<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1998.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
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
VERITAS DGC INC. RESTRICTED STOCK GRANT AGREEMENTS
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Maximum Aggregate
Amount to Offering Offering Price Amount of
Title of Securities to be Registered be Registered Price per Share (1) (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per share 23,025 shs. $55.00 $1,266,375.00 $373.58
===============================================================================================================
</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 Plans.
(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 March 26, 1998, which was $55.00. 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.
THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND POST-EFFECTIVE
AMENDMENT NO. 2 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-09679, WHICH
RELATE TO AN AGGREGATE OF 2,800,000 SHARES OF COMMON STOCK. THE $22,029.51
AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 2,800,000 SHARES OF COMMON
STOCK PREVIOUSLY REGISTERED HAS BEEN 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, the Amended and Restated 1992 Non-Employee Director Stock Option Plan and
Restricted Stock Grant Agreements, 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
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<PAGE> 3
provisions, as set forth in the resolutions adopted by the Board of
Directors providing for the issuance of such stock and 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
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<PAGE> 4
power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights 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
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<PAGE> 5
settlement, actually and reasonably incurred in connection with such other
proceeding, as well as to expenses (including attorneys' fees).
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 (Incorporated by reference to
Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997).
4.2 Amended and Restated 1992 Non-Employee Director Stock Option Plan (Incorporated by reference to
Exhibit 4.2 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated December 10, 1997).
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).
4.8* Form of Restricted Stock Grant Agreement.
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.
</TABLE>
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<TABLE>
<S> <C>
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
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
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<PAGE> 7
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.
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 March 30, 1998.
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 30th day of March, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DAVID B. ROBSON
- ------------------------------------------- Chairman of the Board,
David B. Robson Chief Executive Officer and Director
/s/ STEPHEN J. LUDLOW
- ------------------------------------------- President,
Stephen J. Ludlow Chief Operating Officer and Director
/s/ LAWRENCE C. FICHTNER
- ------------------------------------------- Executive Vice President,
Lawrence C. Fichtner Corporate Communications and Director
/s/ ANTHONY TRIPODO
- ------------------------------------------- Executive Vice President,
Anthony Tripodo Chief Financial Officer and Treasurer (principal
financial and accounting officer)
- ------------------------------------------- Director
Clayton P. Cormier
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
- ------------------------------------------- Director
Ralph M. Eeson
/s/ JAMES R. GIBBS
- ------------------------------------------- Director
James R. Gibbs
- ------------------------------------------- Director
Steven J. Gilbert
/s/ BRIAN F. MACNEILL
- ------------------------------------------- Director
Brian F. MacNeill
- ------------------------------------------- Director
Douglas B. Thompson
/s/ JACK C. THREET
- ------------------------------------------- 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 (Incorporated by
reference to Exhibit 4.1 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated
December 10, 1997).
4.2 Amended and Restated 1992 Non-Employee Director Stock Option Plan (Incorporated by
reference to Exhibit 4.2 to Veritas DGC Inc.'s Registration Statement No. 333-41829, dated
December 10, 1997).
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)
4.8* Form of Restricted Stock Agreement.
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 4.8
FORM OF
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of the
[Day] day of [Month, Year], between Veritas DGC Inc., a Delaware corporation
(the "Employer"), and [__________________], an individual residing in Harris
County, Texas ("Employee").
RECITALS
WHEREAS, Employee is employed by Employer.
WHEREAS, Employer and Employee desire that shares of stock of Employer
be issued to Employee, subject to this Agreement, as additional compensation to
Employee for his employment with Employer.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, Employer and Employee agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
a. "Board" shall mean the board of directors of the
Company.
b. "Cause" shall have the meaning ascribed to such term
in the Employment Agreement.
c. "Disability" shall have the meaning ascribed to such
term in the Employment Agreement.
d. "Employment Agreement" shall mean that certain
Employment Agreement of even date herewith between Employer and
Employee.
e. "Forfeiture Restrictions" shall mean any prohibitions
and restrictions set forth herein with respect to the sale or other
disposition of shares of Stock issued to Employee hereunder and the
obligation to forfeit and surrender such shares to Employer.
f. "Good Reason" shall have the meaning ascribed to such
term in the Employment Agreement.
g. "Stock" shall mean the common stock of Employer, $.01
par value.
h. "Restricted Shares" shall mean shares of Stock that
are subject to the Forfeiture Restrictions.
<PAGE> 2
2. Restricted Shares. The Employee agrees to accept the
Restricted Shares when issued and agrees with respect thereto as follows:
a. On the date of this Agreement, Employer shall cause
to be issued in Employee's name [______________] shares of Stock as
Restricted Shares. A certificate evidencing the Restricted Shares
shall be issued by Employer in Employee's name, pursuant to which
Employee shall have, except for the Forfeiture Restrictions, all of
the rights of a stockholder of Employer with respect to such
Restricted Shares, including, without limitation, the right to receive
any dividends or distributions allocable thereto. The certificate
shall be delivered upon issuance to the Secretary of Employer or to
such other depository as may be designated by the Board as a
depository for safekeeping until the forfeiture of such Restricted
Shares occurs or the Forfeiture Restrictions lapse. On the date of
this Agreement, Employee shall deliver to Employer stock powers,
endorsed in blank, relating to the Restricted Shares. Upon the lapse
of the Forfeiture Restrictions without forfeiture, Employer shall
cause a new certificate or certificates to be issued without legend in
the name of Employee in exchange for the certificate evidencing the
Restricted Shares.
b. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered
or disposed of to the extent then subject to the Forfeiture
Restrictions. Further, the Restricted Shares may not be sold or
otherwise disposed of in any manner which would constitute a violation
of any applicable federal or state securities laws. Employee also
agrees (i) that Employer may refuse to register the transfer of the
Restricted Shares on the stock transfer records of Employer if such
proposed transfer would in the opinion of counsel satisfactory to
Employer constitute a violation of any applicable securities law and
(ii) that Employer may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted
Shares. The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of the Restricted Shares.
Certificates representing the Restricted Shares shall be legended as
follows to reflect the Forfeiture Restrictions and to assure
compliance with any applicable federal or state securities laws:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THAT CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE
COMPANY AND [EMPLOYEE] DATED [DATE]. RESTRICTIONS ON THE
RIGHT TO OWN OR TRANSFER THE SHARES OF STOCK REPRESENTED BY
THIS CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO SAID RESTRICTED
STOCK AGREEMENT. A COPY OF THE RESTRICTED STOCK AGREEMENT IS
ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS
OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER
REQUESTING SUCH COPY.
-2-
<PAGE> 3
c. The Forfeiture Restrictions shall lapse as to the
Restricted Shares in accordance with the following schedule
provided that Employee has been continuously employed by
Employer from the effective date of this Agreement through the
lapse date:
Number of
Restricted Shares as to
Which Forfeiture
Lapse Date Restrictions Lapse
---------- ----------------------
Notwithstanding the foregoing provisions of this Section 2(c), in the
event Employee's employment with Employer is terminated prior to
[Date] (i) by Employer without Cause, (ii) by Employee for Good Reason
or (iii) due to the death or Disability of Employee, then all
remaining Forfeiture Restrictions shall immediately lapse.
d. The existence of the Restricted Shares shall not
affect in any way the right or power of Employer to make or authorize
any adjustment, recapitalization, reorganization or other change in
Employer's capital structure or its business, any merger or
consolidation of Employer, any issue of debt or equity securities, the
dissolution or liquidation of Employer or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any
other corporate act or proceeding. The prohibitions of Section 2(b)
hereof shall not apply to the transfer of Restricted Shares pursuant
to a plan of reorganization of Employer, but the stock, securities or
other property received in exchange therefor shall also become subject
to the Forfeiture Restrictions and provisions governing the lapsing of
such Forfeiture Restrictions applicable to the original Restricted
Shares for all purposes of this Agreement and the certificates
representing such stock, securities or other property shall be
legended to show such restrictions.
e. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income
to Employee for federal or state income tax purposes, Employee shall
deliver to Employer at the time of such receipt or lapse, as the case
may be, such amount of money as Employer may require to meet its
obligation under applicable tax laws or regulations, and, if such
Employee fails to do so, Employer is authorized to withhold from any
cash or stock remuneration then or thereafter payable to Employee any
tax required to be withheld by reason of such resulting compensation
income.
-3-
<PAGE> 4
3. Consideration. As consideration for the issuance of the
Restricted Shares, Employee shall pay Employer the par value of such Restricted
Shares.
4. Employment Relationship. For purposes of this Agreement,
Employee shall be considered to be in the employment of Employer as long as
Employee remains an employee of either Employer, any successor corporation or a
parent or subsidiary corporation (as defined in Section 424 of the Code) of
Employer or any successor corporation thereof. Any questions as to whether and
when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Board and its determination shall be
final.
5. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of Employer, Employee, any successors to Employer and all
persons lawfully claiming under the Employee.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all of
which taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Employer has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and the Employee has executed
this Agreement, all as of the date first above written.
EMPLOYER:
VERITAS DGC INC.
By:
------------------------------------
David B. Robson
Chairman of the Board and
Chief Executive Officer
EMPLOYEE:
---------------------------------------
[Employee Name]
-4-
<PAGE> 1
EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
March 30, 1998
Veritas DGC Inc.
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, A MENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN AND RESTRICTED STOCK GRANT AGREEMENTS
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, among other things, to an aggregate of 23,025
shares (the "Shares") of the Company's common stock, par value $.01 per share
(the "Common Stock"), issuable pursuant to Restricted Stock Grant Agreements
between the Company and five individuals as an employment inducement upon the
vesting thereof (collectively, the "Grant Plan").
We have examined the Grant 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 Grant 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
March 30, 1998
<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
March 30, 1998
<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
March 30, 1998
