As filed with the Securities and Exchange Commission on March 27, 1998
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
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)
Copies to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
<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 share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 300,000 shares $14.3125 $4,293,750 $1,266.66
$.01 per share
- ------------------------------------------------------------------------------------------------------------------------------------
Options to purchase 300,000 shares N/A N/A N/A
Common Stock
- ------------------------------------------------------------------------------------------------------------------------------------
<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 23, 1998.
</FN>
</TABLE>
<PAGE>
PART II
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8 NOS. 33-42192 AND 333-24067
The contents of the Registration Statements on Form S-8 Nos. 33-42192
and 333-24067 filed with the Securities and Exchange Commission on August 13,
1991 and March 27, 1997, respectively, are incorporated by reference herein,
with those changes set forth below.
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 Employee Stock Purchase Plan, as amended effective
December 18, 1997(1)
- ---------------------
(1) Filed as Appendix B to the Company's definitive proxy statement for its
1998 Annual Meeting of Stockholders, filed with the Commission on
February 17, 1998 and incorporated herein by reference.
II-1.
<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 24, 1998.
URS Corporation
By /s/MARTIN M. KOFFEL
-------------------------------------
Martin M. Koffel
Chairman of the Board,
President and
Chief Executive Officer
II-2.
<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.
<TABLE>
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 24, 1998
- ------------------------------ Executive Officer, President and
Martin M. Koffel Director (Principal Executive
Officer)
/s/Kent P. Ainsworth Executive Vice President, Chief March 24, 1998
- ------------------------------ Financial Officer, Principal
Kent P. Ainsworth Accounting Officer and Secretary
/s/Irwin L. Rosenstein Vice President and Director March 24, 1998
- ------------------------------
Irwin L. Rosenstein
/s/Richard C. Blum Director March 24, 1998
- ------------------------------
Richard C. Blum
/s/Robert L. Costello Director March 24, 1998
- ------------------------------
Robert L. Costello
/s/Armen Der Marderosian Director March 24, 1998
- ------------------------------
Armen Der Marderosian
/s/Adm. S. Robert Foley, Jr. Director March 24, 1998
- ------------------------------
Adm. S. Robert Foley, Jr.
II-3.
<PAGE>
Signature Title Date
- --------- ----- ----
/s/Robert D. Glynn, Jr. Director March 24, 1998
- ------------------------------
Robert D. Glynn, Jr.
/s/Senator J. Bennett Johnston Director March 24, 1998
- ------------------------------
Senator J. Bennett Johnston
/s/Richard B. Madden Director March 24, 1998
- ------------------------------
Richard B. Madden
/s/Jean-Yves Perez Director March 24, 1998
- ------------------------------
Jean-Yves Perez
/s/Richard Q. Praeger Director March 24, 1998
- ------------------------------
Richard Q. Praeger
/s/Frank S. Waller Director March 24, 1998
- ------------------------------
Frank S. Waller
/s/William D. Walsh Director March 24, 1998
- ------------------------------
William D. Walsh
</TABLE>
II-4.
<PAGE>
EXHIBIT INDEX
Sequential
Number Exhibit Page No.
- ------ ------- --------
5 Opinion of Cooley Godward LLP 8
23.1 Consent of Coopers & Lybrand L.L.P. 9
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
effective December 18, 1997 (1)
- ---------------------
(1) Filed as Appendix B to the Company's definitive proxy statement for its
1998 Annual Meeting of Stockholders, filed with the Commission on
February 17, 1998 and incorporated herein by reference.
II-5.
EXHIBIT 5
March 27, 1998
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 300,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its Employee
Stock Purchase Plan, as amended effective December 18, 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
II-6.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
URS Corporation on:
Form S-8 for 1,000,000 shares related to the 1991 Stock Incentive Plan,
filed March 27, 1998; and
Form S-8 for 300,000 shares related to the Employee Stock Purchase
Plan, filed March 27, 1998;
of our report dated December 19, 1997, on our audits of the consolidated
financial statements of URS Corporation and its subsidiaries as of October 31,
1997 and 1996 and for the years ended October 31, 1997, 1996 and 1995.
/s/Coopers & Lybrand L.L.P.
----------------------------------
COOPERS & LYBRAND L.L.P.
San Francisco, California
March 25, 1998
II-7.
