As filed with the Securities and Exchange Commission on November 16, 1999
Registration No. 333-
===============================================================================
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)
Delaware 94-1381538
(State of Incorporation) (I.R.S. Employer Identification No.)
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100 California Street, Suite 500
San Francisco, CA 94111
(Address of principal executive offices)
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Employee Stock Purchase Plan
1999 Equity Incentive Plan
(Full title of the plans)
Kent P. Ainsworth
Executive Vice President, Chief Financial Officer,
Principal Accounting Officer and Secretary
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URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111
(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.
Erin A. Sawyer, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
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 6,900,000 shares $19.97-$21.44 $139,110,120 $38,673
$.01 per share
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the
Securities Act of 1933, as amended (the "Act"). The offering price per share and aggregate offering price are based upon (a) the
weighted avarage exercise price for shares subject to outstanding options granted under URS Corporation's ("Registrant" or
"Company") 1999 Equity Incentive Plan (the "Incentive Plan") pursuant to Rule 457(h) under the Act) or (b) the average of the
reported high and low prices of the Common Shares on the New York Stock Exchange on November 9, 1999, for (i) shares reserved for
future grant pursuant to the Incentive Plan and (ii) shares issuable pursuant to the Company's Employee Stock Purchase Plan
(pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Offering Price Per
Registered Registered Share Aggregate Offering Price
- -----------------------------------------------------------------------------------------------------
<S> <C>
Shares of Common Stock 896,000 $ 21.44(1)(a) $ 19,210,240
issuable pursuant to
outstanding options under
the 1999 Equity Incentive
Plan
- -----------------------------------------------------------------------------------------------------
Shares of Common Stock 3,604,000 $ 19.97(1)(b) $ 71,971,880
reserved for grant under
the 1999 Equity Incentive
Plan
- -----------------------------------------------------------------------------------------------------
Shares of Common Stock 2,400,000 $ 19.97(1)(b) $ 47,928,000
reserved for issuance
under the Employee Stock
Purchase Plan
- -----------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price $139,110,120
- -----------------------------------------------------------------------------------------------------
Registration Fee $ 38,673
- -----------------------------------------------------------------------------------------------------
</TABLE>
2.
<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> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page
Outside Front Cover Page of Prospectus
- ------------------------------------------------------------ ------------------------------------------------------------------
2. Inside Front and Outside Back Cover Pages of Prospectus Summary; Where You Can Find More Information; Table
Prospectus of Contents
- ------------------------------------------------------------ ------------------------------------------------------------------
3. Summary Information Not applicable
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Risk Factors Risk Factors
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Ratio of Earnings to Fixed Charges Not Applicable
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4. Use of Proceeds Use of Proceeds
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5. Determination of Offering Price Not Applicable
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6. Dilution Not Applicable
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7. Selling Security Holders Selling Stockholders
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8. Plan of Distribution Plan of Distribution; Outside Front Cover Page
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9. Description of Securities to be Registered Not Applicable
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10. Interests of Named Experts and Counsel Legal Matters
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11. Material Changes Not Applicable
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12. Incorporation of Certain Information by Reference Where You Can Find More Information
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13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities
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</TABLE>
3.
<PAGE>
PART I
PROSPECTUS
URS CORPORATION
1,741,718 Shares
Common Stock
The Selling Stockholders: The selling stockholders identified in this
prospectus may sell up to 1,741,748 shares of our
common stock held by them and also issued to them
upon the exercise of certain stock options. We are
not selling any shares of our common stock under this
prospectus and will not receive any of the proceeds
from the sale of shares by the selling stockholders.
Offering Price: The selling stockholders may sell the shares of
common stock described in this prospectus in a number
of different ways and at varying prices. We provide
more information about how they may sell their shares
in the section titled "Plan of Distribution" on page
14.
Trading Market: Our common stock is listed on the New York Stock
Exchange and the Pacific Exchange under the symbol
"URS." On November 12, 1999, the closing sale price
of our common stock, as reported on the New York
Stock Exchange, was $21.56.
Risks: Investing in our common stock involves a high degree
of risk. See "Risk Factors" beginning on page 6.
No underwriter is being utilized in connection with this offering. We
will bear the costs of registering the shares to be sold by the selling
stockholders under the Securities Act.
The shares offered or sold under this prospectus have not been approved
by the Securities and Exchange Commission or any state securities commission,
nor have these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 16, 1999
4.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of our business. You should carefully read
the section entitled "Risk Factors" in this prospectus, our Annual Report on
Form 10-K for the year ended October 31, 1998, as amended on Form 10K-A, filed
August 4, 1999 and our Quarterly Reports on Forms 10-Q for the quarters ended
January 31, 1999, April 30, 1999 and July 31, 1999 for more information on our
business and the risks involved in investing in our stock.
In addition to the historical information contained in this prospectus,
this prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of
1934. These statements may be identified by the use of words such as "expects,"
"anticipates," "intends," "plans" and similar expressions. The outcome of the
events described in these forward-looking statements is subject to risks and
actual results could differ materially. The sections entitled "Risk Factors"
beginning on page 6 of this prospectus, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" in our
Annual Report contain a discussion of some of the factors that could contribute
to those differences.
URS CORPORATION
Overview
We are a leading engineering services firm with clients that include
local, state, and federal government agencies, as well as private clients in a
broad range of industries. We are a Delaware corporation incorporated in 1957.
We have approximately 15,000 employees, and we conduct business through
approximately 325 offices including offices located in the United States,
Europe, and the Asia/Pacific region. Our corporate offices are located at 100
California Street, Suite 500, San Francisco, California 94111-4529, and our
telephone number is (415) 774-2700.
Dames & Moore Acquisition
On May 5, 1999, we entered into a merger agreement with Dames & Moore,
and on May 11, 1999, we commenced a tender offer for all of its outstanding
common stock. On June 9, 1999, we purchased 96% of Dames & Moore's common stock
in accordance with our tender offer. On June 24, 1999, we acquired the remaining
4% of Dames & Moore's common stock that we did not previously own by merging one
of our wholly-owned subsidiaries into Dames & Moore.
5.
<PAGE>
RISK FACTORS
You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occur, our business could be
harmed. In such case, the trading price of our common stock could decline, and
you may lose all or part of your investment.
We may not be able to integrate Dames & Moore successfully and achieve
anticipated cost savings and other benefits from the Dames & Moore acquisition
We will only achieve the efficiencies, cost reductions and other
benefits that we expect to result from the Dames & Moore acquisition if we can
successfully integrate each company's administrative, finance, technical and
marketing organizations, and implement appropriate operations, financial and
management systems and controls. In addition, Dames & Moore is in the process of
integrating the diverse operations that it recently acquired.
The integration of Dames & Moore, including Dames & Moore's recently
acquired businesses, into our operations will involve a number of risks,
including:
o the possible diversion of our management's attention from
other business concerns;
o the potential inability to successfully pursue some or all of
the anticipated revenue opportunities associated with the
Dames & Moore acquisition;
o the possible loss of Dames & Moore's or our key professional
employees;
o the potential inability to successfully replicate our
operating efficiencies in Dames & Moore's operations;
o insufficient management resources to accomplish the
integration;
o our increased complexity and diversity compared to our
operations prior to the Dames & Moore acquisition;
o the possible negative reaction of clients to the Dames & Moore
acquisition; and
o unanticipated problems or legal liabilities.
The occurrence of any of the above events, as well as any other
difficulties which may be encountered in the transition and integration process,
could have a material adverse effect on our business, financial condition and
results of operations.
Our substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the notes
We are a highly leveraged company. As of July 31, 1999, we had
approximately $680 million of outstanding indebtedness following consummation of
the Dames & Moore acquisition and the related financing plan. This level of
indebtedness could have important consequences for you, including the following:
6.
<PAGE>
o it may limit our ability to borrow money or sell stock for
working capital, capital expenditures, debt service
requirements or other purposes;
o it may limit our flexibility in planning for, or reacting to,
changes in our business;
o we could be more highly leveraged than some of our
competitors, which may place us at a competitive disadvantage;
o it may make us more vulnerable to a downturn in our business
or the economy;
o debt service requirements of our other indebtedness could make
it more difficult for us to make payments on the notes; and
o a substantial portion of our cash flow from operations could
be dedicated to the repayment of our indebtedness and would
not be available for other purposes.
To service our indebtedness we will require a significant amount of cash. The
ability to generate cash depends on many factors beyond our control
Our ability to make payments on our indebtedness depends on our ability
to generate cash in the future. If we do not generate sufficient cash flow to
meet our debt service and working capital requirements, we may need to seek
additional financing or sell assets. This may make it more difficult for us to
obtain financing on terms that are acceptable to us, or at all. Without this
financing, we could be forced to sell assets to make up for any shortfall in our
payment obligations under unfavorable circumstances.
Our senior secured credit facility limits our ability to sell assets
and also restricts the use of proceeds from any such sale. Moreover, the senior
secured credit facility is secured by substantially all of our assets. We cannot
assure you that our assets could be sold quickly enough or for sufficient
amounts to enable us to meet our obligations, including our obligations on the
notes. Furthermore, a substantial portion of our assets are, and may continue to
be, intangible assets. Therefore, it may be difficult for us to pay you in the
event of an acceleration of the notes.
Restrictive covenants in our senior secured credit facility and the indenture
relating to the notes may restrict our ability to pursue business strategies
The indenture relating to the notes and our senior secured credit
facility restrict our ability, among other things, to:
o incur additional indebtedness or contingent obligations;
o pay dividends or make distributions to our stockholders;
o repurchase or redeem our stock;
o make investments;
o grant liens;
o make capital expenditures;
o enter into transactions with our stockholders and affiliates;
7.
<PAGE>
o sell assets; and
o acquire the assets of, or merge or consolidate with, other
companies.
In addition, our senior secured credit facility requires us to maintain
financial ratios. We may not be able to maintain these ratios. Additionally,
covenants in the senior secured credit facility may impair our ability to
finance future operations or capital needs or to engage in other favorable
business activities.
If we default under our senior secured credit facility, we could be
prohibited from making any payments on the notes. In addition, the senior
secured credit facility lenders could require immediate repayment of the entire
principal. If the senior secured credit facility lenders require immediate
repayment, we will not be able to repay them and also repay the notes in full.
We will derive approximately half of our revenues from contracts with government
agencies. Any disruption in government funding or in our relationship with those
agencies could adversely affect our business and our ability to meet our debt
obligations
We will derive approximately half of our revenues from local, state and
federal government agencies. The demand for our services will be directly
related to the level of government program funding that is allocated to rebuild
and expand the nation's infrastructure. We believe that the success and further
development of our business depends upon the continued funding of these
government programs and upon our ability to participate in these government
programs. We cannot assure you that governments will have the available
resources to fund these programs, that these programs will continue to be funded
even if governments have available financial resources, or that we will continue
to win government contracts under these or other programs.
Some of these government contracts are subject to renewal or extension
annually, so we cannot assure you of our continued work under these contracts in
the future. Unsuccessful bidders may protest or challenge the award of these
contracts. In addition, government agencies can terminate these contracts at
their convenience. Consequently, we may incur costs in connection with the
termination of these contracts. Also, contracts with government agencies are
subject to substantial regulation and an audit of actual costs incurred.
Consequently, there may be a downward adjustment in our revenues if actual
recoverable costs exceed billed recoverable costs.
We may be unable to estimate accurately our cost in performing services for our
clients. This may cause us to have low profit margins or incur losses
We will submit proposals on projects with an estimate of the costs we
will likely incur. To the extent we cannot control overhead, general and
administrative and other costs, or underestimate such costs, we may have low
profit margins or may incur losses.
We are subject to risks from changes in environmental legislation, regulation
and governmental policies
Our 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, as
amended, and the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, "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 people injured by hazardous substances
seek recovery for personal injuries or property damage. While, in the past we
did not directly handle,
8.
<PAGE>
remove, treat or transport toxic or hazardous substances, Dames & Moore has
performed these activities. Consequently, we may be exposed to claims for
damages caused by environmental contamination.
Federal and state laws, regulations, and programs related to
environmental issues will generate, either directly or indirectly, much of our
environmental business. Accordingly, a reduction of these laws and regulations,
or changes in governmental policies regarding the funding, implementation or
enforcement of these programs, could have a material effect on our business.
Environmental laws, regulations and enforcement policies remained essentially
unchanged during fiscal year 1998, including further deferral of congressional
reauthorization of CERCLA. The outlook for congressional action on CERCLA
legislation in fiscal year 1999 remains unclear.
Our liability for damages due to legal proceedings may be significant. Our
insurance may not be adequate to cover this risk
Various legal proceedings are pending against us alleging breaches of
contract or negligence in connection with our performance of professional
services. In some actions punitive or treble damages are sought which
substantially exceed our insurance coverage. If we sustain damages greater than
our insurance coverage, there could be a material adverse effect on our
business, financial condition and results of operations.
Our engineering practices, including general engineering and civil
engineering services, involve professional judgments about the nature of soil
conditions and other physical conditions, including the extent to which toxic
and hazardous materials are present, and about the probable effect of procedures
to mitigate problems or otherwise affect those conditions. If the judgments and
the recommendations based upon those judgments are incorrect, we may be liable
for resulting damages that our clients incur.
The failure to attract and retain key professional personnel could adversely
affect our business
The ability to attract, retain and expand our staff of qualified
technical professionals will be an important factor in determining our future
success. A shortage of qualified technical professionals currently exists in the
engineering and design industry. The market for these professionals is
competitive, and we cannot assure you that we will be successful in our efforts
to continue to attract and retain such professionals. In addition, we will rely
heavily upon the experience and ability of our senior executive staff and the
loss of a significant number of such individuals could have a material adverse
effect on our business, financial condition and results of operations.
We may be unable to compete successfully in our industry. This could adversely
affect our business and our ability to satisfy our obligations under the notes
We will be engaged in highly fragmented and very competitive markets in
our service areas. We will compete with firms of various sizes, several of which
are substantially larger than us and which possess greater technical resources.
Furthermore, the engineering and design industry is undergoing consolidation,
particularly in the United States. As a result, we will compete against several
larger companies which have the ability to offer more diverse services to a
wider client base. These competitive forces could have a material adverse effect
on our business, financial condition and results of operations.
Our international operations will be subject to a number of risks that could
adversely affect the results from these operations and our overall business
As a worldwide provider of engineering services, we will have
operations in over 40 countries and, on a pro forma basis for the fiscal
year-end 1998, have derived approximately 10% of our revenues from international
operations. International business is subject to the customary risks associated
with international transactions, including political risks, local laws and
taxes, the potential imposition of trade
9.
<PAGE>
or currency exchange restrictions, tariff increases and difficulties or delays
in collecting accounts receivable. Weak foreign economies and/or a weakening of
foreign currencies against the U.S. dollar could have a material adverse effect
on our business, financial condition and results of operations.
Additional acquisitions may adversely affect our ability to manage our business
Historically, we have completed numerous acquisitions and, in
implementing our business strategy, we may continue to do so in the future. We
cannot assure you that we will identify, finance and complete additional
suitable acquisitions on acceptable terms. We may not successfully integrate
future acquisitions. Any acquisitions may require substantial attention from our
management, which may limit the amount of time that management can devote to
day-to-day operations. Also, future acquisitions could have an adverse effect on
us. Our inability to find additional attractive acquisition candidates or to
effectively manage the integration of any businesses acquired in the future
could adversely affect our business, financial condition and results of
operations.
Year 2000 computer problems may adversely affect our business
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. Any programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in the computer shutting down or performing incorrect computations.
As a result, before December 31, 1999, computer systems and software used by
many companies may need to be upgraded to comply with such "Year 2000"
requirements.
We are engaged in an ongoing process of addressing our exposure to the
Year 2000. Business disruption is the main area in which the Year 2000 may
affect our business operations. We may be unable to receive payments from
clients or supplies from vendors on a timely basis. Reliability of our internal
information systems such as accounting systems and the physical operation of
elevator, telephone, security and other office infrastructure systems could be
adversely affected.
We will also depend on third parties to resolve the Year 2000 issue. We
are unable to project with complete certainty that those third parties will
successfully resolve their Year 2000 problems. If our plan to address the Year
2000 issue is not successfully or timely implemented, we may need to devote more
resources to the process and additional costs may be incurred, which could have
a material adverse effect on our business, financial condition and results of
operations. No one can accurately predict the severity, duration or financial
consequences of the Year 2000 related failures. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition--Year 2000 Issues."
10.
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling stockholders.
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's public
reference rooms at Room 1024, 450 Fifth Street, N.W., Washington, D.C., as well
as at the SEC's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, NY
10048. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference rooms. Our SEC
filings are also available at the SEC's web site at "http://www.sec.gov." In
addition, you can read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, D.C.
20006.
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
o Annual Report on Form 10-K for the year ended October 31,
1998, as amended on Form 10K-A, filed August 4, 1999;
o Quarterly Report on Form 10-Q for the quarter ended January
31, 1999;
o Quarterly Report on Form 10-Q for the quarter ended April 30,
1999, as amended on Form 10Q-A, filed August 4, 1999;
o Quarterly Report on Form 10-Q for the quarter ended July 31,
1999;
o Current Report on Form 8-K, filed May 7, 1999 and amended on
Form 8-K/A, filed June 22, 1999;
o Current Report on Form 8-K, filed July 1, 1999 and amended on
Form 8-K/A, filed August 4, 1999;
o Registration Statement on Form S-4, filed August 4, 1999, as
amended on Form S-4/A, filed August 18, 1999; and
o Definitive Proxy Statement for a Special Meeting of
Stockholders, filed September 7, 1999.
11.
<PAGE>
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111
(415) 774-2700
This prospectus is part of a Registration Statement we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus and the Registration Statement. We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
12.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the common stock, as of November 10, 1999, by each of
the selling stockholders. As of September 30, 1999, there were 15,925,328 shares
of Common Stock outstanding.
The information provided in the table below with respect to each
selling stockholder has been obtained from that selling stockholder. Except as
otherwise disclosed below, none of the selling stockholders has, or within the
past three years has had, any position, office or other material relationship
with us. Because the selling stockholders may sell all or some portion of the
shares of common stock beneficially owned by them, we cannot estimate the number
of shares of common stock that will be beneficially owned by the selling
stockholders after this offering. In addition, the selling stockholders may have
sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time or from time to time since the date on which they
provided the information regarding the shares of common stock beneficially owned
by them, all or a portion of the shares of common stock beneficially owned by
them in transactions exempt from the registration requirements of the Securities
Act of 1933.
Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the Commission under the Securities Exchange Act of 1934,
provided that all shares subject to options held by the selling stockholders as
of the date of this Prospectus are shown. Unless otherwise noted, each person or
group identified possesses sole voting and investment power with respect to
shares, subject to community property laws where applicable.
Selling Stockholder Number of Shares Shares Being Offered
Beneficially Owned
(1)
Martin M. Koffel (2) (3)........... 984,019 984,019
Irwin L Rosenstein (2) (3) (4)..... 192,114 192,114
Kent P. Ainsworth (2).............. 295,800 295,800
Susan B. Kilgannon(2).............. 15,643 15,643
Joseph Masters (2)................. 55,401 55,401
Jean-Yves Perez (2) (3)............ 173,741 173,741
Wayne Somrak....................... 25,000 25,000
- -------------
(1) Shares shown in this column include shares of common stock currently owned,
shares of common stock issuable pursuant to presently exercisable options
and shares of common stock issuable pursuant to options which are
exercisable after the date of this Prospectus.
(2) Either currently holds or has, within the past three years, held a
management position with URS or its subsidiaries.
(3) Currently a member of our Board of Directors.
(4) Includes 500 shares jointly owned with Lillian Rosenstein.
13.
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock may be sold from time to time by the selling
stockholders in one or more transactions at fixed prices, at market prices at
the time of sale, at varying prices determined at the time of sale or at
negotiated prices. As used in this prospectus, "selling stockholders" includes
donees, pledgees, transferees and other successors in interest selling shares
received from a selling stockholder after the date of this prospectus as a gift,
pledge, partnership distribution or other non-sale transfer. Upon URS being
notified by a selling stockholder that a donee, pledgee, transferee or other
successor in interest intends to sell more than 500 shares, a supplement to this
prospectus will be filed. The selling stockholders may offer their shares of
common stock in one or more of the following transactions:
o on any national securities exchange or quotation service on
which the common stock may be listed or quoted at the time of
sale, including the New York Stock Exchange and the Pacific
Exchange;
o in the over-the-counter market;
o in private transactions;
o through options;
o by pledge to secure debts and other obligations; or
o a combination of any of the above transactions.
If required, we will distribute a supplement to this prospectus to
describe material changes in the terms of the offering.
The shares of common stock described in this prospectus may be sold
from time to time directly by the selling stockholders. Alternatively, the
selling stockholders may from time to time offer shares of common stock to or
through underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933. Any profits on the resale of shares of common
stock and any compensation received by any underwriter, broker/dealer or agent
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933. The selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in the sale of shares of common stock
described in this prospectus against certain liabilities, including liabilities
arising under the Securities Act of 1933.
Any shares covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than
pursuant to this prospectus. The selling stockholders may not sell all of the
shares they hold. The selling stockholders may transfer, devise or gift such
shares by other means not described in this prospectus.
To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the shares of common stock may
not be offered or sold unless they have been registered or qualified for sale or
an exemption is available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock may not simultaneously engage in market-making
activities with respect to the common stock for five business days prior to the
start of the distribution. In addition, each selling stockholder and any other
14.
<PAGE>
person participating in a distribution will be subject to the Securities
Exchange Act of 1934, which may limit the timing of purchases and sales of
common stock by the selling stockholders or any such other person. These factors
may affect the marketability of the common stock and the ability of brokers or
dealers to engage in market-making activities.
All expenses of this registration, estimated at approximately $55,000,
will be paid by us. These expenses include the SEC's filing fees and fees under
state securities or "blue sky" laws.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K/A of URS Corporation for the year ended
October 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
15.
<PAGE>
We have not authorized any dealer,
sales person or other person to give any
information or to make any representations
other than those contained in this prospectus
or any prospectus supplement. You must not
rely on any unauthorized information. This
prospectus is not an offer of these
securities in any state where an offer is not
permitted. The information in this prospectus
is current as of November 16, 1999. You
should not assume that this prospectus is
accurate as of any other date.
1,741,718 SHARES
COMMON STOCK
PROSPECTUS
URS CORPORATION
November 16, 1999
TABLE OF CONTENTS
PAGE
Prospectus Summary............................ 5
Risk Factors.................................. 6
Use of Proceeds...............................11
Where You Can Find More Information...........11
Selling Stockholders..........................13
Plan of Distribution..........................14
Experts.......................................15
16.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's last Annual Report on Form 10-K for the year
ended October 31, 1998, as amended on Form 10K-A, filed August
4, 1999;
(b) All other reports filed by us pursuant to Section 13(a) or
15(d) of the Exchange Act since October 31, 1998;
(c) The contents of the Registration Statements of Form S-8 Nos.
333-48791 and 333-48793, each filed with the Securities &
Exchange Commission on March 27, 1998 and the contents of the
Registration Statements on Form S-8 Nos. 33-41047, 33-61230
and 333-24063 filed with the Securities & Exchange Commission
on June 7, 1991, April 1, 1993, March 31, 1995 and March 27,
1997, respectively, are incorporated by reference herein.
Item 6. Indemnification of Officers and Directors.
As permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law, (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law, (iii) to the fullest extent permitted by the
Delaware General Corporation Law, the Registrant is required to advance all
expenses incurred by its directors and executive officers in connection with a
legal proceeding (subject to certain exceptions), (iv) the rights conferred in
the Bylaws are not exclusive, (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents
and (vi) the Registrant may not retroactively amend the Bylaws provisions
relating to indemnity.
The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts that such person
becomes legally obligated to pay (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
Item 8. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Document
------ -----------------------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Cooley Godward LLP (reference is made to Exhibit
5.1).
24.1 Power of Attorney. Reference is made to the signature page.
99 Employee Stock Purchase Plan (filed as Exhibit A to our
definitive proxy statement for our Special Meeting of
Stockholders, filed with the SEC on September 7, 1999 and
incorporated herein by reference).
17.
<PAGE>
99.1 1999 Equity Incentive Plan (filed as Exhibit B to our
definitive proxy statement for our Special Meeting of
Stockholders, filed with the SEC on September 7, 1999 and
incorporated herein by reference).
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the provisions described in Item 14 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 of 1933 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.
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 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 the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to the
initial bona fide offering thereof.
18.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe 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 the 16th day
of November, 1999.
URS CORPORATION
By: /s/ Kent P. Ainsworth
-----------------------------------
KENT P. AINSWORTH,
EXECUTIVE VICE PRESIDENT, CHIEF
FINANCIAL OFFICER, PRINCIPAL
ACCOUNTING OFFICER AND SECRETARY
<TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kent P.
Ainsworth and Joseph Masters, or either of them, each with the power of substitution, his or her attorney-in-fact, to sign any
amendments to this Registration Statement (including post-effective amendments), with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<CAPTION>
- ---------------------------------------- -------------------------------------- --------------------------------------
Signature Title Date
- ---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
Chairman of the Board, Chief November 16, 1999
Executive Officer, President and
/s/ Martin M. Koffel Director (Principal Executive
- ----------------------------- Officer)
Martin M. Koffel
- ---------------------------------------- -------------------------------------- --------------------------------------
Executive Vice President, Chief November 16, 1999
Financial Officer, Principal
Accounting Officer and Secretary
/s/ Kent P. Ainsworth (Principal Financial and Accounting
- ----------------------------- Officer)
Kent P. Ainsworth
- ---------------------------------------- -------------------------------------- --------------------------------------
Vice Chairman of the Board November 16, 1999
/s/ Richard C. Blum
- -----------------------------
Richard C. Blum
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Armen Der Marderosian
- -----------------------------
Armen Der Marderosian
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Adm. S. Robert Foley, Jr.
- -----------------------------
Adm. S. Robert Foley, Jr. (USN) Ret.
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
19.
<PAGE>
/s/ Marie L. Knowles
- -----------------------------
Marie L. Knowles
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Richard B. Madden
- -----------------------------
Richard B. Madden
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Jean-Yves Perez
- -----------------------------
Jean-Yves Perez
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Richard Q. Praeger
- -----------------------------
Richard Q. Praeger
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ Irwin L. Rosenstein
- -----------------------------
Irwin L. Rosenstein
- ---------------------------------------- -------------------------------------- --------------------------------------
Director November 16, 1999
/s/ William D. Walsh
- -----------------------------
William D. Walsh
- ---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
20.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).
24.1 Power of Attorney. Reference is made to the signature page.
99 Employee Stock Purchase Plan (filed as Exhibit A to our definitive
proxy statement for a Special Meeting of Stockholders, filed on
September 7, 1999 and incorporated herein by reference).
99.1 1999 Equity Incentive Plan (filed as Exhibit B to our definitive
proxy statement for a Special Meeting of Stockholders, filed on
September 7, 1999 and incorporated herein by reference).
EXHIBIT 5.1
OPINION OF COOLEY GODWARD
[LETTERHEAD OF COOLEY GODWARD LLP]
November 16, 1999
URS Corporation
100 California St., Suite 500
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 (the "Commission") covering the offering of up to an additional
6,900,000 shares of the Company's Common Stock, $0.01 par value (the "Shares")
pursuant to its 1999 Equity Incentive Plan (the "1999 Plan") and its Employee
Stock Purchase Plan, as amended effective October 12, 1999 (the "ESPP," and,
together with the 1999 Plan, the "Plans").
In connection with this opinion, we have examined the Registration Statement,
your Certificate of Incorporation and Bylaws, each 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 Plans, 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 reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 18, 1998, except for Note 16
as to which the date is July 27, 1999, relating to the financial statements,
which appears in URS Corporation's Annual Report on Form 10-K for the year ended
October 31, 1998. We also consent to the references to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers, LLP
San Francisco, California
November 16, 1999
