since October 31, 1996; and
(c) The description of the Company's Common 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 subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be
incorporated by referenced 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).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 of the Delaware Law.
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.
II-1.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Exhibit
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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)
24 Powers of Attorney of the Company's directors and
officers (see Part II, page 5)
99 Employee Stock Purchase Plan, as amended and
restated effective July 1, 1997 (1)
- ---------------------
(1) Filed as Appendix A to the Company's definitive proxy statement for its
1997 Annual Meeting of Stockholders, filed with the Commission on
February 13, 1997 and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, 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 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 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
II-2.
<PAGE>
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 that time shall be
deemed to be the initial bona fide offering thereof.
(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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
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-8 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
March 25, 1997.
URS Corporation
By /s/MARTIN M. KOFFEL
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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 25, 1997
- ------------------------------ Executive Officer, President
Martin M. Koffel and Director (Principal
Executive Officer)
/s/KENT P. AINSWORTH Executive Vice President, March 25, 1997
- ------------------------------ Chief Financial Officer,
Kent P. Ainsworth Principal Accounting Officer
and Secretary
/s/IRWIN L. ROSENSTEIN Vice President and Director March 25, 1997
- ------------------------------
Irwin L. Rosenstein
/s/RICHARD C. BLUM Director March 25, 1997
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Richard C. Blum
Director March 25, 1997
- ------------------------------
Emmet J. Cashin, Jr.
/s/ROBERT L. COSTELLO Director March 25, 1997
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Robert L. Costello
/s/ARMEN DER MARDEROSIAN Director March 25, 1997
- ------------------------------
Armen Der Marderosian
/s/ADM. S. ROBERT FOLEY, JR. Director March 25, 1997
- ------------------------------
Adm. S. Robert Foley, Jr.
II-5.
<PAGE>
Signature Title Date
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/s/ROBERT D. GLYNN, JR. Director March 25, 1997
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Robert D. Glynn, Jr.
/s/SENATOR J. BENNETT JOHNSTON Director March 25, 1997
- ------------------------------
Senator J. Bennett Johnston
/s/RICHARD B. MADDEN Director March 25, 1997
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Richard B. Madden
/s/RICHARD Q. PRAEGER Director March 25, 1997
- ------------------------------
Richard Q. Praeger
/s/WILLIAM D. WALSH Director March 25, 1997
- ------------------------------
William D. Walsh
II-6.
<PAGE>
EXHIBIT INDEX
Sequential
Number Exhibit Page No.
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5 Opinion of Cooley Godward LLP 9
23.1 Consent of Coopers & Lybrand L.L.P. 10
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)
99 Employee Stock Purchase Plan, as amended
and restated effective July 1, 1997 (1)
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(1) Filed as Appendix A to the Company's definitive proxy statement for its
1997 Annual Meeting of Stockholders, filed with the Commission on
February 13, 1997 and incorporated herein by reference.
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
Denver, CO
http://www.cooley.com 303 606-4800
March 26, 1997
URS Corporation
100 California Street, 5th Floor
San Francisco, CA 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-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to an additional 250,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its Employee
Stock Purchase Plan, as amended and restated effective July 1, 1997 (the
"Plan").
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, when sold and issued in accordance with the Plan, the
Registration Statement and related prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
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
Coopers & Lybrand L.L.P.
Coopers
& Lybrand
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
URS Corporation on:
Form S-8 for 750,000 shares related to the 1991 Stock Incentive Plan, filed
March 27, 1997;
Form S-8 for 250,000 shares related to the Employee Stock Purchase Plan,
filed March 27, 1997; and
Form S-8 for 55,000 shares related to the Non-executive Directors Stock
Grant Plan, filed March 27, 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
March 25, 1997
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association.
