<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
VERITAS DGC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0343152
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3701 KIRBY DRIVE, SUITE 112
HOUSTON, TEXAS 77098
(713) 512-8300
(Address, including Zip Code, of Registrant's Principal Executive Offices)
-----------------------
VERITAS DGC INC.
SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
VERITAS DGC INC.
AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
-----------------------
Name, Address, Telephone and Copy of Communications to:
Number of Agent for Service:
T. WILLIAM PORTER
ANTHONY TRIPODO PORTER & HEDGES, L.L.P.
3701 KIRBY DRIVE, SUITE 112 700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77098 HOUSTON, TEXAS 77002
(713) 512-8300 (713) 226-0600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed
Amount to Offering Maximum Aggregate Amount of
Title of Securities to be Registered be Registered Price per Share (1) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,441,667 $38.375 $55,323,971.12 $16,321.00
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the average of the high and low sale prices for the Common Stock on the New
York Stock Exchange on December 2, 1997, which was $38.375. Pursuant to
Rule 457(h), the registration fee is calculated with respect to the maximum
number of the registrant's securities issuable under the Plan.
PURSUANT TO THE PROVISIONS OF RULE 429 OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE PROSPECTUS RELATED TO THIS REGISTRATION STATEMENT ALSO RELATES
TO 816,451 SHARES OF COMMON STOCK COVERED BY THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-8 (REG. NO. 333-09679). THIS PREVIOUSLY FILED FORM S-8
REGISTERED 1,358,333 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE PURSUANT
TO THE DIGICON INC. AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK
OPTION PLAN AND THE DIGICON INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
OPTIONS HAVE BEEN GRANTED COVERING ALL 1,294,992 SHARES OF COMMON STOCK,
AND 541,882 SHARES OF COMMON STOCK HAVE BEEN ISSUED UPON EXERCISE OF SUCH
OPTIONS. THE $5,708.51 REGISTRATION FEE WITH RESPECT TO THE 1,358,333
SHARES OF COMMON STOCK WAS PREVIOUSLY PAID.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by Veritas DGC Inc., a
Delaware corporation (the "Company" or "Registrant"), with the Securities and
Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:
(a) the Company's annual report on Form 10-K for the fiscal year
ended July 31, 1997, filed with the Commission on October 20,
1997;
(b) the description of the Company's Common Stock set forth in the
Company's registration statement on Form 8-A filed with the
Commission on August 14, 1997, and any amendment or report
filed for the purpose of updating any such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a) and 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act") after the filing date of the Registration
Statement and before the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
hereof from the date of filing such documents.
The Company will provide without charge to each participant in the
Company's Second Amended and Restated 1992 Employee Nonqualified Stock Option
Plan and the Amended and Restated 1992 Non-Employee Director Stock Option Plan,
upon written or oral request of such persons, a copy (without exhibits, unless
such exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 40,000,000 shares of Common Stock,
par value $.01 per share, and at July 31, 1997, there were 22,349,111 shares
outstanding, and 1,318,364 shares were reserved for issuance upon exercise of
outstanding warrants and options. Included in shares outstanding are 2,367,071
Exchangeable Shares of Veritas Energy Services, Inc., a wholly-owned subsidiary
of the Company, which are exchangeable for, and vote with the Common Stock, and
are identical to, the Common Stock in all material respects. Each share of
Common Stock has one vote on all matters presented to the stockholders.
Subject to the rights and preferences of any Preferred Stock (as defined below)
which may be designated and issued, the holders of Common Stock are entitled to
receive dividends, if and when declared by the board of directors, and are
entitled on liquidation to all assets remaining after the payment of
liabilities. The Common Stock has no preemptive or other subscription rights.
Outstanding shares of Common Stock are and the shares of Common Stock offered
by the Company, when issued and paid for, will be fully paid and nonassessable.
Because the Common Stock does not have cumulative voting rights, the holders of
more than 50% of the shares may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors. ChaseMellon Shareholder Services, L.L.C., Dallas,
Texas, is the transfer agent and registrar for the Common Stock.
PREFERRED STOCK
The board of directors of the Company, without any action by the
stockholders of the Company, is authorized to issue up to 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"). Shares of
Preferred Stock may be issued in one or more series or classes, which will have
such designation, voting powers, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereon, including voting rights, dividends, rights on liquidation, dissolution
or winding up, conversion or exchange rights and redemption provisions, as set
forth in the resolutions adopted by the Board of Directors providing for the
issuance of such stock and
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<PAGE> 3
as permitted by the Delaware General Corporation Law (the "DGCL"). A series of
400,000 shares of Preferred Stock has been designated for use in connection
with the Rights Plan (as defined below). Although the Company has no other
current plans for the possible issuance of Preferred Stock, the issuance of
shares of Preferred Stock, or the issuance of securities convertible into or
exchangeable for such shares, could be used to discourage an unsolicited
acquisition proposal that some or a majority of the stockholders believe to be
in their interests or in which stockholders are to receive a premium for their
stock over the then current market price. In addition, the issuance of
Preferred Stock could adversely affect the voting power of the holders of
Common Stock. The Board of Directors does not presently intend to seek
stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules.
RIGHTS PLAN
Pursuant to a Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., Dallas, Texas (the "Rights Plan"), each share of
Common Stock has attached to it one Right (the "Right"), represented by the
certificate which is also the certificate representing the Common Stock. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), of the Company at a
purchase price of $100, subject to adjustment (the "Purchase Price").
The Rights will separate from the Company's Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as the Board of Directors of the Company shall determine) following
the commencement of a tender or exchange offer which would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock (the "Tender Offer Date"). Until the Distribution Date, the Rights will
be transferred with and only with the Common Stock certificates. The Rights
are not exercisable until the Distribution Date and, unless earlier redeemed by
the Company as described below, will expire at the close of business on May 15,
2007.
In the event that, among other things, (i) the Company is the
surviving corporation in a merger or other business combination with an
Acquiring Person or (ii) any person shall become the beneficial owner of more
than 15% of the outstanding shares of the Common Stock (except (A) pursuant to
certain consolidations or mergers involving the Company or sales or transfers
of the combined assets or earning power of the Company and its subsidiaries, or
(B) pursuant to an offer for all outstanding shares of the Common Stock at a
price and upon terms and conditions which a majority of the Continuing
Directors (as defined below) determines to be in the best interests of the
Company and its stockholders) each holder of a Right (other than the Acquiring
Person, certain related parties and transferees) will thereafter have the right
to purchase, upon exercise, a one-thousandth fractional share interest in
Series A Preferred Stock each of which is for all purposes essentially
equivalent to a share of Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. For example, at the exercise price of $100
per Right, each Right not owned by an Acquiring Person (or by certain related
parties and transferees) following an event set forth above would entitle its
holder to purchase $200 worth of Series A Preferred Stock (or other
consideration, as noted above) for $100. Assuming that the Series A Preferred
Stock had a per share market price of $40 at such time (with each
one-thousandth share of Series A Preferred Stock valued at one share of Common
Stock), the holder of each valid Right would be entitled to purchase 5 shares
of the Series A Preferred Stock for $100. Rights are not exercisable following
the occurrence of any of the events described above until the Rights are no
longer redeemable by the Company as described below. Notwithstanding any of
the foregoing, following the occurrence of any of the events described in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Plan) were, beneficially owned by any Acquiring Person will be null
and void.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation or merger pursuant to
which all or part of the outstanding shares of Common Stock are changed into or
exchanged for stock or other securities of any other person or cash or any
other property or (iii) more than 50% of the combined assets or earning power
of the Company and its subsidiaries is sold or transferred (in each case other
than certain consolidations with, mergers with and into, or sales of assets or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights
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<PAGE> 4
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events described
in this paragraph and in the immediately preceding paragraph are referred to as
the "Triggering Events."
At any time until any person becomes an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors). Rights may not be redeemed during the
180 day period after any person becomes an Acquiring Person unless the
redemption is approved by a majority of Continuing Directors. The term
"Continuing Director" means any member of the Board of Directors of the Company
who was a member of the Board prior to the date of the Rights Agreement, and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of at least five Continuing Directors,
but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing persons.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. They may reduce or
eliminate (i) "two-tiered" or other partial offers that do not offer fair value
for all Common Stock; (ii) the accumulation by a third party of 15% or more of
the Common Stock in open-market or private purchases in order to influence or
control the business and affairs of the Company without paying an appropriate
premium for a controlling position in the Company; and (iii) the accumulation
of shares of Common Stock by third parties in market transactions for the
primary purpose of attempting to cause the Company to be sold. In addition,
the Rights will cause substantial dilution to a person or group that attempts
to acquire the Company in a manner defined as a Triggering Event unless the
offer is conditioned on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer for all outstanding shares of Common Stock and other voting securities at
a price and on other terms that are in the best interests of the Company and
its stockholders as determined by the Board of Directors or affect any
prospective offeror willing to negotiate with the Board of Directors because as
part of any negotiated transaction the Rights would either be redeemed or
otherwise made inapplicable to the transaction. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Board of Directors may, at its option, at any time until
ten business days following the Stock Acquisition Date, redeem all, but not
less than all, of the then outstanding Rights at the $.001 redemption price.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of the case, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such persons shall have been adjudged liable to the corporation except as
otherwise provided by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses (including attorneys' fees).
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<PAGE> 5
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote
of a quorum of disinterested members of the board of directors, or (ii) by
independent counsel in a written opinion, if such a quorum does not exist or if
the disinterested directors so direct, or (iii) by the stockholders.
The Restated Certificate of Incorporation (with Amendments) and Bylaws
of the Company require the Company to indemnify the Company's directors and
officers to the fullest extent permitted under Delaware law. The Company's
Restated Certificate of Incorporation (with Amendments) limits the personal
liability of a director to the Company or its stockholders to damages for breach
of the director's fiduciary duty.
The Company has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
4.1* Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan
4.2* Amended and Restated 1992 Non-Employee Director Stock Option Plan
4.3 Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated August 30, 1996.
(Incorporated by reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report on Form 8-K dated
September 16, 1996).
4.4 Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Incorporated by reference to
Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November 12, 1991).
4.5 By-laws of New Digicon Inc. dated June 24, 1991. (Incorporated by referenced to Exhibit 3-C to
Digicon's Registration Statement No. 33-43873, dated November 12, 1991).
4.6 Specimen Veritas DGC Inc. Common Stock certificate. (Incorporated by reference to Exhibit 4-C to
Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1996).
4.7 Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of May
15, 1997. (Incorporated by reference to Exhibit 4.1 of Veritas DGC Inc.'s Current Report on Form 8-K
filed May 27, 1997).
5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed herewith.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of Price Waterhouse, Chartered Accountants.
23.3* Consent of Deloitte & Touche LLP.
23.4* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion)
24.1* Power of Attorney (included on signature page)
</TABLE>
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*Filed herewith
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<PAGE> 6
ITEM 9. UNDERTAKINGS
A. Undertaking to Update
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement to:
(i) include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information in the
Registration Statement; and
(iii) include any material information with respect to the
plan for distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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. Undertaking With Respect to Documents Incorporated by Reference
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 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
C. Undertaking With Respect to Indemnification
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 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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David B. Robson, Stephen J. Ludlow and
Anthony Tripodo, and each of them, either of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.
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 City of Houston, State of Texas on December 10,
1997.
VERITAS DGC INC.
By: /s/ DAVID B. ROBSON
-----------------------------------
David B. Robson
Chairman of the Board, Chief
Executive Officer and Director
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 10th day of December, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DAVID B. ROBSON Chairman of the Board,
- -------------------------------- Chief Executive Officer and Director
David B. Robson
/s/ STEPHEN J. LUDLOW President,
- -------------------------------- Chief Operating Officer and Director
Stephen J. Ludlow
/s/ LAWRENCE C. FICHTNER Executive Vice President,
- -------------------------------- Corporate Communications and Director
Lawrence C. Fichtner
/s/ ANTHONY TRIPODO Executive Vice President,
- -------------------------------- Chief Financial Officer and Treasurer (principal
Anthony Tripodo financial and accounting officer)
Director
- --------------------------------
Clayton P. Cormier
/s/ RALPH M. EESON Director
- --------------------------------
Ralph M. Eeson
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Director
- --------------------------------
James R. Gibbs
Director
- --------------------------------
Steven J. Gilbert
/s/ BRIAN F. MACNEILL Director
- --------------------------------
Brian F. MacNeill
/s/ DOUGLAS B. THOMPSON Director
- --------------------------------
Douglas B. Thompson
Director
- --------------------------------
Jack C. Threet
</TABLE>
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<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
-----------
NO.
---------
<S> <C>
4.1* Second Amended and Restated 1992 Employee Nonqualified Stock Option Plan
4.2* Amended and Restated 1992 Non-Employee Director Stock Option Plan
4.3 Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated August 30,
1996. (Incorporated by reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report on
Form 8-K dated September 16, 1996)
4.4 Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Incorporated by
reference to Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November
12, 1991)
4.5 By-laws of New Digicon Inc. dated June 24, 1991. (Incorporated by reference to Exhibit 3-
C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991)
4.6 Specimen Veritas DGC Inc. Common Stock certificate. (Incorporated by reference to Exhibit
4-C to Veritas DGC Inc.'s Annual Report on Form 10-K for the year ended July 31, 1996).
4.7 Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C.
dated as of May 15, 1997. (Incorporated by reference to Exhibit 4.1 of Veritas DGC Inc.'s
Current Report on Form 8-K filed May 27, 1997)
5.1* Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities filed
herewith.
23.1* Consent of Price Waterhouse L.L.P.
23.2* Consent of Price Waterhouse, Chartered Accountants.
23.3* Consent of Deloitte & Touche LLP.
23.4* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion)
24.1* Power of Attorney (included on signature page)
</TABLE>
- ------------------
*Filed herewith.
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<PAGE> 1
EXHIBIT 4.1
VERITAS DGC INC.
SECOND AMENDED AND RESTATED
1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
1. PURPOSE.
The purpose of this 1992 Employee Nonqualified Stock Option Plan (the
"Plan") of Veritas DGC Inc. (the "Company") (formerly known as Digicon Inc.) is
to provide officers and other key employees with a continuing proprietary
interest in the Company. The Plan is intended to advance the interests of the
Company by enabling it (i) to increase the interest in the Company's welfare of
those members of management who share the primary responsibility for the
management, growth, and protection of the business of the Company, (ii) to
furnish an incentive to such persons to continue their services to the Company,
(iii) to provide a means through which the Company may continue to induce able
management personnel to enter its employ, and (iv) to provide a means through
which the Company may effectively compete with other organizations offering
similar incentive benefits in obtaining and retaining the services of competent
management personnel.
2. STOCK SUBJECT TO THE PLAN.
The Company may grant from time to time options to purchase shares of
the Company's authorized but unissued common stock, par value $.01 per share,
or treasury shares of the common stock. Subject to adjustment as provided in
Section 11 hereof, the aggregate number of shares which may be issued or
covered by options pursuant to the Plan is 2,200,000 shares, as adjusted for
the one for three reverse stock split effective January 17, 1995. Shares of
common stock applicable to options which have expired unexercised or terminated
for any reason may again be subject to an option or options under the Plan.
3. ADMINISTRATION.
(a) The Plan shall be administered by the Compensation Committee
of the Company's board of directors (the "Committee"). The board of directors
may, from time to time, remove members from or add members to the Committee.
Vacancies in the Committee, however caused, shall be filled by the board of
directors. No member of the Committee shall be eligible to receive options
under the Plan. The Committee shall select one of its members chairman and
shall hold meetings at such times and places as it may determine. The
Committee may appoint a secretary and, subject to the provisions of the Plan
and to policies determined by the board of directors, may make such rules and
regulations for the conduct of its business as it shall deem advisable. A
majority of the Committee shall constitute a quorum. All action of the
Committee shall be taken by a majority of its members. Any action may be taken
by a written instrument signed by a majority of the members, and action so
taken shall be fully as effective as if it had been taken by a vote of the
majority of the members at a meeting duly called and held.
(b) Subject to the express terms and conditions of the Plan, the
Committee shall have full power to construe or interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it and to make
all other determinations necessary or advisable for its administration.
<PAGE> 2
(c) Subject to the provisions of Sections 4 and 5 hereof, the
Committee may, from time to time, determine which employees of the Company or
subsidiary corporations shall be granted options under the Plan, the number of
shares subject to each option, and the time or times at which options shall be
granted.
(d) The Committee shall report to the board of directors the names
of employees granted options, and the number of option shares subject to, and
the terms and conditions of, each option.
(e) No member of the board of directors or of the Committee shall
be liable for any action or determination made in good faith with respect to
the Plan or any option.
4. ELIGIBILITY.
Only full-time salaried officers and other key personnel of the
Company and of its majority-owned subsidiaries shall be eligible to participate
in the Plan. In determining the employees to whom options shall be granted and
the number of shares to be covered by each option, the Committee may take into
account the nature of the services rendered by the respective employees, their
present and potential contributions to the success of the Company, and such
other factors as the Committee in its discretion shall deem relevant. The
Company shall effect the granting of options under the Plan in accordance with
the determination made by the Committee.
5. PRICE OF OPTIONS.
The option price per share shall be not less than the lesser of (i)
fair market value of the common stock on the date the option is granted or (ii)
the average fair market value for the common stock during the thirty trading
days ending on the trading day next preceding the date the option is granted.
Fair market value on any day shall be deemed to be the last reported sale price
of the common stock on the principal stock exchange on which the Company's
common stock is traded on that date. If no trading occurred on such date, or,
if at the time the common stock shall not be listed for trading, fair market
value shall be deemed to be the mean between the quoted bid and asked prices
for the common stock on such exchange or in the over-the-counter market, as the
case may be, on that date.
6. TERM OF OPTION.
No option shall be exercisable after the expiration of ten years from
the date the option is granted.
7. EXERCISE OF OPTIONS.
(a) General. Except as provided below, each option may be
exercised at such times and in such amounts as the Committee in its discretion
may provide. No option may be exercised prior to six months from the date of
grant.
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<PAGE> 3
(b) Manner of Exercising Options. Shares of common stock
purchased under options shall at the time of purchase be paid for in full. To
the extent that the right to purchase shares has accrued hereunder, options may
be exercised from time to time by written notice to the Company stating the
full number of shares with respect to which the option is being exercised, and
the time of delivery thereof, which shall be at least 15 days after the giving
of such notice unless an earlier date shall have been mutually agreed upon. At
such time, the Company shall, without transfer or issue tax to the optionee (or
other person entitled to exercise the option) deliver to the optionee (or to
such other person) at the principal office of the Company, or such other place
as shall be mutually acceptable, a certificate or certificates for such shares
against prior payment of the option price in full on the date of notice of
exercise for the number of shares to be delivered by certified or official bank
check or the equivalent thereof acceptable to the Company; provided, however,
that the time of such issuance and delivery may be postponed by the Company for
such period as may be required for it with reasonable diligence to comply with
any requirements of law, the listing requirements of the New York Stock
Exchange or any other exchange on which the common stock may then be listed.
If the optionee (or other person entitled to exercise the option) fails to pay
for all or any part of the number of shares specified in such notice or to
accept delivery of such shares upon tender of delivery thereof, the right to
exercise the option with respect to such undelivered shares shall be
terminated.
8. NON-ASSIGNABILITY OF OPTION RIGHTS.
No option granted under the Plan shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution. During the
lifetime of an optionee, the option shall be exercisable only by him.
9. TERMINATION OF EMPLOYMENT.
Except as otherwise provided in this paragraph, options shall
terminate 90 days following the termination of the optionee's employment with
the Company for any reason, but shall be exercisable following termination only
to the extent that the option had become vested on the termination date. In
the event that the optionee retires from the Company (at or after normal
retirement age) the optionee shall have the right, subject to the provisions of
Section 6, to exercise his option at any time within one year after such
termination, to the extent that such option had become vested on the
termination date. If, however, the optionee shall die in the employment of the
Company, then for the lesser of the maximum period during which such option
might have been exercisable or one year after the date of death, his estate,
personal representative, or beneficiary shall have the same right to exercise
the option of such employee as he would have had if he had survived and
remained in the employment of the Company. For purposes of this Section 9,
employment by any majority-owned subsidiary corporation of the Company shall be
deemed employment by the Company.
In the discretion of the Committee, a leave of absence approved in
writing by the board of directors of the Company shall not be deemed a
termination of employment; however, no option may be exercised during such
leave of absence.
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<PAGE> 4
10. CHANGE OF CONTROL.
Subject to the provisions of Section 17 hereof as to VES Options (as
defined in Section 17), with respect to options granted prior to March 11,
1997, if, at any time, a person, entity or group (including, in each case, all
other persons, entities or groups controlling, controlled by, or under common
control with or acting in concert or concurrently with, such person, entity or
group) shall hold, purchase or acquire beneficial ownership of (including,
without limitation, power to vote) 50% or more of the then outstanding shares
of the Company's common stock (a "Change in Control"), any portion of such
options which have not yet become exercisable shall thereupon become
immediately exercisable, and, except with respect to the limitations set forth
in Section 6 hereof, the limitations set forth above as to the earliest date at
which an option may be exercised shall thereupon become null and void and of no
further effect whatsoever. With respect to options granted on or after March
11, 1997, if a Change in Control occurs, then the Committee may, in its sole
discretion, declare that all or any portion of the options which have not yet
become exercisable shall thereupon become immediately exercisable, and, except
with respect to the limitations set forth in Section 6 hereof, upon such a
declaration, the limitations set forth above as to the earliest date at which
an option may be exercised shall thereupon become null and void and of no
further effect whatsoever with respect to the options subject to such
declaration. In addition, the Committee may, in its sole discretion, provide
in any option agreement relating to a grant of options on or after March 11,
1997 pursuant to the Plan that, upon such a Change in Control, all or any
portion of the options subject to said option agreement which have not yet
become exercisable shall thereupon become immediately exercisable.
11. ADJUSTMENT OF OPTIONS ON RECAPITALIZATION OR REORGANIZATION.
The aggregate number of shares of common stock on which options may be
granted to persons participating under the Plan, the aggregate number of shares
of common stock on which options may be granted to any one such person, the
number of shares thereof covered by each outstanding option, and the price per
share thereof in each such option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of common stock of the
Company resulting from the subdivision or combination of shares or other
capital adjustments, or the payment of a stock dividend after the effective
date of this Plan, or other increase or decrease in such shares effected
without receipt of consideration by the Company; provided, however, that no
adjustment shall be made unless the aggregate effect of all such increases and
decreases occurring in any one fiscal year after the effective date of this
Plan will increase or decrease the number of issued shares of common stock of
the Company by 5% or more; and, provided, further, that any options to purchase
fractional shares resulting from any such adjustment shall be eliminated.
Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation,
any option granted hereunder shall pertain to and apply to the securities to
which a holder of the number of shares of common stock subject to option would
have been entitled had such option been exercised immediately preceding such
merger or consolidation; but a dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, shall cause every option outstanding hereunder to terminate,
except that the surviving or resulting corporation may, in its
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<PAGE> 5
absolute and uncontrolled discretion, tender an option or options to purchase
its shares on its terms and conditions, both as to the number of shares and
otherwise.
Adjustments under this Section shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
12. AGREEMENTS BY OPTIONEE.
Each individual optionee shall agree:
(a) if requested by the Company, at the time of exercise of any
option, to execute an agreement stating that he is purchasing the shares
subject to option for investment purposes and not with a view to the resale or
distribution thereof;
(b) to authorize the Company to withhold from his gross pay any
tax which it believes is required to be withheld with respect to any benefit
under the Plan, and to hold as security for the amount to be withheld any
property otherwise distributable to the optionee under the Plan until the
amounts required to be withheld have been so withheld.
13. RIGHTS AS A SHAREHOLDER.
The optionee shall have no rights as a stockholder with respect to any
shares of common stock of the Company held under option until the date of
issuance of the stock certificates to him for such shares.
14. EFFECTIVE DATE.
The Plan was effective as of September 1, 1992, upon approval by the
holders of a majority of the shares of outstanding capital stock present at the
December 17, 1992 annual meeting of the Company's stockholders. The Plan was
amended by the board of directors on August 29, 1997, and amended and restated
by the board of directors on March 10, 1997.
15. AMENDMENTS.
(a) The board of directors may, from time to time, alter, suspend
or terminate the Plan, or alter or amend any and all option agreements granted
thereunder but only for one or more of the following purposes:
(1) to modify the administrative provisions of the Plan
or options; or
(2) to make any other amendment which does not materially
alter the intent or benefits of the Plan.
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<PAGE> 6
(b) It is expressly provided that no such action of the board of
directors may, without the approval of the stockholders, alter the provisions
of the Plan or option agreements granted thereunder so as to:
(1) increase the maximum number of shares as to which
options may be granted under the Plan either to all persons
participating in the Plan or to any one such person;
(2) decrease the option price applicable to any options
granted under the Plan, provided, however, that the provisions of this
clause (2) shall not prevent the granting, to any person holding an
option under the Plan, of additional options under the Plan
exercisable at a lower option price; or
(3) alter any outstanding option agreement to the
detriment of the optionee, without his consent.
16. EMPLOYMENT OBLIGATION.
The granting of any option under this Plan shall not impose upon the
Company any obligation whatsoever to employ or to continue to employ any
optionee, and the right of the Company to terminate the employment of any
officer or other employee shall not be diminished or affected by reason of the
fact that an option has been granted to him under the Plan.
17. VES OPTIONS.
In order to carry out the terms of (i) the Combination Agreement dated
May 10, 1996, between the Company and Veritas Energy Services Inc. ("VES")
which was approved by the Company's stockholders at a special meeting held on
August 20, 1996 and (ii) the Plan of Arrangement under Part 15 of the Business
Corporations Act (Alberta) relating to the combination of the Company and VES
which, pursuant to an interim order of the Court of Queen's Bench of Alberta
date July 18, 1996, was approved at special meetings of VES optionholders and
shareholders held August 20, 1996, this Plan shall include under its terms each
of the options (the "VES Options") outstanding on the Effective Date (as
defined in the Combination Agreement) (which includes all outstanding options
granted under VES' Stock Option Plan for Directors, Officers and Key Employees
(the "VES Option Plan")) without any further action on the part of any holder
thereof (each a "VES Optionholder"). Effective as of the Effective Time, each
VES Option will be exercisable to purchase that number of shares of the
Company's common stock determined by multiplying the number of VES common
shares (the "VES Common Shares") subject to such VES Option at the Effective
Time by the Exchange Ratio (as defined in the Combination Agreement), at an
exercise price per share of such VES Option immediately prior to the Effective
Time, divided by the Exchange Ratio. On the Effective Date (as defined in the
Combination Agreement), such option price shall be converted into a United
States dollar equivalent based on the noon spot rate of exchange of the Bank of
Canada on such date. If the foregoing calculation results in an exchanged VES
Option being exercisable for a fractional share of the Company's common stock,
then the number of shares of the Company's common stock subject to such option
will be rounded down to the nearest whole number of shares and the total
exercise price for the option will be reduced by the
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<PAGE> 7
exercise price of the fractional share. The term, exercisability, vesting
schedule and all other terms and conditions of the VES Options will otherwise
be unchanged and shall operate in accordance with their terms, notwithstanding
anything to the contrary contained herein.
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<PAGE> 1
EXHIBIT 4.2
VERITAS DGC INC.
(FORMERLY DIGICON INC.)
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED AND RESTATED FEBRUARY 17, 1997)
1. Purpose of the Plan. The purpose of the Veritas DGC Inc. 1992
Non-Employee Director Stock Option Plan ("Plan") is to attract the services of
experienced and knowledgeable non-employee directors and provide an opportunity
for ownership by such non-employee directors of the common stock, $.01 par
value ("Common Stock"), of Veritas DGC Inc., a Delaware corporation
("Company").
2. Administration of the Plan. The Plan shall be administered by
the Board of Directors of the Company or any committee duly appointed thereby
("Board"). Subject to the terms of the Plan, the Board shall have the power to
interpret the provisions and supervise the administration of the Plan. All
decisions made by the Board pursuant to the provisions of the Plan shall be
made by a majority of its members at a duly held regular or special meeting or
by written consent in lieu of any such meeting.
3. Stock Reserved for the Plan. The maximum number of shares of
Common Stock which may at any time be subject to outstanding options issued
under the Plan is 600,000. The Company shall reserve for issuance pursuant to
the Plan such number of shares of Common Stock as may from time to time be
subject to options granted pursuant to the Plan. Should any option expire or
be canceled prior to its exercise in full, the shares theretofore subject to
such option may again be made subject to an option under the Plan.
4. Grant of Options. Each director of the Company who is not
otherwise an employee of the Company or any of the Company's subsidiaries (as
defined in Section 425(f) of the Internal Revenue Code of 1986, as amended)
(hereinafter referred to as an "Eligible Director") and who is a member of the
Board after December 31, 1996 (the "Effective Date") shall be granted on each
Date of Grant (as defined below) (provided that on such Date of Grant such
Eligible Director is a member of the Board) one option to acquire 10,000 shares
of Common Stock (the "Option"). The exercise price per share of Common Stock
of the Option granted to an Eligible Director shall be the Fair Market Value of
the Common Stock on the Date of Grant.
Special Provision for Newly-Elected Directors. In the case of a
director who is initially elected or appointed to the Board between Dates of
Grant, the Board may in its discretion grant an option to such newly elected or
appointed director for a number of shares of Common Stock not to exceed 10,000;
provided that any such option shall have an exercise price of at least equal to
the fair market value of the Common Stock on its date of grant.
For the purposes of this paragraph 4, the following terms shall have
the following meanings:
<PAGE> 2
(x) "Date of Grant" means March 11, 1997, and thereafter the date
of the first meeting of the Board in each odd numbered year
after the Effective Date on which an Eligible Director is a
member of the Board.
(y) "Fair Market Value" of a share of Common Stock on any date
shall be (i) the closing sales price on the Date of Grant of a
share of Common Stock as reported on the principal securities
exchange on which shares of the Common Stock have been listed
or admitted to trading or (ii) if not so reported, the average
of the average closing bid and asked prices for a share of
Common Stock on the Date of Grant as quoted on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ") or (iii) if not quoted on the NASDAQ, the average
of the average closing bid and asked prices for a share of
Common Stock on the Date of Grant as quoted by the National
Association of Securities Dealers' OTC Bulletin Board System.
If the price of a share of Common Stock shall not be so
reported, the Fair Market Value of a share of Common Stock
shall be determined by the Board in its absolute discretion.
5. Option Agreement. Each Option granted under the Plan shall be
evidenced by an agreement, in a form approved by the Board, which shall be
subject to the terms and conditions of the Plan. Any agreement may contain
such other terms, provisions and conditions as may be determined by the Board
and that are not inconsistent with the Plan.
6. Term of Options. Each Option granted will be exercisable as
to 25% of the shares of Common Stock covered by such Option at any time after
the first anniversary of the Date of Grant and as to an additional 25% on each
anniversary thereafter until the fourth anniversary of the Date of Grant,
following which the Option will be exercisable in full; provided, however, that
no Option shall be exercisable after the expiration of ten years from the Date
of Grant; and, provided further, that each Option shall be subject to earlier
termination, expiration or cancellation as provided in the Plan.
7. Procedure for Exercise. Options shall be exercised by written
notice to the Company setting forth the number of shares of Common Stock with
respect to which the Option is to be exercised and specifying the address to
which the certificates for such shares are to be mailed. Such notice shall be
accompanied by cash or certified check, bank draft, or postal or express money
order payable to the order of the Company in an amount equal to the product
obtained by multiplying the Option exercise price times the number of shares of
the Common Stock with respect to which the Option is then being exercised. As
promptly as practicable after receipt of such written notification and payment,
the Company shall deliver to the optionee a certificate or certificates for the
number of shares with respect to which such Option has been so exercised,
issued in the optionee's name; provided, however, that such delivery shall be
deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited such certificates in the United States mail, addressed to
the optionee, at the address specified pursuant to this paragraph 7.
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<PAGE> 3
8. Assignability. An Option shall not be assignable or otherwise
transferable except by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order ("QDRO") as defined by the
Internal Revenue Code of 1986, as amended, and the rules and regulations in
effect from time to time thereunder and Title I of the Employee Retirement
Income Security Act, as amended, and the rules and regulations in effect from
time to time thereunder. During an optionee's lifetime an Option shall be
exercisable only by the optionee.
9. Effect of Termination.
(i) In the event of the death of an optionee, the Options
granted to him may be exercised (to the extent he would have been entitled to
do so at the date of his death) at any time and from time to time by the
executor or administrator of his estate or by the person or persons to whom his
rights under the Options shall pass by will or the laws of descent and
distribution, but in no event may the Option be exercised after the earlier of
(i) one year from the optionee's death or (ii) its expiration.
(ii) If an optionee ceases to be a director of the
Company, the Options granted to him may be exercised (to the extent he would
have been entitled to do so at the date that he ceases to be a director) at any
time and from time to time thereafter prior to the earlier of (i) one year from
the optionee's cessation of service as a director or (ii) expiration of the
Option.
(iii) No transfer of an Option by an optionee by will or by
the laws of descent and distribution or pursuant to a QDRO shall be effective
to bind the Company unless the Company shall have been furnished with written
notice of the same and an authenticated copy of the will, the QDRO and such
other evidence as the Board may deem necessary to establish the validity of the
transfer and the acceptance of the transferee or transferees of the terms and
conditions of such Option and the terms and provisions of the Plan.
10. No Rights as Stockholder. No optionee shall have any rights
as a stockholder with respect to shares covered by an Option until the date of
issuance of a stock certificate or certificates for such shares of Common
Stock.
11. Extraordinary Corporate Transactions. New options may be
substituted for the Options granted under the Plan, or the Company's duties as
to Options outstanding under the Plan may be assumed, by a corporation other
than the Company, or by a parent or subsidiary of the Company, or such
corporation, in connection with any merger, consolidation, acquisition,
separation, reorganization, liquidation or like occurrence in which the Company
is involved. Notwithstanding the foregoing or the provisions of paragraph 15
hereof, in the event such corporation, or parent or subsidiary of the Company
or such corporation, does not substitute new Options for, and substantially
equivalent to, the Options granted hereunder, or assume the Options granted
hereunder, the Options granted hereunder shall be canceled, immediately prior
to the effective date of such event, and, in full consideration of such
cancellation, and the optionee to whom the Option was granted shall be paid an
amount in cash equal to the excess of (i) the value, as determined by the
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<PAGE> 4
Board in its absolute discretion, of the property (including cash) received by
the holder of a share of Common Stock as a result of such event less (ii) the
exercise price of the Option.
12. Change of Control. If, at any time, a person, entity or group
(including, in each case, all other persons, entities or groups controlling,
controlled by, or under common control with or acting in concert or
concurrently with, such person, entity or group) shall hold, purchase or
acquire beneficial ownership (including without limitation power to vote) of
50% or more of the then outstanding shares of the Company's Common Stock, then
any portion of the Options which have not yet become exercisable shall
thereupon become immediately exercisable, and, except with respect to the
limitations set forth in paragraph 6 hereof, the limitations set forth above as
to the earliest date at which an option may be exercised shall thereupon become
null and void and of no further effect whatsoever.
13. Investment Representation. Each option agreement shall
contain an agreement that, upon demand by the Board for such a representation,
the optionee (or any person acting under paragraph (9(i)) shall deliver to the
Company at the time of any exercise of an option a written representation that
the shares to be acquired upon such exercise are to be acquired for investment
and not for resale or with a view to the distribution thereof or such other
representation as the Board deems advisable. Upon such demand, delivery of
such representation, prior to the delivery of any shares issued upon exercise
of an Option and prior to the expiration of the option period, shall be a
condition precedent to the right of the optionee or such other person to
purchase any shares.
14. Amendments or Termination. The Board may amend, alter or
discontinue the Plan; provided, however, that, without the approval of the
Company's stockholders, no amendment shall (i) increase the number of shares
subject to the Plan; (ii) modify the requirements as to eligibility for
participation in the Plan; or (iii) modify the number or time at which Options
may be granted.
15. Changes in Company's Capital Structure. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issuance of Common Stock or any bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of its assets or business, or any reorganization or other
corporate act or proceeding, whether of a similar character or otherwise;
provided, however, that if the outstanding shares of Common Stock of the
Company shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, or recapitalization, the number
and kind of shares then subject to any outstanding Option shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares without changing the aggregate option price of any outstanding
Option.
16. Compliance with Other Laws and Regulations. The Plan, the
grant and exercise of Options thereunder, and the obligation of the Company to
sell and deliver shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals
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<PAGE> 5
by any governmental or regulatory agency or national securities exchange as may
be required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body or national securities exchange
which the Company shall, in its sole discretion, determine to be necessary or
advisable.
17. Effective Date and Term of the Plan. The Plan was adopted by
the Board of Directors on October 29, 1992, and approved by the stockholders of
the Company at the annual meeting on December 17, 1992, and amended and
restated by the Board on February 17, 1997.
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<PAGE> 1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
December 10, 1997
Veritas DGC Inc. EXHIBIT 5.1
3701 Kirby Drive, Suite 112
Houston, Texas 77098
Re: VERITAS DGC INC. REGISTRATION STATEMENT ON FORM S-8;
SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED
STOCK OPTION PLAN AND THE AMENDED AND RESTATED 1992
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Gentlemen:
We have acted as counsel to Veritas DGC Inc., a Delaware corporation
(the "Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 1,041,667 and 400,000 shares
(collectively, the "Shares") of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable pursuant to the Company's Second Amended
and Restated Employee Nonqualified Stock Option Plan (the "Employee Plan") and
the Company's Amended and Restated 1992 Non-Employee Director Stock Option Plan
(the "Director Plan"), respectively.
We have examined the Employee Plan and the Director Plan and such
corporate records, documents, instruments and certificates of the Company, and
have reviewed such questions of law as we have deemed necessary, relevant or
appropriate to enable us to render the opinion expressed herein. In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of any
documents submitted to us as copies to their respective originals. As to
certain questions of fact material to this opinion, we have relied without
independent investigation upon statements or certificates of public officials
and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares will, upon issuance and delivery as contemplated by the Employee Plan and
the Director Plan, be validly issued, fully paid and nonassessable outstanding
shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is conditioned upon the Registration Statement being
declared effective and upon compliance by the Company with all applicable
provisions of the Securities Act of 1933, as amended, and such state securities
rules, regulations and laws as may be applicable.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1997, which appears on
page 16 of the Veritas DGC Inc. Annual Report on Form 10-K for the year ended
July 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
December 5, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 20, 1996, which appears on
page 18 of the Veritas DGC Inc. Annual Report on Form 10-K for the year ended
July 31, 1997.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Chartered Accountants
December 5, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated October 10, 1996, on the consolidated balance
sheet of Veritas DGC Inc. and subsidiaries (the "Company") as of July 31, 1996,
and the related consolidated statements of income, cash flows and changes in
stockholder' equity for each of the two years in the period ended July 31, 1996,
appearing in the Company's Annual Report on Form 10-K for the year ended July
31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
December 5, 1997
