<PAGE>
As filed with the Securities and Exchange Commission on July 6, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
INTERNATIONAL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
23456 HAWTHORNE BOULEVARD
TORRANCE, CALIFORNIA 90505
(310) 378-9933
DELAWARE 33-0001212
(State or other (Address including zip code, (I.R.S. Employer
jurisdiction of and telephone number, Identification
incorporation or including area code of Number)
organization) Registrant's principal
executive offices)
1991 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MR. ANTHONY J. DELUCA
Senior Vice President and Chief Financial Officer
International Technology Corporation
23456 Hawthorne Boulevard
Torrance, California 90505
(310) 378-9933
(Name, address including zip code, and telephone number,
including area code, of agent of for service)
--------------------
With a copy to:
KAREN E. BERTERO, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed
Proposed Maximum
Title of Securities Amount to Maximum Offering Price Per Aggregate Offering Amount of
to be Registered be Registered(1)(2) Share (3) Price(3) Registration Fee(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per
share 2,083,558 $2.9375 $6,120,451.63 $2,110.50
=================================================================================================================================
</TABLE>
(1) The Registrant previously registered 1,314,967 shares of its Common Stock
(and related Preferred Stock Purchase Rights) with respect to its 1991 Stock
Incentive Plan on Form S-8 (File No. 33-52974).
(2) Each share of Common Stock includes one Preferred Stock Purchase Right.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the Common
Stock of International Technology Corporation as reported on The New York
Stock Exchange, Inc. on July 5, 1995.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE
The contents of the Company's Registration Statement on Form S-8
(No. 33-52974) heretofore filed with the Securities and Exchange Commission are
hereby incorporated in this Registration Statement by reference.
REGISTRATION OF ADDITIONAL SECURITIES
INCREASE IN SHARES ISSUABLE PURSUANT TO THE 1991 PLAN
On June 20, 1991, the Board of Directors of the Company approved
and adopted the Company's 1991 Stock Incentive Plan (the "1991 Plan"), and the
1991 Plan was approved by the Company's stockholders on August 22, 1991. The
1991 Plan provides that the maximum number of shares of Common Stock that may be
issued pursuant to awards and nonemployee director options granted thereunder
was, as of the date of adoption of the 1991 Plan, 654,966, provided however that
on April 1st of each year thereafter, such maximum was and will be increased by
a number equal to 2% of the number of shares of Common Stock then outstanding.
The 1991 Plan provides that no additional awards or non-employee director
options may be granted under the 1991 Plan after March 31, 1996.
Pursuant to the 1991 Plan, the maximum number of shares was
increased by the following number of shares on April 1st of the respective
indicated years: 660,001 (1992), 664,791 (1993), 704,021 (1994), and 714,746
(1995). Therefore, the aggregate maximum number of shares issuable pursuant to
the 1991 Plan is 3,398,525 (including the 654,966 shares reserved for issuance
in 1991), subject to adjustment as set forth in the 1991 Plan. The Company
previously registered 1,314,967 shares of its Common Stock (and related
Preferred Stock Purchase Rights) with respect to the 1991 Plan on Form S-8 (No.
33-52974) and hereby registers an aggregate of 2,083,558 shares of Common Stock
and related Preferred Stock Purchase Rights, equaling the allotments for 1993,
1994 and 1995 referenced above.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.1 International Technology Corporation 1991 Stock Incentive
Plan (previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 33-52974) and
incorporated herein by reference).
4.2 Form of Non-Qualified Stock Option Agreement Pursuant to the
1991 Stock Incentive Plan.
4.3 Form of Non-Qualified Stock Option Agreement -- Non-Employee
Director Pursuant to the 1991 Stock Incentive Plan
4.4 Form of Restricted Stock and Escrow Agreement Pursuant to
the 1991 Stock Incentive Plan.
4.5 Certificate of Incorporation of the Registrant as amended
(previously filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1988
and incorporated herein by reference).
4.6 Amended and Restated Bylaws of the Registrant (previously
filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1994 and
incorporated herein by reference).
4.7 Rights Agreement (the "Rights Agreement") dated as of
December 14, 1989 by and between the Registrant and Bank of
America National Trust and Savings Association, as Rights
Agent (previously filed as an Exhibit to the Registrant's
Current Report on Form 8-K dated December 14, 1989 and
incorporated herein by reference).
4.8 Amendment No. 1 to the Rights Agreement (previously filed as
an Exhibit to the Registrant's Registration Statement on
Form S-3 (No. 33-65988) and incorporated herein by
reference).
4.9 Amendment dated as of April 6, 1995 to Rights Agreement
(previously filed as an Exhibit to the Registrant's Current
Report on Form 8-K filed on May 2, 1995 and incorporated
herein by reference).
5.1 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement).
3
<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 Torrance, State of California, on this 5th day
of July, 1995.
INTERNATIONAL TECHNOLOGY
CORPORATION
By: Robert B. Sheh
--------------------------------
Robert B. Sheh,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Sheh, Anthony J. DeLuca, Eric
Schwartz and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ E. Martin Gibson Chairman of the Board of July 5, 1995
- ---------------------------
E. Martin Gibson Directors
/s/ Robert B. Sheh Director, President and July 5, 1995
- ---------------------------
Robert B. Sheh Chief Executive Officer
/s/ Donald S. Burns Director July 5, 1995
- ---------------------------
Donald S. Burns
/s/ John H. Hutchinson Director July 5, 1995
- ---------------------------
John H. Hutchison
/s/ Murray H. Hutchinson Director July 5, 1995
- ---------------------------
Murray H. Hutchison
4
<PAGE>
/s/ W. Scott Martin Director July 5, 1995
- ---------------------------
W. Scott Martin
/s/ James C. McGill Director July 5, 1995
- ---------------------------
James C. McGill
/s/ Jack O. Vance Director July 5, 1995
- ---------------------------
Jack O. Vance
/s/ Anthony J. DeLuca Senior Vice President and Chief July 5, 1995
- --------------------------- Financial Officer (Principal
Anthony J. DeLuca Financial Officer)
/s/ Philip H. Ockelmann Vice President, Treasurer and July 5, 1995
- --------------------------- Controller (Principal
Philip H. Ockelmann Accounting Officer)
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page*
- ------ ----------- --------------
<S> <C> <C>
4.1 International Technology Corporation 1991 Stock Incentive
Plan (previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 33-52974) and
incorporated herein by reference).
4.2 Form of Non-Qualified Stock Option Agreement Pursuant to the
1991 Stock Incentive Plan.
4.3 Form of Non-Qualified Stock Option Agreement -- Non-Employee
Director Pursuant to the 1991 Stock Incentive Plan
4.4 Form of Restricted Stock and Escrow Agreement Pursuant to
the 1991 Stock Incentive Plan.
4.5 Certificate of Incorporation of the Registrant as amended
(previously filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1988
and incorporated herein by reference).
4.6 Amended and Restated Bylaws of the Registrant (previously
filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1994 and
incorporated herein by reference).
4.7 Rights Agreement (the "Rights Agreement") dated as of
December 14, 1989 by and between the Registrant and Bank of
America National Trust and Savings Association, as Rights
Agent (previously filed as an Exhibit to the Registrant's
Current Report on Form 8-K dated December 14, 1989 and
incorporated herein by reference).
</TABLE>
____________________
* This information appears only in the manually signed copy of this
Registration Statement files with the Securities and Exchange Commission.
<PAGE>
<TABLE>
<S> <C>
4.8 Amendment No. 1 to the Rights Agreement (previously filed as
an Exhibit to the Registrant's Registration Statement on
Form S-3 (No. 33-65988) and incorporated herein by
reference).
4.9 Amendment dated as of April 6, 1995 to Rights Agreement
(previously filed as an Exhibit to the Registrant's Current
Report on Form 8-K filed on May 2, 1995 and incorporated
herein by reference).
5.1 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 4.2
INTERNATIONAL TECHNOLOGY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
1991 STOCK INCENTIVE PLAN
This Non-Qualified Stock Option Agreement ("Agreement") is made and
entered into as of the Date of Grant indicated below by and between
International Technology Corporation, a Delaware corporation (the "Company"),
and the person named on Attachment A as Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more
of its subsidiaries; and
WHEREAS, pursuant to the Company's 1991 Stock Incentive Plan (the
"1991 Plan"), the committee of the Board of Directors of the Company
administering the 1991 Plan (the "Committee") has approved the grant to Optionee
of a non-qualified option to purchase shares of the Common Stock, par value
$1.00 per share, of the Company (the "Common Stock"), on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company
---------------------------------------------
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated on Attachment A, an option or options (the "Option") to purchase the
number of shares of Common Stock indicated on Attachment A (the "Option Shares")
at the Exercise Price per share indicated on Attachment A, which Exercise Price
shall not be less than the Fair Market Value (as defined in the 1991 Plan) of
the Option Shares on the Date of Grant. The Option shall expire at 5:00 p.m.,
Los Angeles time, on the Expiration Date indicated on Attachment A and shall be
subject to all of the terms and conditions set forth in this Agreement. The
Option is not intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code. On each anniversary of the Base Vesting Date, the
Option shall become exercisable to purchase ("vest with respect to") that number
of Option Shares (rounded to the nearest whole share) equal to the total number
of Option Shares multiplied by the Annual Vesting Rate indicated on Attachment
A.
2. ACCELERATION AND TERMINATION OF OPTION.
--------------------------------------
(a) Termination of Employment.
-------------------------
(i) Retirement. In the event that Optionee shall cease to be
----------
an employee of the Company or any of its subsidiaries (such event shall be
referred to herein as the "Termination" of Employee's "Employment") by reason of
retirement in accordance with the Company's then-current retirement practices,
then the Option shall fully vest with respect to all Option Shares upon the date
of such Termination of Employment and shall terminate on the Expiration Date.
(ii) Death or Permanent Disability. If Optionee's Employment
-----------------------------
is Terminated by reason of the death or Permanent Disability (as hereinafter
defined)
1
<PAGE>
of Optionee, then the Option shall fully vest with respect to all Option Shares
upon the date of such Termination of Employment, shall be exercisable by
Optionee or, in the event of death, the person or persons to whom Optionee's
rights under the Option shall have passed by will or by the applicable laws of
descent or distribution, and shall terminate on the first anniversary of the
date of such Termination of Employment. "Permanent Disability" shall mean the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months. The Optionee shall not be deemed to
have a Permanent Disability until proof of the existence thereof shall have been
furnished to the Committee in such form and manner, and at such times, as the
Committee may require. Any determination by the Committee that Optionee does or
does not have a Permanent Disability shall be final and binding upon the Company
and Optionee.
(iii) Termination for Cause. If Optionee's Employment is
---------------------
Terminated for cause, then (A) the portion of the Option that has not vested on
or prior to the date of such Termination of Employment shall terminate on such
date and (B) the remaining vested portion of the Option shall terminate one (1)
month from the date of such Termination of Employment.
(iv) Other Termination. If Optionee's Employment is
-----------------
Terminated for any reason other than those enumerated in (i) through (iii) of
this Section 2(a), then (A) the portion of the Option that has not vested on or
prior to the date of such Termination of Employment shall terminate on such date
and (B) the remaining vested portion of the Option shall terminate three (3)
months from the date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary in this Agreement, if Optionee shall die at any time
after the Termination of his or her Employment and prior to the Expiration Date,
then the remaining vested but unexercised portion of the Option shall terminate
on the earlier of the Expiration Date or the first anniversary of the date of
such death.
(c) Acceleration of Option Upon a Change of Control. The
-----------------------------------------------
Committee, in its sole discretion, may accelerate the exerciseability of the
Option at any time and for any reason. In addition, the Option shall fully vest
with respect to all Option Shares immediately prior to a Change of Control (as
hereinafter defined), provided that no such vesting shall occur (A) in the case
of a Change of Control of the type described in (ii) or (iii) below, if a two-
thirds majority of the members of the Company's Board of Directors affirmatively
recommends such Change of Control to the Company's stockholders, or (B) in the
case of a Change of Control of the type described in (i) or (v) below, if a two-
thirds majority of the Company's Board of Directors approves such Change of
Control. A "Change of Control" shall mean the first to occur of the following
events:
(i) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(ii) a reorganization, merger or consolidation of the Company
the consummation of which results in the outstanding securities of any class
then subject to the Option being exchanged for or converted into cash, property
and/or securities not issued by the Company;
2
<PAGE>
(iii) the acquisition of substantially all of the property
and assets of the Company by any person or entity;
(iv) the dissolution or liquidation of the Company; or
(v) the date of the first public announcement that any
person or entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the Exchange Act)
of such person or entity, shall have become the Beneficial Owner (as defined in
Rule 13d-3 promulgated under the Exchange Act) of voting securities of the
Company representing 35% or more of the voting power of the Company; provided,
however, that the terms "person" and "entity," as used in this subsection (v),
shall not include (x) the Company or any of its subsidiaries, (y) any employee
benefit plan of the Company or any of its subsidiaries, or (z) any entity
holding voting securities of the Company for or pursuant to the terms of any
such plan.
(d) Other Events Causing Termination of Option. Notwithstanding
------------------------------------------
anything to the contrary in this Agreement, the Option shall terminate on the
thirtieth day following the date of the consummation of either of the following
events, or upon such later date as shall be determined by the Committee:
(i) the dissolution or liquidation of the Company;
(ii) the acquisition of substantially all of the property and
assets of the Company by any person or entity, unless the terms of such
acquisition shall provide otherwise.
3. ADJUSTMENTS. In the event that the outstanding securities
-----------
of the class then subject to the Option are increased, decreased or exchanged
for or converted into cash, property and/or a different number or kind of
securities, or cash, property and/or securities are distributed in respect of
such outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification, dividend (other than
a regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all of the property
and assets of the Company are sold, then the Committee shall make appropriate
and proportionate adjustments in the number and type of shares or other
securities or cash or other property that may thereafter be acquired upon the
exercise of the Option; provided, however, that any such adjustments in the
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. EXERCISE. The Option shall be exercisable during Optionee's
--------
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 6 hereof, which
notice shall specify the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Notice"), together with payment in full of such aggregate Exercise Price in cash
or by a cashier's or certified bank
3
<PAGE>
check payable to the Company; provided, however, that payment of such aggregate
Exercise Price may
instead be made, in whole or in part at, the election of the Optionee, either
(A) by the delivery to the Company of a certificate or certificates representing
shares of Common Stock, duly endorsed or accompanied by a duly executed stock
powers, which delivery effectively transfers to the Company good and valid title
to such shares, free and clear of any pledge, commitment, lien, claim or other
encumbrance or (B) by authorizing the withholding by the Company of shares of
Common Stock that otherwise would be issued to the Optionee as a result of the
exercise of the Option (such shares to be valued in either case on the basis of
the aggregate Fair Market Value (as defined in the 1991 Plan) thereof on the
date of such exercise), provided that (i) Optionee shall have obtained the prior
written approval of the Committee to pay the Exercise Price pursuant to the
methods set forth in clauses (A) or (B) of this Section 4 and (ii) the Company
is not then prohibited from purchasing or acquiring such shares of Common Stock.
5. PAYMENT OF WITHHOLDING TAXES. If the Company is obligated to
----------------------------
withhold an amount on account of any federal, state or local tax imposed as a
result of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state disability insurance
tax or other employment tax, then Optionee shall, concurrently with such
exercise, pay such amount to the Company in cash or by cashier's or certified
bank check payable to the Company; provided however, that payment of such amount
may instead be made, in whole or in part, at the election of the Optionee, (A)
either by the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by a duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance or (B) by authorizing the withholding by the Company
of shares of Common Stock that otherwise would be issued to the Optionee as a
result of the exercise of the Option (such shares to be valued in either case on
the basis of the aggregate Fair Market Value (as defined in the 1991 Plan)
thereof on the date of such exercise), provided that (i) the Company is not then
prohibited from purchasing or acquiring such shares of Common Stock, and (ii)
Optionee shall have obtained the prior written approval of the Committee to pay
such amount pursuant to the methods set forth in clauses (A) or (B) of this
Section 5. Notwithstanding the foregoing, if at the time of exercise of this
option, Optionee is a person required to file reports pursuant to Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, then any such withholding tax shall be
required to be satisfied by utilizing the method set forth in clause (B) of this
Section 5, and the use of such method shall be deemed to have been approved by
the Committee without any specific action or election by Optionee.
6. NOTICES. Any notice given to the Company shall be addressed
-------
to the Company at 23456 Hawthorne Boulevard, Torrance, California 90505,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when sent by prepaid certified or registered
mail and deposited in a post office or branch post office regularly maintained
by the United States Government.
4
<PAGE>
7. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. NONTRANSFERABILITY. Neither the Option nor any interest
------------------
therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the laws of descent
and distribution.
9. 1991 PLAN. The Option is granted pursuant to the 1991 Plan,
---------
as in effect on the Date of Grant, and is subject to all the terms and
conditions of the 1991 Plan, as the same may be amended from time to time;
provided, however, that no such amendment shall deprive Optionee, without his or
her consent,
of the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Committee of the 1991 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Committee for the purpose of administering the 1991 Plan shall be final and
binding upon Optionee. Until the Option shall expire, terminate or be exercised
in full, the Company shall, upon written request therefor, send a copy of the
1991 Plan, in its then-current form, to Optionee or any other person or entity
then entitled to exercise the Option.
10. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. EMPLOYMENT RIGHTS. No provision of this Agreement or of the
-----------------
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the employ of the Company or any of its subsidiaries, (b) affect the right of
the Company and each of its subsidiaries to terminate the employment of
Optionee, with or without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its subsidiaries other than the 1991 Plan. THE OPTIONEE
HEREBY ACKNOWLEDGES AND AGREES THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY
TERMINATE THE EMPLOYMENT OF OPTIONEE AT ANY TIME AND FOR ANY REASON, OR FOR NO
REASON, UNLESS OPTIONEE AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A
WRITTEN EMPLOYMENT AGREEMENT THAT EXPRESSLY PROVIDES OTHERWISE.
12. GOVERNING LAW. This Agreement and the Option granted
-------------
hereunder shall be governed by and construed and enforced in accordance with the
laws of the State of California.
5
<PAGE>
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
INTERNATIONAL TECHNOLOGY OPTIONEE
CORPORATION
By____________________________ _________________________________
__________
Eric Schwartz Name (Signature)
Sr. Vice President, General Counsel
and Secretary
_________________ _________________________________
Street Address
_________________ _________________________________
City, State and Zip Code
_________________ _________________________________
Social Security Number
6
<PAGE>
EXHIBIT 4.3
INTERNATIONAL TECHNOLOGY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE 1991 STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR
THIS AGREEMENT (the "Option") is made as of __________, 199_*
between International Technology Corporation, a Delaware corporation (the
"Company"), and ___________ (the "Optionee").
RECITALS
Pursuant to the Company's 1991 Stock Incentive Plan (the "Plan"),
the Optionee is entitled to the grant of an option to purchase 10,000 shares of
common stock of the Company ("Common Stock") for a price equal to the Fair
Market Value of the Common Stock (as determined in accordance with Section 4
(d)(ii) of the Plan) on the date of grant, in connection with his or her service
as a director of the Company, and not in lieu of other compensation for his or
her services as a director, on the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants set forth herein and other good and valuable consideration, the
parties hereto agree as follows:
l. SHARES OPTIONED; OPTION PRICE. Optionee may purchase all or any part of an
aggregate of ten thousand (l0,000) shares of Common Stock, at the price of
$______ per share (which shall not be less than the Fair Market Value on
the date hereof) on the terms and conditions set forth herein.
2. OPTION TERM; TIMES OF EXERCISE. The Option term shall be five years from
the date hereof, provided that the Option will terminate upon the date that
the Optionee ceases to be a director of the Company other than by reason of
death, disability, or retirement pursuant to the Company's then applicable
retirement policy, and following a Terminating Event as provided in
paragraph 10. Except as expressly provided otherwise herein, in no event
shall exercise be permitted until the expiration of one year from the date
hereof.
__________________________
* Insert date of grant
<PAGE>
At the expiration of one year from the date hereof, Optionee shall be
entitled to exercise this Option with respect to 25% of the shares covered
hereby, and at the expiration of each year thereafter Optionee shall be
entitled to exercise this Option with respect to an additional 25% of said
shares, such that Optionee shall be entitled to exercise this Option with
respect to 100% of said shares upon expiration of four years from the date
hereof. This Option may be exercised earlier upon the occurrence of
certain events as provided in paragraph 10.
3. RIGHT TO PURCHASE AS AFFECTED BY TERMINATION OF SERVICE AS A DIRECTOR OR
DEATH. If Optionee ceases to be a director of the Company due to his
retirement in accordance with the Company's then applicable retirement
policy, this Option shall immediately become fully exercisable and remain
exercisable until termination pursuant to paragraph 2 or paragraph 10
hereof. If Optionee shall become disabled or die while a director of the
Company, this Option shall immediately become fully exercisable and remain
exercisable by Optionee or, in the case of death, the person or persons to
whom Optionee's rights under this Option shall have passed by will or by
the applicable laws of descent or distribution, for a period of twelve (12)
months from the date of death or disability, subject to earlier termination
pursuant to paragraph 2 or paragraph 10 hereof.
4. EXERCISE. The Option shall be exercisable during Optionee's lifetime only
by Optionee or by his or her guardian or legal representative, and after
Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable law. The Option may only
be exercised by the delivery to the Company of a written notice of such
exercise, which notice shall specify the number of shares to be purchased
and the aggregate Exercise Price for such shares (the "Exercise Notice"),
together with payment in full of such aggregate Exercise Price in cash or
by a cashier's or certified bank check payable to the Company.
5. PAYMENT OF WITHHOLDING TAXES. If the Company is obligated to withhold an
amount on account of any federal, state or local tax imposed as a result of
the exercise of the Option, including, without limitation, any federal,
state or other income tax, or any F.I.C.A., state disability insurance tax
or other employment tax, then Optionee shall, concurrently with such
exercise, pay such amount to the Company in cash or by cashier's or
certified bank check payable to the Company.
6. RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY. Neither Optionee nor his or
her transferees by will or the laws of descent and distribution shall be,
or have any rights or privileges of, a shareholder of the Company with
respect to any shares issuable upon exercise of this Option, unless and
until certificates representing such shares have been issued and delivered.
7. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the
outstanding shares of the Company of the class subject to this Option are
increased, decreased, or exchanged for or converted into cash, property or
a different number or kind of shares or securities, or if cash, property or
securities are distributed in respect of such shares, in either case as the
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly
cash dividend) or other distribution, stock split, reverse stock split or
the like, or if substantially all of the property and assets of the Company
are sold, then, unless the terms of such transaction shall provide
otherwise, the
2
<PAGE>
Committee shall make appropriate and proportionate adjustments in the
number and/or type of shares or other securities or cash or other property
that may be acquired pursuant to this Option and the Option price, so that
the aggregate purchase price of the shares then subject to this Option
shall remain unchanged.
8. NONTRANSFERABILITY OF OPTION. Neither this Option nor any interest therein
may be transferred otherwise than by will or the laws of descent and
distribution. Neither this Option nor any interest therein shall be
otherwise transferred, or assigned, pledged, hypothecated or otherwise
disposed of in any way, whether by operation of law or otherwise, nor shall
this Option or any interest therein be subject to execution, attachment or
similar process. Upon any attempt to transfer this Option or any interest
therein otherwise than by will or the laws or descent and distribution or
to assign, pledge, hypothecate or otherwise dispose of this Option or any
interest therein, or upon levy of any execution, attachment or similar
process upon this Option or any interest therein, this Option shall
immediately terminate and become null and void.
9. HOLDING OF STOCK BY OPTIONEE. By accepting this Option, Optionee, for
himself or herself and his or her transferees by will or by the laws of
descent and distribution, represents and agrees that, unless a registration
statement under the Securities Act of 1933 is in effect as to securities
purchased upon exercise, all securities acquired upon exercise of this
Option will be acquired for investment and not for resale and distribution,
and that upon each exercise of any portion of the Option, the person
entitled to acquire securities thereby shall furnish evidence satisfactory
to the Company (including a written and signed representation) to the
effect that the securities so acquired are being acquired in good faith for
investment and not for resale or distribution, and such person will agree
to hold the Company harmless on account of any reasonable action taken by
the Company to prevent the resale or distribution of any portion of such
securities. In the event that counsel for the Company shall advise the
Company that such evidence and such hold-harmless agreement shall not be
necessary under the law and/or the circumstances as the same may exist at
the time of such exercise, the Company, in its sole and absolute
discretion, may waive the furnishing of such evidence and/or agreement.
This Paragraph 9 notwithstanding, no securities issuable upon exercise of
this Option shall be issued and delivered unless and until, in the opinion
of counsel for the Company, such securities may be issued and delivered
without causing the Company to be in violation of or incur any liability
under any federal, state or other securities laws, any requirements of any
listing agreement with an exchange upon which the Company's securities are
traded to which the Company may be a party, or any other requirement of law
or of any regulatory body having jurisdiction over the Company.
10. ACCELERATION AND TERMINATION OF OPTION ON CERTAIN EVENTS. This Option
shall become exercisable in full on the first date (the "Approval Date")
upon which the stockholders of the Company, if stockholder aproval is
required under applicable law, and the Board of Directors of the Company
shall have approved a Terminating Event. As used herein, a Terminating
Event shall be: (a) the dissolution or liquidation of the Company, (b) the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the outstanding shares of the class of
securities subject to the Plan are exchanged or converted into cash or
property or securities
3
<PAGE>
not issued by the Company, unless the terms of the transaction shall
provide otherwise, in which event this Option shall continue in the manner
and under the terms so provided; (c) a sale of substantially all of the
property and assets of the Company. This Option will terminate 15 days
after the consummation of any transaction which constitutes a Terminating
Event. In addition, this Option shall become exercisable in full in the
event of: (i) the acquisition of more than 35% of the voting power of the
Company by any person or entity, or (ii) the occurrence of any circumstance
having the effect that directors who were nominated for election as
directors by the Board of Directors of the Company or a nominating
committee thereof shall cease to constitute a majority of the authrized
number of directors of the Company.
11. NOTICES. Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, or at such other
address as the Company may hereinafter designate in writing to Optionee,
and any notice to be given to the Optionee shall be addressed to him or her
at the address given beneath his or her signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any
such notice shall have been deemed duly given when sent by prepaid
certified or registered mail and deposited in a post office or branch post
office regularly maintained by the United States Government.
12. STOCK INCENTIVE PLAN. This Option is subject to all of the terms and
conditions of the Plan as the same shall be amended from time to time in
accordance with the terms thereof, but no such amendment shall adversely
affect the Optionee's rights under this Option.
13. LAWS APPLICABLE TO CONSTRUCTION. This Agreement has been executed and
delivered the day and year first above written at Torrance, California, and
this Agreement shall be construed and enforced in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the Company and the Optionee have duly executed
this Agreement as of the date first above written.
INTERNATIONAL TECHNOLOGY CORPORATION OPTIONEE
By:_______________________
__________________________
__________________________
Street Address
__________________________
City and State
__________________________
Social Security Number
4
<PAGE>
EXHIBIT 4.4
INTERNATIONAL TECHNOLOGY CORPORATION
RESTRICTED STOCK AND ESCROW AGREEMENT
1991 STOCK INCENTIVE PLAN
This RESTRICTED STOCK AND ESCROW AGREEMENT (this "Agreement") is
entered into as of ____________ , 1995 by and between INTERNATIONAL TECHNOLOGY
CORPORATION, a Delaware corporation (the "Company"), and _____________
("Employee"). Capitalized terms used and not otherwise defined herein shall have
the meanings acscribed to them in the Plan (as such term is hereinafter
defined).
RECITALS
The Compensation Committee of the Board of Directors, which
administers the Company's 1991 Stock Incentive Plan (the "Plan"), has granted to
Employee on ___________, 199_ as a separate inducement in connection with his or
her employment with the Company, and not in lieu of any salary or other
compensation for his or her services, an award (the "Restricted Stock Award") to
purchase restricted shares of Common Stock, $1.00 par value, of the Company (the
"Common Stock") on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Grant of Restricted Stock.
-------------------------
The Company hereby grants to Employee, and Employee hereby
acquires from the Company, ________________ shares of restricted Common Stock
(the "Shares").
2. Deposit of Certificate.
----------------------
Concurrently with the execution hereof, Employee consents to
the delivery to the Company, to be held in escrow by the Company, of the
certificate or certificates evidencing the Shares and agrees to execute and
deliver to the Company undated stock powers and other instruments of transfer
duly executed in favor of the Company by Employee. Employee acknowledges that
the certificates evidencing the Shares will have affixed a legend in the form of
Exhibit A hereto.
- ---------
3. Vesting
-------
Subject to earlier vesting pursuant to Paragraph 4(c) or
Paragraph 11 hereof, the Shares shall be subject to the restrictions set forth
in Paragraph 4 hereof until the Shares fully vest, in accordance with the
following vesting schedule:
<PAGE>
The period during which the Shares are subject to such restrictions is referred
to as the "Restricted Term."
4. Restrictions on Transfer; Repurchase of Restricted Stock.
--------------------------------------------------------
(a) During the Restricted Term, the Shares may not be
sold, assigned, transferred, hypothecated or otherwise disposed of or
encumbered, other than by will or by the laws of descent and distribution, and
are subject to forfeiture to the Company as set forth herein.
(b) In the event of the termination of the employment of
Employee with the Company or any subsidiary of the Company for any reason other
than those contemplated by Paragraph 4(c), unless the Restricted Term has
expired prior to such termination of employment, the Shares shall be forfeited
to the Company for consideration and Employee shall automatically cease to have
any rights in and to the Shares.
(c) If Employee (i) ceases to be an employee of the
Company due to his retirement in accordance with the Company's then applicable
retirement policy and practices or (ii) shall have a Permanent Disability or die
while an employee of the Company, all restrictions imposed upon the Shares shall
terminate. "Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months. Employee shall not be deemed to have a Permanent Disability until proof
of the existence thereof shall have been furnished to the Committee (as such
term is defined in Paragraph 7 hereinafter) in such form and manner, and at such
times, as the Committee may require. Any determination by the Committee that
Employee does or does not have a Permanent Disability shall be final and binding
upon the Company and Employee.
5. Voting and Other Rights.
-----------------------
During the Restricted Term, Employee shall, except as
otherwise provided herein, have all the rights of a stockholder with respect to
all of the Shares, including, without limitation, the right to vote such Shares
and the right to receive all dividends or other distributions, if any, with
respect to such Shares .
6. Delivery of Certificates.
------------------------
Upon the termination of the Restricted Term, the Company
shall deliver to Employee all stock certificates and related instruments of
transfer evidencing the vested Shares and all restrictions set forth in
Paragraph 4 hereof with respect to such Shares shall terminate.
7. Administration of Plan.
----------------------
This Plan shall be administered by a committee of the Board
of Directors of the Company (the "Committee") consisting of two or more
directors. Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all
2
<PAGE>
things necessary or desirable in connection with the administration of this
Plan, including, without limitation, the following:
(i) adopt, amend and rescind rules and regulations relating to
the Plan;
(ii) determine which persons are eligible to receive Restricted
Stock Awards and to which of such persons, if any, Restricted Stock
Awards shall be granted;
(iii)grant Restricted Stock Awards to Employees and determine the
terms and conditions thereof, including the number of restricted
shares issuable pursuant thereto;
(iv) determine whether, and the extent to which, adjustments are
required pursuant to Paragraph 9 hereof; and
(v) interpret and construe the Plan and the terms and conditions
of all Awards granted under the Plan.
8. Effect on Participant's Continued Employment.
--------------------------------------------
Employee's right, if any, to continue to serve the Company
and its subsidiaries as an officer or employee shall not be enlarged or
otherwise affected by the Restricted Stock Award, nor shall such grant in any
way restrict the right of the Company or any of its subsidiaries to terminate
Employee's employment at any time.
9. Adjustments in Stock.
--------------------
If the outstanding securities of the class then subject to
the Plan are increased, decreased or exchanged for or converted into cash,
property or a different number or kind of securities, or if cash, property or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Restricted Stock Awards theretofore granted under this Plan
and (b) the maximum number and type of shares or other securities that may be
issued pursuant to Restricted Stock Awards thereafter granted under this Plan.
10. Payment of Withholding Taxes.
----------------------------
If the Company becomes obligated to withhold an amount (the
"Withholding Amount") on account of any federal, state or local tax imposed as a
result of the grant of the Shares to Employee pursuant to this Agreement or the
expiration of the Restricted Term, including, without limitation, any federal,
state or other income tax, or any F.I.C.A., state disability insurance tax or
other employment tax, then, (a) if employee is not subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act"), then at the election of Employee, Employee shall either (i) deliver to
the Company
3
<PAGE>
Shares necessary to equal the Withholding Amount when valued at the closing
market price on the New York Stock Exchange ("NYSE") on the withholding date (or
if the Shares are not listed on NYSE, the closing market price on a national
securities exchange on which Common Stock of the Company is listed on the
withholding date) rather than at the Formula Price, or (ii) pay the Withholding
Amount to the Company in cash or by cashier's or certified bank check payable to
the Company. If Employee is required to file reports pursuant to Section 16(a)
of the Exchange Act and the rules and regulations promulgated thereunder, then
the Withholding Amount shall be required to be satisfied by the method set forth
in clause (i) of this Paragraph 10, and the use of such method shall be deemed
to have been approved by the Committee without any specific action or election
by Employee.
11. Change of Control and Other Terminating Events.
----------------------------------------------
(a) All restrictions upon the Shares hereunder shall
terminate immediately prior to a Change of Control (as hereinafter defined),
provided that no such termination shall occur (i) in the case of a Change of
Control of the type described in Paragraph 11(b)(ii) or 11(b)(iii) below, if a
two-thirds majority of the Company's Board of Directors affirmatively recommends
such Change of Control to the Company's stockholders, or (ii) in the case of a
Change of Control of the type described in Paragraph 11(b)(i) or 11(b)(v) below,
if a two-thirds majority of the Company's Board of Directors approves such
Change of Control.
(b) "Change of Control" shall mean the first to occur of
the following events:
(i) the directors of the Company who were nominated by the
Board of Directors for election as directors cease to constitute a
majority of the directors of the Company;
(ii) a reorganization, merger or consolidation of the
Company, the consummation of which results in the outstanding
securities of any class then subject to this Agreement being exchanged
for or converted into cash, property or securities not issued by the
Company;
(iii) the acquisition of substantially all of the property
and assets of the Company by any person or entity;
(iv) the dissolution or liquidation of the Company; or
(v) the first public announcement that any person or
entity, together with all Affiliates and Associates (as such terms are
defined in Rule 12b-2 promulgated under the Exchange Act) of such
person or entity, shall have become the Beneficial Owner (as defined
in Rule 13d-3 promulgated under the Exchange Act) of voting securities
of the Company representing 35% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as
used in this subsection (v), shall not include (x) the Company or any
of its subsidiaries, (y) any employee benefit plan of the Company or
any of its subsidiaries or (z) any entity holding voting securities of
the Company for or pursuant to the terms of any such plan.
4
<PAGE>
12. Notice.
------
Any notice to be give to the Company shall be addressed to
the Company in care of its Secretary as its principal office, or such other
address as the Company may hereinafter designate in writing to Employee, and any
notice to be given to the Employee shall be addressed to him or her at the
address given beneath his or her signature hereto, or at such other address as
Employee may hereafter designate in writing to the Company. Any such notice
shall have been deemed duly given when enclosed as aforesaid, registered or
certified, and deposited, postage and registration or certification fee prepaid,
in a post office or branch post office regularly maintained by the United States
Government.
13. Stock Incentive Plan.
--------------------
This Agreement and the Shares are subject to all of the
terms and conditions of the Plan as the same shall be amended from time to time
in accordance with the terms thereof, but no such amendment shall adversely
affect the Employee's rights under this Agreement.
14. Laws Applicable to Construction.
-------------------------------
This Agreement has been executed and delivered the day and
year first above written at Torrance, California, and this Agreement shall be
construed and enforced in accordance with the laws of the State of California.
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative, and the Employee has hereunto
set his or her hand on the day and year first above written.
INTERNATIONAL TECHNOLOGY EMPLOYEE
CORPORATION
By:___________________________________ ___________________________________
Name:_________________________________ ___________________________________
Street Address
Title:________________________________ ___________________________________
City, State and Zip Code
___________________________________
Social Security Number
The undersigned spouse of the Employee
hereby consents to the terms and
provisions of this Restricted Stock
Agreement as of the day and year first
above written.
____________________________________
(Spouse)
6
<PAGE>
EXHIBIT A
The securities represented by this Certificate are subject to the
terms and provisions, including certain restrictions on transfer and
encumbrance, of that certain Restricted Stock and Escrow Agreement dated as of
________, 1995 by and between International Technology Corporation, a Delaware
corporation (the "Company"), and the holder of the shares of common stock
represented by this Certificate, a copy of which is available for inspection at
the executive offices of the Company.
<PAGE>
EXHIBIT 5.1
July 6, 1995
(213) 229-7000 C 42208-00001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: International Technology Corporation--
Registration Statement on Form S-8
-------------------------------------
Dear Sirs:
We have acted as counsel to International Technology
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended, of 2,038,558 shares of the Company's Common Stock, $1.00 par value
(the "Shares"), issuable by the Company pursuant to its 1991 Stock Incentive
Plan (the "1991 Plan"). The Shares are to be sold by the Company in the
manner described in the Registration Statement, the exhibits thereto, and the
documents comprising the prospectus thereunder (the "Prospectus").
As such counsel, we have examined the Registration Statement,
the Prospectus, the 1991 Plan, and such other documents, and have obtained
such certificates and assurances from public officials and from officers and
representatives of the Company, and have made such inquiries, as we deemed
necessary for the purpose of rendering this opinion. We have assumed the
genuineness of all signatures on, and the authenticity of, all documents and
instruments submitted to us as originals, and the conformity to original
documents of all documents submitted to us as copies.
We have also examined the proceedings heretofore taken, and we
are familiar with the proceedings proposed to be taken, by the Company in
connection with the authorization, reservation, issuance and sale of the
Shares, and we have assumed for purposes of this opinion that the Company
will not grant any award under the 1991 Plan
<PAGE>
Securities and Exchange Comission
July 6, 1995
Page 2
pursuant to which Shares could be issued for consideration that is not
adequate in form or amount to support the issuance of fully paid stock under
applicable state law. Our opinion herein is limited to matters under the
federal laws of the United States of America and the laws of the States of
Delaware and California.
Based upon the foregoing and in reliance thereon, we are of the
opinion that the Shares to be issued by the Company pursuant to awards
granted under the 1991 Plan will, when issued and paid for in accordance with
the 1991 Plan and any agreements pursuant to which such Shares are issued, be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1991 Stock Incentive Plan of International Technology
Corporation of our report dated May 17, 1995, with respect to the consolidated
financial statements of International Technology Corporation included in its
Annual Report (Form 10-K) for the year ended March 31, 1995 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
July 5, 1995
