<PAGE>
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on June 22, 1998 Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRC COMPANIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 06-0853807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Waterside Crossing
Windsor, CT 06095
(Address of principal executive offices) (Zip Code)
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TRC Companies, Inc.
Stock Option Plan
(Full title of the Plan)
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Harold C. Elston, Jr.
Senior Vice President and Treasurer
TRC Companies, Inc.
5 Waterside Crossing
Windsor, CT 06095
(203) 289-8631
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock 500,000 shares $4.41 $2,205,000 $650.48
$.10 par value
per share
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(1) The purchase price for the Common Stock registered under the Plan is
unknown. In accordance with Rule 457, the registration fee is calculated
on the basis of the average of the high and low prices for the Common
Stock on the New York Stock Exchange Composite Tape on June 19, 1998.
<PAGE>
TRC COMPANIES, INC.
STOCK OPTION PLAN FOR KEY EMPLOYEES
-------------------
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENTS
The contents of Registration Statements No. 2-66247, 2-77690, 33-18771,
33-26748, 33-8810, 33-45169 and 33-84660 are incorporated herein by reference.
-------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description Method of Filing
24 Power of Attorney Filed with this
Registration Statement
24(a) Consent of Independent Filed with this
Accountants Registration Statement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Town of Windsor and State of Connecticut on the 22nd day of
June, 1998.
TRC COMPANIES, INC.
By: s/s Harold C. Elston, Jr.
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Harold C. Elston, Jr.
Senior Vice President and Treasurer
(principal financial and accounting officer)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Harold C. Elston, Jr., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Registration Statement and any and all amendments (including post-effective
amendments) to this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue thereof.
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 dates indicated.
s/s Richard D. Ellison Chairman, President, June 12, 1998
- -------------------------
Richard D. Ellison Chief Executive Officer
and Director
s/s Harold C. Elston, Jr. Senior Vice President June 12, 1998
- ------------------------- and Treasurer
Harold C. Elston, Jr. (principal financial and
accounting officer)
s/s Edward G. Jepsen Director June 12, 1998
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Edward G. Jepsen
s/s Edward W. Large Director June 12, 1998
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Edward W. Large
s/s Richard J. McGuire, Jr. Director June 12, 1998
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Richard J. McGuire, Jr.
s/s J. Jeffrey McNealey Director June 12, 1998
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J. Jeffrey McNealey
<PAGE>
Exhibit 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of TRC Companies, Inc. of our report dated August 26,
1997, which appears on page 23 of the 1997 Annual Report to Shareholders which
is incorporated by reference in the TRC Companies, Inc. Annual Report on Form
10-K for the year ended June 30, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 12 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Hartford, Connecticut
June 22, 1998
