<PAGE>
As filed with the Securities and Exchange Commission on July 5, 1995
Registration Statement 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 issuer as specified in its charter)
DELAWARE 33-0001212
(State of incorporation) (I.R.S. Employer
Identification Number)
23456 HAWTHORNE BOULEVARD
TORRANCE, CALIFORNIA 90505
(Address of Principal (Zip Code)
Executive Offices)
SPECIAL TURN-A-ROUND PLAN
(FISCAL YEAR 1995 MANAGEMENT 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
(Name and address of agent for service)
(310) 378-9933
(Telephone number, including area code, of agent 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 be Maximum Offering Aggregate Offering Amount of
to be registered Registered(1) Price Per Share (2) Price (2) Registration Fee (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 233,920 shares $3.125 $731,000 $252.07
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each share of Common Stock includes one Preferred Stock Purchase Right.
(2) Price per share and aggregate offering price are calculated pursuant to
Rule 457(h).
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;
(2) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as amended; and
(3) The description of the rights to purchase preferred stock issuable in
connection with Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as amended.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that the person is or was a
2
<PAGE>
director, officer, employee or agent of the Registrant, or is or was serving as
such with respect to another corporation at the request of the Registrant. The
General Corporation Law of Delaware also provides that the Registrant may
purchase insurance on behalf of any such director, officer, employee or agent.
Article 7 of the Registrant's By-laws provides that the Registrant shall, to the
fullest extent permitted by applicable law, indemnify its directors and officers
with respect to certain threatened, pending or completed actions, suits or
proceedings. The Registrant has also entered into Indemnity Agreements with
individual directors and officers. These Indemnity Agreements provide that the
Registrant will pay any amount which an indemnitee (i.e., a director or officer)
is legally obligated to pay because of claims made against the indemnitee based
on any act, omission or neglect or breach of duty (whether occurring prior to or
after the date of the Indemnity Agreements), including any actual or alleged
error or misstatement or misleading statement, committed while acting in his
capacity as an officer or director. No indemnification is provided, however, in
cases involving dishonesty or improper personal profit.
The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 International Technology Corporation Special Turn-a-Round
Plan (Fiscal Year 1995 Management Incentive Plan) (the "1995
Management Incentive Plan") and Form of First Supplement to
the 1995 Management Incentive Plan.
4.2 Form of Restricted Stock and Escrow Agreement Pursuant to
the 1995 Management Incentive Plan.
4.3 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).
4.4 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).
4.5 Rights Agreement (the "Rights Agreement") dated as of
December 14, 1989 by and between the Registrant and Bank of
3
<PAGE>
America National Trust and Savings Association, as Rights
Agent (previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-3 (No. 33-65988) and
incorporated herein by reference).
4.6 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).
4.7 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).
23 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 6 and 7 of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) 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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
4
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
(c) 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.
5
<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 3rd 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ E. Martin Gibson Chairman of the Board of July 3, 1995
- ----------------------------
E. Martin Gibson Directors
/s/ Robert B. Sheh Director, President and Chief July 3, 1995
- ----------------------------
Robert B. Sheh Executive Officer
/s/ Donald S. Burns Director July 3, 1995
- ----------------------------
Donald S. Burns
/s/ John H. Hutchison Director July 3, 1995
- ----------------------------
John H. Hutchison
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Murray H. Hutchison Director July 3, 1995
- ----------------------------
Murray H. Hutchison
/s/ W. Scott Martin Director July 3, 1995
- ----------------------------
W. Scott Martin
/s/ James C. McGill Director July 3, 1995
- ----------------------------
James C. McGill
/s/ Jack O. Vance Director July 3, 1995
- ----------------------------
Jack O. Vance
/s/ Anthony J. DeLuca Senior Vice President and Chief July 3, 1995
- ---------------------------- Financial Officer (Principal
Anthony J. DeLuca Financial Officer)
/s/ Philip H. Ockelmann Vice President, Treasurer and July 3, 1995
- ---------------------------- Controller (Principal Accounting
Philip H. Ockelmann Officer)
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page*
- ------ ----------- -------------
<C> <S> <C>
4.1 International Technology
Corporation Special Turn-a-Round
Plan (Fiscal Year 1995 Management
Incentive Plan) (the "1995
Management Incentive Plan") and
Form of First Supplement to the 1995
Management Incentive Plan.
4.2 Form of Restricted Stock and Escrow
Agreement Pursuant to the 1995
Management Incentive Plan.
4.3 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).
4.4 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).
4.5 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 Registration Statement on
Form S-3 (No. 33-65988) and
incorporated herein by reference).
4.6 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).
4.7 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).
23 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 6
and 7 of this Registration Statement).
</TABLE>
__________________________
* This information appears only in the manually signed copy of this
Registration Statement filed with the Securities and Exchange Commission.
8
<PAGE>
EXHIBIT 4.1
- --------------------------------------------------------------------------------
INTERNATIONAL TECHNOLOGY CORPORATION
SPECIAL TURN-A-ROUND (STAR) PLAN
INCENTIVE PLAN SUMMARY FOR FY 1995
ENHANCED VERSION
- --------------------------------------------------------------------------------
-STRICTLY CONFIDENTIAL-
<PAGE>
1
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
IT is introducing a Special Turn-A-Round Plan (STAR Plan) for fiscal year 1995.
The goal of the plan is to focus all participants on improving operating income
as the common measure of company performance and to reward all incentive plan
participants on a quarterly basis when operating income objectives are achieved.
Simply stated, this special, one-time plan gives each participant the
opportunity for a quarterly incentive payment and for an additional "enhanced"
award at the end of the year. Both awards are based on the achievement of
operating income which will be the only performance criteria used for this
special plan.
. Quarterly Incentive Payments
. Cash awards are made based on the level of operating income achieved
compared to pre-established quarterly targets (target quarterly
incentive payments will equal your Annual Target Incentive weighted on
a quarterly basis).
. Enhanced Incentive Payments
. Quarterly operating income in excess of quarterly targets generates an
Enhanced Incentive Account for each participant, out of which
additional year-end payments may be paid (in restricted stock) if IT
meets its annual operating income targets.
. In addition to minimum salary grade and length of service requirements,
participants in this Plan must be participants in the basic STAR Plan and
be specifically approved by executive management to also participate in
this Enhanced STAR Plan.
. Details of this Plan are outlined in the following pages.
. Participants will be notified of their Annual Target Incentive (as a
percent of base salary) by separate letter. Only Enhanced STAR Plan
participants will be provided with details of the Enhanced STAR Plan.
<PAGE>
2
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
QUARTERLY INCENTIVES
. Company Operating Income Targets
. At the end of each quarter, you will be paid an incentive award if the
company reaches 95% of the operating income target for that quarter.
The following schedule will be used to determine awards each quarter.
<TABLE>
<CAPTION>
Actual Operating Portion of Current Quarterly
Income Achieved (as % of target) Award Paid
<S> <C>
==================================================================================
Less than 95% 0
----------------------------------------------------------------------------------
95% 50%
----------------------------------------------------------------------------------
96% 60%
----------------------------------------------------------------------------------
97% 70%
----------------------------------------------------------------------------------
98% 80%
----------------------------------------------------------------------------------
99% 90%
----------------------------------------------------------------------------------
100% 100%
----------------------------------------------------------------------------------
Over 100% Amount over 100% deferred
into Enhanced Incentive Account
==================================================================================
</TABLE>
. Straight line interpolation will be used to calculate intermediate
awards.
<PAGE>
3
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
. However, full year target awards will be divided into quarterly targets
based on the relationship between target quarterly operating income and
target full year operating income for each quarter. For example, for the
plan year 1995, the quarterly targets are as follows.
<TABLE>
<CAPTION>
=====================================================================================================================
QUARTER 1 QUARTER 2 QUARTER 3 QUARTER 4 FULL YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
Operating income targets (millions) $5.3 $7.26 $6.96 $7.67 $27.2
---------------------------------------------------------------------------------------------------------------------
Quarterly operating income target as 19.5% 26.7% 25.6% 28.2% 100%
percent of full-year target
---------------------------------------------------------------------------------------------------------------------
Quarterly award target as 19.5% 26.7% 25.6% 28.2% 100%
percentage of full-year target
=====================================================================================================================
</TABLE>
. Thus, if your normal Annual Target Incentive is 20% of base pay, your
first-quarter portion when the Company reaches the $5.3 million operating
income target will be 19.5% of 20% - or 3.9% of base salary. Targets for
the three remaining quarters would be:
2nd quarter 5.34%
3rd quarter 5.12%
4th quarter 5.64%
. As noted earlier, if the company exceeds 100% of any quarterly operating
income target, any additional (i.e., above target) incentive will be
deferred into the Enhanced Incentive Account, and will be paid out in
restricted stock in the event that the company meets or exceeds 95% of its
annual income target.
<PAGE>
4
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
The Enhanced Portion of the Plan
. In each quarter that operating income equals or exceeds 100% of the
quarterly forecast, your Annual Target Incentive will be increased by one-
third so that you will have the following enhanced incentive opportunities:
<TABLE>
<CAPTION>
==================================================================
Operating Income Enhanced Incentive Compensation
Achieved Potential
<S> <C>
------------------------------------------------------------------
100% +33.0% of quarterly payout
------------------------------------------------------------------
110% +46.7% of quarterly payout
------------------------------------------------------------------
120% +60.1% of quarterly payout
------------------------------------------------------------------
130% +73.5% of quarterly payout
------------------------------------------------------------------
140% +86.9% of quarterly payout
------------------------------------------------------------------
150% +100.0% of quarterly payout
==================================================================
</TABLE>
. Again, straight line interpolation will be used to determine the credit to
the Enhanced Incentive Account.
<PAGE>
5
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
. Thus if the first quarter's actual operating income exceeds the target
by 50%, an additional award equal to 100% of the amount paid for that
quarter will be credited to your Enhanced Incentive Account, and will
payout in restricted stock provided the company reaches 95% of its
full-year operating income target.
. In the event that the Company reaches at least 95% of its full year
operating income target, all amounts in your Enhanced Incentive Account
will be paid to you in shares of common stock of International Technology
Corporation, subject to some restrictions. For the first three years after
these shares are awarded, you cannot sell the stock; following this three-
year holding period, the shares can be sold at the then-current market
value or held for further appreciation.
<PAGE>
6
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
. Each quarter "stands alone" in determining how much compensation is
credited to your Enhanced Incentive Account.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
1st quarter equals 130% of target 73.5% of 1st quarter award added to your
Enhanced Incentive Account
<S> <C>
---------------------------------------------------------------------------------------
2nd quarter equals 98% of target 80% of 2nd quarter award paid quarterly
and zero added to your Enhanced Incentive
Account
---------------------------------------------------------------------------------------
3rd quarter equals 90% of target Nothing earned for quarter and zero added
to your Enhanced Incentive Account
---------------------------------------------------------------------------------------
4th quarter equals 140% of target 86.9% of 4th quarter award added to your
Enhanced Incentive Account
---------------------------------------------------------------------------------------
</TABLE>
. Most importantly, if
. Full-year operating income is below 95% of annual target, no enhanced
awards will be paid
. Full-year operating income is above 95% of annual target, all enhanced
awards paid in Company stock, subject to restrictions noted earlier.
<PAGE>
7
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
Important Details
. The maximum award that any participant can receive under this STAR Plan is
equal to two times the Annual Target Incentive. Thus, a participant with
an Annual Incentive Award of 20% of base salary can receive a combined
award equal to 40% of base salary, with half of this amount quarterly in
cash payments and the remaining half paid in restricted stock of the
company at year-end.
. Enhanced Awards will be made as soon as feasible following the close of the
fiscal year. It is expected that such awards will occur within 30 days of
the yearly closing. Should a participant terminate for any reason prior to
the actual date of award, no award will be made.
. The enhanced portion of the STAR Plan will be paid in the form of
restricted stock in accordance with the terms of the 1991 Stock Incentive
Plan and such other terms as determined by the Committee administering the
1991 Stock Incentive Plan. The dollar value of the Enhanced Annual
Incentive Account will be divided by the fair market value of the per share
price of International Technology common stock to arrive at the number of
shares of restricted stock. You will own and vote the shares in your name,
but will be restricted from selling the shares for three years. Although
you will have alternative tax options available to you, generally the value
of the restricted stock will become taxable to you at the end of the three-
year restriction period. If you leave IT prior to the lapse of
restrictions, all shares will be forfeited and returned to the Company.
<PAGE>
8
INTERNATIONAL TECHNOLOGY STAR PLAN
================================================================================
Important Details (continued)
. In order for any awards to be paid to you, your performance for the quarter
and the full year must meet Company standards for satisfactory performance.
. Any awards paid to participants in this Special Plan will be offset or
reduced on a dollar-for-dollar basis by any awards paid from project-based
or any other incentive plans.
<PAGE>
9
INTERNATIONAL TECHNOLOGY STAR PLAN
SCHEMATIC OF SINGLE QUARTER
================================================================================
[CHART APPEARS HERE]
<PAGE>
FIRST SUPPLEMENT
TO
SPECIAL TURN-A-ROUND PLAN
(FISCAL YEAR 1995 MANAGEMENT INCENTIVE PLAN)
This FIRST SUPPLEMENT to Special Turn-A-Round Plan (Fiscal Year 1995
Management Incentive Plan) (this "Supplement") supplements and amends that
certain Special Turn-A-Round Plan (Fiscal Year 1995 Management Incentive Plan)
(the "Plan") of International Technology Corporation, a Delaware corporation
(the "Company"), as adopted by the Board of Directors of the Company on March 3,
1994, a copy of which is attached hereto as Annex A. Capitalized terms used and
-------
not otherwise defined herein shall have the meanings given them in the Plan.
SECTION 1. CONDITION TO GRANTS OF RESTRICTED STOCK AWARDS.
Awards of restricted stock of the Company shall be made from the
Enhanced Annual Incentive Account of a participant pursuant to the terms of the
Plan if quarterly operating income of the Company for fiscal year 1995 exceeds
95% of the annual operating income target for the Company under the Plan.
SECTION 2. COMPUTATION OF NUMBER OF SHARES AWARDED.
The number of shares of restricted stock of the Company to be granted
to a participant as an Enhanced Annual Incentive Payment pursuant to the Plan
shall equal the quotient of the amount in the Enhanced Annual Incentive Account
of the participant, divided by the average price at which the Company acquires
shares of Common Stock of the Company to be held as treasury stock for purposes
of reissuance pursuant to the Plan.
SECTION 3. DATE OF GRANTS.
Grants of restricted stock will be made as soon as practicable
following the close of the fiscal year of the Company, as determined by the
Committee of the Board of Directors of the Company which administers the Plan.
SECTION 4. REGISTRATION OF SHARES.
The Company will register all shares of restricted stock granted
pursuant to the Plan on a Form S-8 Registration Statement related to the Plan to
be filed with the U.S. Securities and Exchange Commission.
SECTION 5. SUPPLEMENT GOVERNS IN EVENT OF CONFLICT.
In the event that any provision of this Supplement conflicts with a
provision of the Plan, the terms of this Supplement shall govern.
<PAGE>
EXHIBIT 4.2
INTERNATIONAL TECHNOLOGY CORPORATION
RESTRICTED STOCK AND ESCROW AGREEMENT
SPECIAL TURN-A-ROUND PLAN
(FISCAL YEAR 1995 MANAGEMENT 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 Special Turn-A-Round Plan (Fiscal Year 1995 Management
Incentive Plan) (the "Plan"), has granted to Employee on ___________, 1995 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"), which represents the quotient of the aggregate amount allocated
the Employee's Enhanced Incentive Account (as defined in the Plan) divided by
the Formula Price (as defined below), on the terms and conditions set forth
herein.
The purchase price (the "Formula Price") for the Shares shall be
$_______________ per share (which represents the average purchase price of the
Company for the shares of Common Stock acquired for purposes of issuance
pursuant to the Plan).
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.
<PAGE>
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, which shall occur on the
third anniversary of the date of this Agreement. 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.
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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 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
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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, either (i) the Enhanced Incentive Account of such
Employee shall be reduced by such amount as would yield the number of 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) Employee shall pay the Withholding
Amount to the Company in cash or by cashier's or certified bank check payable to
the Company, and (b) if employee is subject to the reporting requirements of
Section 16 of the Exchange Act, Employee shall pay the Withholding Amount to the
Company in cash or by cashier's or certified bank check payable to the Company.
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
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subsidiaries or (z) any entity holding voting securities of the Company for
or pursuant to the terms of any such plan .
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. Special Turn-A-Round 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.
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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)
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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 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related prospectus pertaining to the Special Turn-A-Round Plan (Fiscal
Year 1995 Management 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. We also consent to the reference to our firm under the
caption "Experts" in such Prospectus.
ERNST & YOUNG LLP
Los Angeles, California
July 3, 1995
