As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
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 94111-4529
(415) 774-2700
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
---------------------
URS Corporation
1991 Stock Incentive 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)
---------------------
Copies to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 750,000 shares $10.4375 $7,828,125 $2,372.16
$.01 per share
- ------------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock 750,000 shares N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
<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>
<TABLE>
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
<CAPTION>
Item Number and Description in
Part I of Form S-3 Caption in Prospectus
- ------------------------------- ---------------------
<S> <C>
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 of
Pages of Prospectus 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
Registered Not Applicable
10. Interests of Named Experts and
Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain Documents by
by Reference Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities.
</TABLE>
<PAGE>
PART I
PROSPECTUS
788,600 Shares
URS
CORPORATION
Common Stock
This Prospectus relates to the possible resale by certain Selling
Stockholders (as defined below) from time-to-time of 788,600 shares of the
Common Stock, par value $.01 per share (the "Shares"), of URS Corporation, a
Delaware corporation (the "Company"), issued upon the exercise of certain stock
options. The Shares are listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "URS."
The holders of Shares that may be resold pursuant to this
Prospectus are collectively referred to herein as the "Selling Stockholders". If
resold, the Shares would be offered for the respective accounts of the Selling
Stockholders. Any or all 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 in ordinary market
transactions, in sales pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or otherwise, either at the then current market
prices or in private transactions at such prices as may be obtainable. The
Selling Stockholders might be deemed to be "underwriters" within the meaning of
the Securities Act, in which event any discounts, concessions, or commissions
received by them, which are not expected to exceed those customary in the types
of transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Securities Act. 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 NOR HAS THE
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 March 27, 1997
I-1.
<PAGE>
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"). 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 Shares are listed on the New York Stock Exchange, Inc. ("NYSE") and the
Pacific Exchange, Inc. ("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.
No person 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 offerings 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.
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:
(1) The Company's Annual Report on Form 10-K for the year ended
October 31, 1996;
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since October 31, 1996; and
(3) 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 subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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).
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
I-2.
<PAGE>
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 SECURITIES AND EXCHANGE 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.
RISK FACTORS
In addition to the other information 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
I-3.
<PAGE>
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
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.
I-4.
<PAGE>
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
Richard C. Blum & Associates, Inc. ("RCBA Inc."), as the sole
general partner of Richard C. Blum & Associates, L.P. ("RCBA L.P."), which is,
in turn, the investment manager to certain entities managed or advised by RCBA
L.P., as of the date of this Prospectus, 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, owns 2,454 shares of Common
Stock held as beneficiary of a Keogh Plan and holds options to purchase 10,000
shares of Common Stock, all of which are currently exercisable. In additional,
the Company's lender, Wells Fargo Bank, N.A., and several institutional
investors, including Heartland Advisors, Inc., Dimensional Fund Advisors, Inc.
and FMR Corp., hold an aggregate of 3,970,133 shares of Common Stock, or
approximately 38% of the outstanding shares of Common Stock.
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.
I-5.
<PAGE>
<TABLE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
Selling Stockholders as of February 28, 1997.
<CAPTION>
Shares to be
No. of Beneficially Owned
Name of Shares after Sale (1)
Beneficial Beneficially Shares to
Owner Owned (1)(2) be Sold Number Percent (3)
- ----- ------------ --------- ------ -----------
<S> <C> <C> <C> <C>
Robert L. Costello (4)(5) 61,319 57,500 3,819 *
Martin M. Koffel (4)(5) 478,000 463,000 15,000 *
Irwin L. Rosenstein (4)(5)(6) 155,614 146,000 9,614 *
Kent P. Ainsworth (4) 114,300 106,800 7,500 *
Joseph Masters (4) 15,401 15,300 101 *
<FN>
- ------------
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all shares owned by such person.
(2) Shares shown in this column include shares of Common Stock currently
owned, shares of Common Stock issuable pursuant to presently exercisable
options, shares of Common Stock issuable pursuant to options which are
exercisable after the date of this Prospectus to October 2000, and
currently exercisable stock appreciation rights.
(3) Based upon 10,472,335 shares of Common Stock outstanding as of February
28, 1997 plus any shares of Common Stock under option of the particular
Selling Stockholder. Percentages shown after sale are based upon all
shares registered hereunder being sold. Asterisks denote ownership of
less than one percent.
(4) Either currently holds or has, within the past three years, held a
management position with the Company or its subsidiaries.
(5) Currently members of the Company's Board of Directors.
(6) Includes 500 shares jointly owned with Lillian Rosenstein.
</FN>
</TABLE>
While some or all 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
It is anticipated that one or more of the Selling Stockholders
may offer the Shares in the manner set forth on the cover page of this
Prospectus, from time-to-time, through broker-dealers or agents designated by
the Selling Stockholders. The costs of any such sales will be borne by the
Selling Stockholders. The costs of registering the Shares under the Securities
Act are being borne by the Company.
I-6.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
THE COMPANY............................................................... 3
RISK FACTORS.............................................................. 3
USE OF PROCEEDS........................................................... 5
SELLING STOCKHOLDERS...................................................... 6
PLAN OF DISTRIBUTION...................................................... 6
I-7.
<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
------ -------
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 1991 Stock Incentive Plan, as amended and restated effective
December 17, 1996 (1)
- ---------------------
(1) Filed as Appendix B 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
--------------------------
Martin M. Koffel
Chairman of the Board,
President and
Chief Executive Officer
II-4.
<PAGE>
<TABLE>
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.
<CAPTION>
Signature Title Date
- -------------------------------- ------------------------ ------------
<S> <C> <C>
/s/ MARTIN M. KOFFEL Chairman of the Board, Chief March 25, 1997
- ------------------------------- Executive Officer, President and
Martin M. Koffel Director (Principal Executive
Officer)
/s/ KENT P. AINSWORTH Executive Vice President, Chief March 25, 1997
- ------------------------------- Financial Officer, Principal
Kent P. Ainsworth 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
- -------------------------------
Richard C. Blum
Director March 25, 1997
- -------------------------------
Emmet J. Cashin, Jr.
/s/ ROBERT L. COSTELLO Director March 25, 1997
- -------------------------------
Robert L. Costello
/s/ ARMEN DER MARDEROSIAN Director March 25, 1997
- -------------------------------
Armen Der Marderosian
II-5.
<PAGE>
Signature Title Date
- -------------------------------- ------------------------ ------------
/s/ ADM. S. ROBERT FOLEY, JR. Director March 25, 1997
- ------------------------------
Adm. S. Robert Foley, Jr.
/s/ ROBERT D. GLYNN, JR. Director March 25, 1997
- ------------------------------
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
- -------------------------------
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
</TABLE>
II-6.
<PAGE>
EXHIBIT INDEX
Sequential
Number Exhibit Page No.
- ------ ------------------------------------------- ----------
5 Opinion of Cooley Godward LLP 19
23.1 Consent of Coopers & Lybrand L.L.P. 20
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 1991 Stock Incentive Plan, as amended
and restated effective December 17, 1996 (1)
- ---------------------
(1) Filed as Appendix B 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 750,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1991
Stock Incentive Plan, as amended and restated effective December 17, 1996 (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.
