<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1994
REGISTRATION NO. 33-45914
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
JACOBS ENGINEERING GROUP INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4081636
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
251 SOUTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
____________________
JACOBS ENGINEERING GROUP INC.
1981 EXECUTIVE INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
_____________________
JOHN W. PROSSER, JR.
251 SOUTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
(818) 449-2171
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES PURSUANT TO THE PLAN: THIS
REGISTRATION STATEMENT BECAME EFFECTIVE ON FEBRUARY 21, 1992 WITH SALES MADE
FROM THAT DAY FORWARD.
_____________________
PURSUANT TO RULE 429 THIS REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED
HEREIN ALSO RELATE TO THE INCENTIVE AWARDS REGISTERED BY THE ABOVE ISSUER ON
FORM S-8, FILE NO. 33-12856.
================================================================================
<PAGE>
JACOBS ENGINEERING GROUP INC.
---------------------
CROSS REFERENCE SHEET
PURSUANT TO RULE 404(C)
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
----------------------- ---------------------
<S> <C>
1. Plan Information (1) Cover page;
(a) General Plan Information (2) The Plan - Purpose;
- Termination, Amendment
or Discontinuance of the Plan;
Effect of Certain Capital
Changes on Incentive Awards
(3) Plan Not Subject to ERISA
(4) Incorporation of Certain
Documents by Reference;
The Plan - Administration
(b) Securities to Be Offered (1) Cover page
(2) Not applicable
(c) Employees who may Participate The Plan -
in the Plan Eligible Employees; Outside
Director Stock Options
(d) Purchase of Securities (1) The Plan - Forms of Incentive
Pursuant to the Plan and Awards under the Plan; Outside
Payment for Securities Director Stock Options
Offered
(2) The Plan - Payment of
Withholding Taxes; Outside
Director Stock Options
(3) Not applicable
(4) Not applicable
(5) The Plan - Administration
(6) Securities Subject to the Plan
(e) Resale Restrictions Not applicable
(f) Tax Effects of Plan Federal Income Tax Consequences;
Participation Outside Director Stock Options
(g) Investment of Funds Not applicable
(h) Withdrawal from the Plan; (1) Not applicable
Assignment of Interest (2) The Plan - Forms of Awards
Under the Plan; Outside
Director Stock Options
(i) Forfeitures and Penalties Not applicable
(j) Charges and Deductions Not applicable
and Liens Therefor
2. Registrant Information and Available Information;
Employee Plan Annual Information Incorporation of Certain
Documents by Reference
</TABLE>
<PAGE>
PROSPECTUS
JACOBS ENGINEERING GROUP INC.
2,601,855 Shares of Common Stock ($1.00 Par Value)
Under 1981 Executive Incentive Plan
--------------------------------
Offered as set forth herein
to directors and eligible employees of
JACOBS ENGINEERING GROUP INC.
and to eligible employees of certain subsidiaries
pursuant to the
JACOBS ENGINEERING GROUP INC.
1981 EXECUTIVE INCENTIVE PLAN
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFER MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 29, 1994
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
THE COMPANY....................................................... 4
AVAILABLE INFORMATION............................................. 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................... 4
THE PLAN.......................................................... 6
History....................................................... 6
Purpose....................................................... 6
Administration................................................ 6
Eligible Employees............................................ 7
Forms of Incentive Awards Under the Plan...................... 7
Termination, Amendment or Discontinuance of the Plan.......... 9
Effect of Certain Capital Changes on Incentive Awards......... 10
Payment of Withholding Taxes.................................. 10
FEDERAL INCOME TAX CONSEQUENCES................................... 11
Incentive Awards.............................................. 11
Nonqualified Stock Options.................................... 11
Incentive Stock Options....................................... 11
Stock Appreciation Rights..................................... 12
Restricted Stock.............................................. 12
Alternative Minimum Tax....................................... 12
Disallowed Investment Interest................................ 12
Disposition of Shares......................................... 12
Withholding Taxes............................................. 13
State Income Taxes............................................ 13
</TABLE>
2
<PAGE>
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Outside Director Stock Options................................ 13
OUTSIDE DIRECTOR STOCK OPTIONS.................................... 13
SECURITIES SUBJECT TO THE PLAN.................................... 15
INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING.................... 15
PLAN NOT SUBJECT TO ERISA......................................... 15
FEDERAL SECURITIES LAW ASPECTS.................................... 15
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.................... 17
EXPERTS........................................................... 17
LEGAL OPINIONS.................................................... 18
</TABLE>
3
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of
Delaware on January 8, 1987. On March 4, 1987, it succeeded by merger to
the business and assets of Jacobs Engineering Group Inc., a California
corporation that in 1974 had succeeded to a business commenced in 1947.
Unless the context otherwise requires, all references herein to the
"Company" are to both the Delaware corporation and its predecessors. The
executive offices of the Company are located at 251 South Lake Avenue,
Pasadena, California 91101, telephone (818) 449-2171.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place, 14th
Floor, New York, New York 10007. Copies of such materials can also be
obtained from the Public Reference Section of the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates and can
also be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10006.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information with respect to the Company and the securities
offered hereby, reference is made to the Registration Statement, including
the exhibits and financial statements and schedules filed therewith or
incorporated therein by reference. Statements contained in this Prospectus
as to the contents of any contract or other document are not necessarily
complete, and in each instance, reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement
or incorporated therein by reference, each statement being qualified in its
entirety by such references. The Registration Statement, including the
exhibits thereto, may be inspected without charge at the Commission's
principal office in Washington, D.C., and copies of any and all parts
thereof may be obtained from such office after payment of the fees
prescribed by the Commission.
--------------------------------
The Company furnishes to its stockholders and will furnish to
holders of options and other Incentive Awards under the Plan described in
this Prospectus annual reports containing audited financial statements
accompanied by the report of its independent auditors and quarterly reports
containing unaudited financial information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
of the Company heretofore filed with the Commission:
4
<PAGE>
(1) The Annual Report on Form 10-K of the Company for the year
ended September 30, 1993;
(2) The Quarterly Report on Form 10-Q of the Company for the
quarter ended December 31, 1993;
(3) The description of the Common Stock of the Company contained
in its Registration Statement on Form 8-A dated November 16, 1989; and
(4) The description of the Stock Purchase Rights of the Company
contained in its Registration Statement on Form 8-A dated December 21,
1990.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
From time to time, the Company may also update the information
contained in this Prospectus either by (i) preparing a Supplement to the
Prospectus setting forth such updated information, or (ii) setting forth
such updated information in the Company's Annual Report to Stockholders or
Proxy Statement, and such information shall be deemed to be incorporated by
reference herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained in any other subsequently filed document modifies or replaces such
statement. Any such statement so modified or superseded cannot be deemed to
constitute a part of the Prospectus, except as so modified or superseded.
Additional information concerning the Company is set forth in its
Annual Report to Stockholders. The Company has furnished or will furnish to
each employee to whom this Prospectus is sent or given a copy of the
Company's Annual Report to Stockholders for its most recent fiscal year.
The Company also will deliver to all employees participating in the Plan who
do not otherwise receive such material copies of all reports, proxy
statements and other communications distributed to stockholders generally.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all documents incorporated herein by reference, including
the Plan (other than exhibits to such documents). Such persons may obtain
copies of any of the documents referred to in this section of the Prospectus
from John W. Prosser, Jr., Senior Vice President, Finance and Administration
and Treasurer, Jacobs Engineering Group Inc., 251 South Lake Avenue,
Pasadena, California 91101, telephone (818) 449-2171.
5
<PAGE>
THE PLAN
HISTORY
The Jacobs Engineering Group Inc. 1981 Executive Incentive Plan
(the "Plan") was adopted by the Board of Directors of the Company on October
29, 1980 and was approved by the shareholders of the Company at the annual
meeting of shareholders on February 10, 1981. The effective date of the
Plan was October 29, 1980. On February 9, 1982 the shareholders of the
Company amended the Plan to permit the granting of incentive stock options
under the Plan. On February 14, 1989 the shareholders of the Company
extended the expiration date of the Plan from January 1, 1990 to January 1,
1999. On February 11, 1992 the shareholders increased the number of shares
available for issuance under the Plan to 1,995,000 shares. On March 25,
1993 the Board of Directors adopted resolutions approving the Outside
Director Stock Option provisions of the Plan. These were approved by the
shareholders at their annual meeting on February 8, 1994. On March 24,
1994, there were 2,591,455 shares reserved for issuance under the Plan, of
which 1,154,455 shares were subject to outstanding stock options. Of the
shares reserved for issuance, 100,000 shares were reserved for Outside
Director Stock Options, of which 24,000 shares were subject to outstanding
options.
As a result of these changes, the Plan now provides for two
separate categories of awards:
(a) The "Incentive Awards" ( as described below under "The Plan -
Forms of Incentive Awards Under the Plan") that may be granted only to
salaried employees of the Company, including salaried directors and
officers; and
(b) "Outside Director Stock Options" that may be granted only to
directors of the Company who are not salaried employees.
This Prospectus describes both categories of awards.
PURPOSE
The purpose of the Plan is to attract and retain, and to provide
an incentive for, the officers, directors and key employees of the Company
and its subsidiaries.
ADMINISTRATION
The Incentive Awards granted under the Plan are administered by
the Compensation and Benefits Committee of the Board of Directors of the
Company (the "Committee") consisting of three members appointed by the Board
of Directors of the Company. The Board of Directors may at any time remove
members from, or add members to, the Committee. The members of the
Committee receive no compensation from the Plan and may not receive awards
under the Plan, but they are compensated by the Company for their services
as members of the Committee. The Committee is authorized to approve grants
of Incentive Awards under the Plan, to interpret the Plan, to fix the forms
and terms of options or Incentive Awards and the time of issuance, and to
implement any provision of the Plan by appropriate rules and determinations.
The terms of Incentive Awards approved by the Committee need not be
identical. The Committee will, on request, send to each employee receiving
Incentive Awards under the Plan a report summarizing the amount and status
of outstanding Incentive Awards held by such employee.
6
<PAGE>
The names and positions with the Company of the present members of
the Committee are as follows: Robert M. Barton, Director and Secretary of
the Company; J. W. Simmons, Director of the Company; and James Clayburn
LaForce, Director of the Company.
The Committee has no authority over the Outside Director Stock
Option provisions of the Plan; grants of Outside Director Stock Options are
made automatically pursuant to a fixed formula included in the Outside
Director Stock Option provisions of the Plan in order to exempt such
provisions from Section 16(b) of the Securities Exchange Act of 1934, as
amended, pursuant to the provisions of Rule 16b-3 of the Securities Exchange
Commission thereunder. See "Federal Securities Law Aspects", below.
Additional information about the Plan and its administration may be obtained
from John W. Prosser, Jr. at the address and telephone number shown above.
ELIGIBLE EMPLOYEES
The Committee will determine from time to time those employees of
the Company and its subsidiaries who are to be granted Incentive Awards
under the Plan, the type of Incentive Award to be granted and the number of
shares of Common Stock to be subject to each award. Only salaried officers
or other salaried key employees of the Company and its subsidiaries are
eligible to receive Incentive Awards under the Plan. The Company estimates
that there are approximately 250 employees of the Company and its
subsidiaries eligible to receive Incentive Awards under the Plan. There are
presently 103 employees holding options under the Plan. No other type of
Incentive Award has been granted under the Plan. No employee is obligated
to accept any option or other form of award under the Plan or to exercise
any rights under any such option or other award.
FORMS OF INCENTIVE AWARDS UNDER THE PLAN
The Plan provides for four types of Incentive Awards ("Incentive
Awards"): (a) Nonqualified stock options; (b) incentive stock options; (c)
stock appreciation rights and (d) restricted stock. Each of these forms of
Incentive Award is discussed below.
1. Stock Options. Except as noted below, the terms upon which
-------------
nonqualified stock options and incentive stock options may be granted are
identical.
A nonqualified stock option grants the right to purchase Common
Stock of the Company at a price that may not be less than 85% of the fair
market value of the Common Stock on the date the option is granted. The
exercise price of an incentive stock option may not be less than 100% of the
fair market value of the Common Stock on the date of grant, and an incentive
stock must comply with certain additional requirements of Section 422 of the
Internal Revenue Code of 1986.
The terms and conditions of the options will be subject to and
evidenced by an agreement executed by the option holder. All such
agreements will require the optionee to remain in the employ of the Company
or a subsidiary for a period of at least one year following the date of the
grant of the option. A stock option will become exercisable in such amounts
and during such time periods as the Company may in its sole discretion
determine and provide in the option agreement. In no event, however, shall
a stock option be exercisable after the expiration of the tenth year
following the date on which the option is granted. Option holders should
refer to their option agreements to determine the dates during which their
options are exercisable.
7
<PAGE>
Options may not be transferred by the optionee other than by will
or the laws of descent and distribution.
Except as set forth in this Prospectus all options terminate when
an optionee ceases to be employed by the Company or a subsidiary. If an
optionee ceases to be an employee of the Company for any reason other than
termination for cause, then the options held by such optionee may thereafter
be exercised for no more than the number of shares for which the options may
be exercised on the date of such cessation of employment. If the optionee's
right to exercise survives cessation of employment, then, unless the cause
of such cessation is death or disability, as described in the next
paragraph, the options may be exercised until the earlier of the normal
expiration date of the option or a period of three months following the date
the optionee's employment ceases.
If an optionee is permanently and totally disabled or dies while
employed by the Company or during a period of time following the optionee's
retirement or termination when the option could be exercised, then the
option may be exercised (to the extent it is exercisable at the date of
retirement or disability) at any time until the earlier of the normal
expiration date of the option or one year following the date of disability
or death. If the optionee has died or if the optionee's disability makes it
impracticable for the optionee to exercise the option, then the optionee's
executor, trustee, conservator or other personal representative may exercise
the option.
If an optionee is dismissed for cause, of which the Committee will
be the sole judge, then all options held by such optionee shall immediately
terminate.
If the Committee determines that for the purpose of the Plan an
optionee who is on a leave of absence is to be considered as in the employ
of the Company, then the optionee may exercise the option as to the number
of shares for which it was exercisable at the commencement of the leave of
absence. A leave of absence does not extend the term of a stock option.
A person electing to exercise a stock option must give written
notice to the Company of such election and of the number of shares he has
elected to purchase and tender the full purchase price for such shares. The
purchase price must be paid in cash or its equivalent acceptable to the
Company. In the sole discretion of the Company, the purchase price may be
paid by the assignment and delivery to the Company of Common Stock of the
Company already owned by the option holder or a combination of cash and such
shares equal in value to the option exercise price. The shares surrendered
by the optionee will be valued for such purpose at their fair market value
on the date of exercise as determined by the Company.
2. Stock Appreciation Rights. The Company may grant employees
-------------------------
stock appreciation rights in conjunction with an option pursuant to which
the holder can elect to exercise the stock appreciation right and surrender
the related unexercised option in exchange for cash and/or shares in an
amount equivalent to the excess of the fair market value of the option
shares as of the date of exercise over the purchase price specified in the
option agreement for such shares. The Plan confers on the Company
discretion to make payment in shares or in cash with the intent that, in
most instances, payment will be made 50% in cash and 50% in Common Stock.
A stock appreciation right is exercisable only at the time or
times, and only to the extent, that the related option is exercisable. A
stock appreciation right is not transferable except to the extent that a
related option may be transferable.
8
<PAGE>
To the extent that options are exercised, any related stock
appreciation right will be proportionately reduced by the number of shares
equal to the number of shares with respect to which the options are
exercised.
3. Restricted Stock. The Company may award to an employee
----------------
"restricted stock" that cannot be sold, exchanged, donated, pledged,
hypothecated or otherwise transferred during the employee's lifetime or on
his death unless or until the restrictions on such transfer have lapsed.
These restrictions are referred to in the Plan as "Forfeiture Restrictions".
The Forfeiture Restrictions will lapse, thus allowing the holder
of restricted stock to sell or otherwise transfer his restricted stock, upon
the expiration of the period of time fixed by agreement with the employee
upon issuance of the restricted stock. However, the Forfeiture Restrictions
may not be removed sooner than as provided in the following schedule:
Stock Free of
Time From Date Forfeiture
of Grant Restrictions
-------------- ----------------
After first year........................ 20%
After second year....................... 40%
After third year........................ 60%
After fourth year....................... 80%
After fifth year........................ 100%
In the event of termination of the employee's employment with the
Company for any reason (including death, unless the Company in its sole
discretion decides to terminate the Forfeiture Restrictions following the
death of such employee), the employee is obligated, for no consideration, to
forfeit and surrender the restricted stock to the Company to the extent that
the restricted stock is still subject to the Forfeiture Restrictions.
In order to enforce the restrictions imposed upon the restricted
stock, certificates representing restricted stock may be appropriately
legended to reflect the Forfeiture Restrictions. In addition, the Company
may require any employee to enter into an escrow agreement that provides
that such certificates will remain in the physical custody of an escrow
holder until the Forfeiture Restrictions imposed on the restricted stock
expire or have been removed.
TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Plan terminates on January 1, 1999, and no Incentive Awards or
Outside Director Stock Options may be granted under the Plan after that
date, but such termination will not affect any Incentive Awards or Outside
Director Stock Options granted prior to that date that by their terms expire
after that date.
The Board of Directors of the Company may in its discretion amend,
suspend or terminate the Plan at any time. However, no amendment,
suspension or termination may alter, terminate, impair or adversely affect
any Incentive Awards or Outside Director Stock Options previously granted
under the Plan without the consent of the holder. In addition, the Board of
Directors may not amend the Outside Director Stock Option provisions of the
Plan more often than every six months other than to comport with
9
<PAGE>
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act or the rules and regulations thereunder.
EFFECT OF CERTAIN CAPITAL CHANGES ON INCENTIVE AWARDS
If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or new or different shares of
other securities are distributed with respect to such shares as a result of
a merger, consolidation, recapitalization or other reorganization, stock
dividend, stock split or similar distribution of securities of the Company,
then an appropriate and proportionate adjustment will be made in the
Incentive Awards that have been or may be granted under the Plan.
However, in the event of a dissolution or liquidation of the
Company or upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of all or substantially all of the
assets of the Company, all Incentive Awards then outstanding under the Plan
will be fully vested and exercisable and all Forfeiture Restrictions will be
removed unless provision is made in connection with the transaction for the
continuance of the Plan and the assumption or substitution for such
Incentive Awards of new Incentive Awards covering the stock of the successor
corporation (or a parent or subsidiary of that corporation) with appropriate
adjustment as to the number and kind of shares and prices.
If the employment with the Company of a holder of an Incentive
Award is terminated for any reason within three years following a "change in
control" of the Company, then all options and stock appreciation rights held
by him under the 1981 Plan will be fully vested and exercisable, and all
forfeiture provisions imposed on restricted stock will lapse. A "change in
control" means a change in control of such a nature that it would be
required to be reported to the United States Securities and Exchange
Commission, and in any event will be deemed to have occurred if (i) any
person is or becomes the beneficial owner, directly or indirectly, of
securities representing 25% or more of the combined voting power for
election of directors of the Company, (ii) during any period of two
consecutive years or less individuals who at the beginning of the period
constituted all of the members of the Board of Directors of the Company fail
to constitute at least a majority of the Board of Directors, unless the
election or nomination for election of each new director was approved by a
vote of at least two-thirds of the directors still in office who were
directors at the beginning of the period, (iii) the shareholders of the
Company approve any merger as a result of which the Common Stock would be
changed, converted or exchanged for the shares of another corporation, any
liquidation of the Company or any sale or other disposition of 50% or more
of the assets or earning power of the Company, or (iv) the shareholders of
the Company approve a merger as a result of which persons who were
shareholders of the Company immediately prior to the merger will have
beneficial ownership of less than 50% of the combined voting power for the
election of directors of the surviving corporation following the merger.
However, in no such event will a change in control be deemed to have
occurred if, prior to the occurrence of one of the events listed above that
would otherwise cause a change in control, the Board of Directors determines
that such event will not constitute a change in control.
PAYMENT OF WITHHOLDING TAXES
The Plan permits the use, in the sole discretion of the Company,
of shares of Common Stock of the Company to pay local, state, federal and
foreign withholding taxes due on the exercise of an option based upon the
closing price of the stock on the New York Stock Exchange on the date such
tax is due (the "Tax Date"), which is normally the date of exercise.
10
<PAGE>
Optionees may pay such taxes either by assigning shares of Common
Stock of the Company to the Company or by authorizing the Company to
withhold from the shares to be acquired upon such exercise shares of such
stock with a value on the Tax Date equal to the closing price on that date.
Directors and executive officers of the Company ("Insiders") who
are subject to the rules under Section 16 of the Securities Exchange Act of
1934 (See "Federal Securities Law Aspects", below) may elect to use stock to
pay withholding taxes only (a) during the ten day period commencing on the
third business day following the public release by the Company of its annual
or quarterly earnings and ending 12 business days after such date, or (b) by
making an irrevocable election to use stock to pay withholding taxes at any
time at least six months prior to the Tax Date. Such elections may be
revoked at any time by written notice to the Company, but take effect only
after six months from the date such notice is delivered. Exceptions may be
made for Insiders who die or become disabled and their estates.
In no event may the amount of withholding taxes to be satisfied
with Common Stock of the Company exceed an amount determined by the maximum
tax rate applicable to the optionee under applicable federal, state and
local income tax laws.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of federal income tax rules applicable to
Incentive Awards and Outside Director Stock Options under the Plan does not
purport to be complete. Holders of Incentive Awards, including holders of
stock options, should consult their tax advisers regarding the tax
consequences thereof, including the tax consequences of exercising stock
options and of disposing of shares acquired upon the exercise thereof.
INCENTIVE AWARDS
Nonqualified Stock Options. With respect to nonqualified stock
--------------------------
options the difference between the option price and the fair market value of
the Common Stock of the Company at the date the option is exercised is
taxable as ordinary income to the optionee and is deductible by the Company
for federal income tax purposes. Subject to restrictions concerning the
timing of purchases and sales of securities of the Company imposed by the
federal securities laws, the option holder may dispose of his stock at any
time. See "Federal Securities Law Aspects", below. The option holder's
holding period for such stock will run from the date the stock is issued.
Generally, when a holder of stock acquired upon exercise of a
nonqualified stock option sells such stock, his basis therein will be the
original purchase price plus the amount of ordinary income on which he was
taxed at the time of the exercise, and any gain or loss realized on such
basis will be capital gain or loss.
Incentive Stock Options. An optionee will not be taxed upon the
-----------------------
exercise of an incentive stock option, unless the alternative minimum tax,
discussed below, applies.
If the optionee holds the incentive stock option shares for a
period ending on the later of (i) one year from the date the shares are
transferred to the optionee upon exercise of the option, or (ii) two years
from the date the option is granted, then the optionee will recognize any
gain or loss (based on the difference between the purchase price of the
shares and the price received on their sale) on the sale of the shares as
capital gain or loss, and the Company will not be entitled to any federal
income tax deduction.
11
<PAGE>
However, a "disqualifying disposition" will occur if the optionee
disposes of the shares after two years from the date of the granting of the
incentive stock option, but within one year after the transfer of the shares
to him. In such case the optionee will realize ordinary income in an amount
equal to the difference between the exercise price and the value of the
shares at the time of exercise, even if the sales price is less than the
value of the shares at the time of exercise. The excess, if any, will be
capital gain. If the optionee disposes of the shares after holding them for
more than one year following the date of exercise but within two years after
the date the incentive stock option was granted to him (currently not
possible under the Plan), then any gain realized will be taxed as ordinary
income in the year of sale in an amount equal to the difference between the
exercise price and either the value of the shares at the time of exercise or
the sale price, whichever is less, and the excess, if any, of the sales
price over the value of the shares at the time of exercise will be treated
as capital gain if the optionee held such shares for more than one year
following exercise of the option. The Company will be entitled to a
deduction for federal income tax purposes in an amount equal to the ordinary
income, if any, recognized by the optionee upon disposition of the shares.
If an optionee exercises an incentive stock option and makes payment
therefor with shares of the Company, neither the optionee nor the Company
will recognize gain or loss at the time of exercise.
Stock Appreciation Rights. An employee receiving a stock
-------------------------
appreciation right in conjunction with an option under the Plan will not
realize any income upon receipt of the stock appreciation right, nor will
the Company be entitled to a deduction for federal income tax purposes in
the year of grant. Ordinary income will be realized by the holder at the
time the rights are exercised and the shares are transferred or the cash
paid to him. The amount of such income will be equal to the cash received
and/or the fair market value of shares received.
Restricted Stock. An employee receiving restricted stock under
----------------
the Plan will not realize any income upon receipt of the restricted stock,
nor will the Company be entitled to a deduction for federal income tax
purposes in the year the restricted stock is received by the employee.
Ordinary income will be realized by the holder at the time that the
restricted stock is vested in the employee and no longer subject to a
substantial risk of forfeiture - that is, at the time the Forfeiture
Restrictions have expired or are removed. The amount of such ordinary
income will be equal to the fair market value of the restricted stock on the
date that the Forfeiture Restrictions with respect to such shares have been
removed. If the employee recognizes such ordinary income, then the Company
will be entitled to a tax deduction in the same amount as such income.
Alternative Minimum Tax. The amount by which the fair market
-----------------------
value of stock acquired on the exercise of an incentive stock option exceeds
the option price constitutes an adjustment item for purposes of the
alternative minimum tax. For alternative minimum tax purposes, stock
acquired upon the exercise of an incentive stock option has a tax basis that
includes the incentive stock option preference.
Disallowed Investment Interest. When money is borrowed to
------------------------------
purchase shares by means of the exercise of stock options, interest paid on
the amount borrowed will be treated as investment interest. There are
limits on the amount of investment interest that is deductible.
Disposition of Shares. When an employee disposes of restricted
---------------------
stock or shares acquired pursuant to a stock appreciation right, any amount
received in excess of the basis of such shares will be treated as capital
gain. The employee's basis in the shares so acquired will be equal to any
amount paid for the shares plus the amount of any compensation includable in
his gross income by virtue of his receipt of the shares. If the amount
received is less than the basis of the shares, the loss will be treated as a
capital loss.
12
<PAGE>
Withholding Taxes. The Company may make any provision that it
-----------------
deems appropriate for the withholding of taxes required to be withheld under
any applicable federal, state or local law. The Company is required to
withhold when the employee recognizes ordinary income as described above.
See also the discussion of disqualifying dispositions under "Federal Income
Tax Consequences", above.
State Income Taxes. All optionees, including outside directors,
------------------
should also be aware that the consequences under applicable state income tax
laws may not be the same as under the federal income tax laws.
OUTSIDE DIRECTOR STOCK OPTIONS
Holders of Outside Director Stock Options will not recognize any
income upon the receipt of an Outside Director Stock Option, and the Company
will not be entitled to a deduction for federal income tax purposes in the
year of grant. Ordinary income will be realized by the holder at the time
the Outside Director Stock Option is exercised and the shares delivered to
the holder. The amount of such income will be the difference, if any,
between the option price and the Fair Market Value of the shares on the date
of exercise. The Company is not currently required to withhold any income
tax with respect to such income. The Company will be entitled to a
deduction at the same time and in the same amount as the ordinary income the
holder is deemed to have realized at the time of exercise. When the holder
of stock acquired upon the exercise of an Outside Director Stock Option
disposes of the shares, the difference between the sales price and the
holder's tax basis in such shares will be treated as long or short-term
capital gain or loss depending upon the holding period for the shares.
OUTSIDE DIRECTOR STOCK OPTIONS
Under the Outside Director Stock Option provisions of the Plan all
outside directors (directors who are not employed by the Company) in office
on April 1, 1993 or thereafter are automatically granted a nonqualified
stock option for 2,000 shares of common stock on the first day of the month
following the date of their election to office. The directors in office on
April 1, 1993 were automatically granted such options for 2,000 shares on
April 1, 1993. In addition, on March 1 of each year thereafter until the
Plan expires on January 1, 1999 all outside directors are automatically
granted additional Outside Director Stock Options for 1,000 shares each.
The amounts of these grants are fixed by the Plan and are not subject to
adjustment for stock dividends, stock splits or other similar changes in the
capitalization of the Company.
The option price of shares subject to Outside Director Stock
Options is the Fair Market Value of the shares on the date of grant. For
this purpose " Fair Market Value" means the greater of the average of the
closing prices of the common stock of the Company as reported in the
composite transaction reports of the New York Stock Exchange for the ten
trading days ending on the second trading day prior to the date of grant or
the closing price reported for the date of grant.
Outside Director Stock Options may not be exercised until one year
following the date they are granted, and no Outside Director Stock Option
may be exercised prior to August 9, 1994, the date six months following the
date on which the shareholders of the Company approved the Outside Director
Stock Option provisions of the Plan.
Outside Director Stock Options are exercisable in four successive
annual installments of 25% of each option commencing one year following the
date of grant and expire ten years following the date of grant unless sooner
exercised or terminated. No installment of an Outside Director Stock Option
13
<PAGE>
that has not become exercisable on the date on which the holder of the
option ceases to be a director of the Company for any reason will thereafter
become exercisable.
If the holder of an Outside Director Stock Option retires, resigns
or is replaced as a director for any reason other than death, retirement or
disability while holding such an option, then the option will expire on the
later of three months from retirement or one year following the date of
death if the holder dies within the three-month period. Otherwise the
option will expire one year from the date of death of the holder or, in the
case of disability, one year from the date upon which the holder resigns
from the Board by reason of such disability. If an Outside Director
retires, then the option will terminate one year from the date of
retirement, or one year from the date of death if the director dies during
the year following retirement. For this purpose "retirement" means a
director's resignation from the Board of Directors after having served for
at least five years as a director and having attained the age of 70 years.
Outside Director Stock Options may not be transferred other than
by will, the laws of descent and distribution or pursuant to a qualified
domestic relations order. After the death of the holder of an Outside
Director Stock Option the exercisable portion may be exercised by the
director's personal representative or any person empowered to do so during
the time periods stated above.
When exercising an Outside Director Stock Option the holder may
pay for the shares in cash or with shares of common stock of the Company
having a total Fair Market Value on the date of exercise equal to the total
option price of the shares being purchased.
Outside Director Stock Options are not subject to the Change of
Control provisions of the 1981 Plan. See "The Plan - Termination, Amendment
or Discontinuance of the Plan", above. However, upon the dissolution or
liquidation of the Company or upon a reorganization, merger or consolidation
of the Company with one or more other companies as a result of which the
Company is not the surviving corporation or upon the sale or substantially
all of the assets of the Company all Outside Director Stock Options then
outstanding become fully vested and exercisable unless provisions are made
in connection with such transaction for the continuation of the Outside
Director Stock Option provisions of the Plan or the assumption or
substitution of new options for stock of the successor corporation for the
old options by the successor corporation, with appropriate adjustments as to
the number and kind of shares and prices.
If the Outside Director Stock Option is exercised by anyone other
than the outside director to whom it was granted, then the Company may
request reasonable proof, satisfactory to it, of the authority of such
person to exercise the option.
If income tax withholding on the exercise of an Outside Director
Stock Option is hereafter imposed, then all or any portion of any federal,
state, local or foreign taxes required to be withheld may be satisfied by
the option holder's electing in writing either to deliver common stock of
the Company with a Fair Market Value on the date such withholding is
required to be made equal to the taxes required to be withheld, or to
request that the Company withhold from the shares to be issued on the
exercise common stock with a Fair Market Value on the date such withholding
is required to be made equal to the amount of taxes to be withheld. In no
event may the amount of taxes to be satisfied by these procedures exceed the
total amount of taxes payable by the option holder with respect to the
exercise computed at the maximum rate applicable to the holder at the time
of election.
The election to use shares of common stock to satisfy withholding
taxes must be made in a written instrument signed by the holder and
specifying the number of shares to be withheld or formula pursuant to which
the number of shares to be withheld may be determined and made irrevocable;
or it must
14
<PAGE>
be made in compliance with then effective Rules and Regulations of the
Securities and Exchange Commission.
SECURITIES SUBJECT TO THE PLAN
The only class of securities of the Company issuable under the
Plan is the Common Stock ($1.00 par value) of the Company. The shares to be
delivered under the Plan may be made available, at the discretion of the
Board of Directors, from either authorized but unissued shares or shares
purchased on the open market. If any outstanding option under the Plan
expires or is terminated for any reason, or if any restricted stock is
forfeited for any reason, then the unpurchased shares subject to the option
and the restricted stock that is forfeited again becomes available for
issuance under the Plan, but shares as to which an option has been
surrendered in connection with the exercise of a related stock appreciation
right do not become available for issuance under the Plan.
INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING
On March 24, 1994 there were nonqualified stock options
outstanding under the Plan for 1,154,455 shares at exercise prices ranging
from $4.25 to $28.25, with an average price for all outstanding options of
$19.18. On the same date there were 1,437,000 shares available for the
grant of Incentive Awards under the Plan. No stock appreciation rights or
shares of restricted stock have been awarded under the Plan, and there are
no incentive options presently outstanding.
On March 24, 1994 there were Outside Director Stock Options
outstanding for 24,000 shares at exercise prices of $25.84 and $28.50 with
an average exercise price of $27.41; on the same date there were 76,000
shares available for the grant of additional Outside Director Stock Options.
PLAN NOT SUBJECT TO ERISA
The Plan is not an "employee benefit plan" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), and, as such, is not subject to any provisions of ERISA.
The Plan is not required to be qualified under Section 401(a) of
the Internal Revenue Code, which is applicable to pension, profit sharing
and stock bonus plans subject to ERISA, and has not been so qualified.
FEDERAL SECURITIES LAW ASPECTS
Certain aspects of the federal securities laws affect officers,
directors and other "affiliates" of the Company. The following summary of
those securities law aspects does not purport to be complete. It is only
intended to make the persons affected thereby aware of those aspects. Such
persons should consider consulting legal counsel before entering into any
transactions with respect to the shares of the Company or Incentive Awards
or Outside Director Stock Options granted under the Plan.
Section 16 of the Securities Exchange Act of 1934. Section 16(a)
-------------------------------------------------
of the Securities Exchange Act of 1934 (the "Act") requires certain officers
of the Company, including the chairman of the board, the president, the
principal financial officer, the principal accounting officer, and each vice
president of the Company in charge of a principal business unit, division or
function (such as sales, administration or finance), and any other officer
who performs a policy-making function for the Company, including officers
and employees of subsidiaries who perform policy-making functions for the
Company, as well as
15
<PAGE>
all directors and all persons who own more than ten percent of the stock of
the Company ("Insiders") to report on Forms 3, 4 or 5, to the Securities and
Exchange Commission (the "Commission") and the New York Stock Exchange their
beneficial interest, whether directly in their own names or otherwise, in
the "equity securities" of the Company as well as any changes therein.
Under the Act the term "equity security" includes stock, any security
convertible into stock, and any option, warrant or right to acquire an
equity security.
Section 16(b) of the Act provides that, if a person required to
file Forms 3, 4 or 5 either purchases and then sells, or sells and then
purchases, equity securities of the Company within any six-month period,
then such person is liable to pay the Company the full amount of his
"profit", as computed under rules promulgated by the Commission and
applicable judicial decisions. However, Rule 16b-3 of the Commission
provides that, if certain complex conditions are met by a stock option plan
or other plan pursuant to which employees may acquire stock or other equity
securities of their employer, then neither the grant of an option to
purchase such securities nor the transaction pursuant to which the
securities are acquired will be regarded as a purchase for the purpose of
the foregoing rules. However, the sale of securities acquired pursuant to
such a plan will be matched with any purchase of securities by any means
other than pursuant to the plan for the purpose of such rules.
The conditions to the applicability of the Rule 16b-3 exemption
are the following:
(a) The plan must be in writing and must contain certain
specified provisions, including terms of eligibility to participate, the
price or means or determining the price at which shares may be acquired and
the number of shares that may be awarded;
(b) The plan must contain restrictions on the transferability of
the option other than for transfers by will or pursuant to the laws of
descent and distribution or a qualified domestic relations order;
(c) The plan must be approved by the shareholders of the Company;
(d) The option and the stock acquired upon exercise of the option
must be held for a total of at least six months from the date the option is
granted; and
(e) either:
(i) The plan must be administered by the board of directors
or a committee of the board of directors, none of whom is eligible to
receive an option or has been eligible to receive an option for at least a
year prior to the date of grant, or
(ii) Grants of options must be pursuant to a fixed formula
specifying the persons to receive options, the number of options to be
received and the exercise price or a formula pursuant to which the exercise
price can be determined.
The provisions of the Plan pertaining to the grant of Incentive Awards to
the employees of the Plan are administered by a committee of directors who
are not, and never have been, eligible to receive Incentive Awards; the
Outside Director Stock Options are granted to outside directors pursuant to
a fixed formula over which they have no control. Accordingly, the Company
believes that all of the provisions of the Plan comport with the
requirements of Rule 16b-3. However, the foregoing description of Rule 16b-
3 does not purport to be complete and is qualified in all respects by the
text of the Rule.
16
<PAGE>
Persons required to report on Forms 3, 4 and 5 may not sell any
equity securities of the Company that they own of record or in which they
have any beneficial interest "short" or "against the box" or in any like
transaction.
The rules of the Securities and Exchange Commission under Section
16 are complex. All Insiders should consult counsel for the Company or
their own counsel before entering into any transaction relating to shares of
the Company or any options or other rights under the Plan.
Affiliates. Any person who directly, or indirectly through one or
----------
more intermediaries, controls, is controlled by, or is under common control
with the Company may be considered an "affiliate" of the Company. Directors
and officers of the Company are presumed to be "affiliates" of the Company.
An "affiliate" of the Company may not sell any shares of the Company except
as follows:
(a) Pursuant to an effective registration statement under
the Securities Act of 1933, as amended;
(b) In compliance with Rule 144 of the General Rules and
Regulations of the Securities and Exchange Commission under the
Securities Act of 1933; or
(c) Pursuant to an applicable exemption from registration
under the Securities Act of 1933.
Each officer and director of the Company, whether or not an "Insider", may
be considered as an "affiliate" of the Company for the purpose of applying
these restrictions. This Prospectus is not available for reoffers or
resales of shares by affiliates.
Nonaffiliates. Employees who are not "affiliates" of the Company
-------------
may sell or otherwise transfer shares acquired pursuant to the Plan without
regard to the restrictions imposed upon "affiliates".
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain
agreements between the Company and certain officers and directors of the
Company and its subsidiaries provide for the indemnification of directors
and officers under certain circumstances from certain liabilities, including
liabilities arising under the Securities Act of 1933. The Company may also,
from time to time, maintain a policy, or policies, of directors' and
officers' liability insurance that insures directors and officers against
the cost of defense, settlement or payment of claims and judgments under
certain circumstances. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of Jacobs Engineering Group
Inc. incorporated by reference in the Company's Annual Report (Form 10-K)
for the year ended September 30, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein
and
17
<PAGE>
incorporated herein by reference. Such consolidated financial statements
are,and audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Ernst
& Young pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Common Stock offered hereunder will be passed
upon by Messrs. Barton, Klugman & Oetting, 333 South Grand Avenue, 37th
Floor, Los Angeles, California 90071. Robert M. Barton, whose professional
corporation is counsel to that firm, is Secretary and a director of the
Company.
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
---------------------------------------
The undertakings required by this item are set forth in the
Prospectus comprising a portion of this Registration Statement under the
caption "Incorporation of Certain Documents by Reference", and said
undertakings and the documents referred to therein are hereby incorporated
in this item by reference to the Prospectus.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain
agreements between the Company and certain officers and directors of the
Company and of certain of its subsidiaries provide for the indemnification
of directors and officers under certain circumstances from certain
liabilities, including liabilities arising under the Securities Act of 1933.
The Company may, from time to time, maintain a policy, or policies, of
directors' and officers' liability insurance which insures directors and
officers against the cost of defense, settlement or payment of claims and
judgments under certain circumstances.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 8. List of Exhibits
----------------
4.1 Jacobs Engineering Group Inc. 1981 Executive Incentive Plan, as
amended and restated to date. Filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for its fiscal year ended
September 30, 1993 and incorporated herein by reference.
4.2 Certificate of Incorporation of the Company. Filed as Exhibit 3.1
to the Company's Annual Report on Form 10-K for its fiscal year
ended September 30, 1993 and incorporated herein by reference.
4.3 Bylaws of the Company. Filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for its fiscal year ended September 30,
1992 and incorporated herein by reference.
4.4 Rights Agreement dated as of December 20, 1990 by and between the
Company and First Interstate Bank, Ltd. as Rights Agent. Filed as
Exhibit (1) to the Company's Report on Form 8-K dated December 20,
1990 and incorporated herein by reference.
5. Opinion of Barton, Klugman & Oetting, including their consent.
*23. (a) Consent of Ernst & Young, independent auditors.
(b) Consent of Barton, Klugman & Oetting (included in Exhibit 5)
______________
* Filed herewith.
II-1
<PAGE>
Item 9. Undertakings
------------
The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 Plan and the
expiration of all options granted thereunder.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be governed
by the final adjudication of such issue.
II-2
<PAGE>
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 Pasadena, State of California on
the 28th day of March, 1994.
JACOBS ENGINEERING GROUP INC.
By: NOEL G. WATSON
-----------------------------------
(Noel G. Watson)
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Joseph J. Jacobs,
Noel G. Watson and John W. Prosser, Jr., his true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, 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, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------------------------- ---------------------- --------------
NOEL G. WATSON Director and Principal March 28, 1994
- ---------------------------- Executive Officer
(Noel G. Watson)
JOSEPH J. JACOBS Director March 28, 1994
- ----------------------------
(Joseph J. Jacobs)
JOSEPH F. ALIBRANDI Director March 28, 1994
- ----------------------------
(Joseph F. Alibrandi)
ROBERT M. BARTON Director March 28, 1994
- ----------------------------
(Robert M. Barton)
II-3
<PAGE>
Signature Title Date
- ----------------------------- ------------------- --------------
PETER H. DAILEY Director March 28, 1994
- -----------------------------
(Peter H. Dailey)
LINDA K. JACOBS Director March 28, 1994
- -----------------------------
(Linda K. Jacobs)
J. CLAYBURN LAFORCE Director March 28, 1994
- -----------------------------
(J. Clayburn LaForce)
DAVID M. PETRONE Director March 28, 1994
- -----------------------------
(David M. Petrone)
Director ,1994
- -----------------------------
(James L. Rainey)
J. W. SIMMONS Director March 28, 1994
- -----------------------------
(J. W. Simmons)
JOHN W. PROSSER, JR. Principal Financial March 28, 1994
- ----------------------------- Officer
(John W. Prosser, Jr.)
NAZIM G. THAWERBHOY Principal Accounting March 28, 1994
- ----------------------------- Officer
(Nazim G. Thawerbhoy)
II-4
<PAGE>
JACOBS ENGINEERING GROUP INC.
INDEX TO EXHIBITS
Exhibit Description Page
------- ----------- ----
23(a) Consent of Ernst & Young, independent
auditors
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 1 to the Registration Statement (Form S-8
No. 33-45914) pertaining to the Jacobs Engineering Group Inc. 1981 Executive
Incentive Plan and to the incorporation by reference therein of our reports
dated November 1, 1993, with respect to the consolidated financial statements
of Jacobs Engineering Group Inc., incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 30, 1993, and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Los Angeles, California
March 28, 1994
