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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 1996
INTERNATIONAL TECHNOLOGY
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-09037 33-0001212
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
23456 Hawthorne Boulevard 90505
Torrance, California (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310) 378-9933
None
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On July 2, 1996, the Registrant issued the press release attached to
this report as Exhibit 20.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
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20.1 Press Release of the Registrant dated July 2, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL TECHNOLOGY
CORPORATION
Date: July 3, 1996 By:
Anthony J. DeLuca
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President and Acting Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Number Description
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20.1 Press Release of the Registrant dated July 2, 1996.
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Exhibit 20.1
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Release Date: FOR IMMEDIATE RELEASE
Contact: International Technology Corp.
Phillip H. Ockelmann
(310) 378-9933
Sitrick And Company
Jeffrey Lloyd
(310) 788-2850
Anthony J. DeLuca Named President and Acting CEO
of International Technology Corporation
Torrance, CA -- July 2, 1996 -- Anthony J. DeLuca, 49, has been named
president and acting chief executive officer of International Technology
Corporation (NYSE:ITX) ("IT"). Mr. DeLuca, who was also elected a director
of the Company, has been a senior vice president and chief financial
officer for the past six years. He succeeds Robert B. Sheh, who resigned
as an officer and director to pursue other interests.
Mr. DeLuca said that the Company plans to initiate a number of actions
in the weeks ahead to better focus its resources and capabilities on its
clients and markets. "These steps, which we have been formulating for quite
some time, will balance long-range objectives with short-term realities.
We have considerable managerial talent within this Company, and it is my
intention to streamline decision making to a far greater extent, thereby
allowing IT to rationalize its delivery system, and to accelerate growth
and diversification in existing and emerging markets, with the objective
of providing added value to our clients," Mr. DeLuca said.
"The continued sluggish commercial demand throughout the industry,
combined with delays in the funding of major existing Department of Defense
contracts, caused IT to announce on June 12, 1996 that its results for the
first fiscal quarter ending June 28 would be below
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expectations. Although revenues are expected to progressively increase
throughout the year, it now appears likely that the Company will experience
disappointing results in the second fiscal quarter and possibly in future
fiscal quarters, as well, because of these continuing industry-widefac-
tors," Mr. DeLuca said.
"IT offers clients a broad range of technology-driven services and has
demonstrated its unique capabilities to manage complex projects supported
by a comprehensive, highly disciplined infrastructure. In my view, our
associates have the technical depth and experience combined with unique
project management skills to successfully compete with any firm in our
industry. I am committed to lead our Company to better capitalize on our
strengths, to better serve our clients and to maximize shareholder value,"
Mr. DeLuca said.
IT chairman, E. Martin Gibson, said Mr. DeLuca's appointment not only
reflects the significant contributions he has already made to the Company
during his tenure as chief financial officer, but also the recognition that
Mr. DeLuca possesses the broad business and leadership skills, with a
strong systems development capability, required to guide the Company in
today's challenging environment. Mr. Gibson added that he and Mr. DeLuca
will jointly lead IT's ongoing efforts to pursue possible mergers,
acquisitions, opportunities for capital infusion, or strategic alliances
that will allow the Company to participate in the current environmental
industry consolidation and further maximize shareholder value.
"On February 6, 1996, IT announced that it had hired Donaldson, Lufkin
& Jenrette and The Environmental Financial Consulting Group to advise the
Company regarding a broad range of strategic alternatives to maximize
shareholder value. These efforts are continuing," Mr. Gibson stated.
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"Tony has played a crucial role in the strengthening and repositioning
of our Company. He has been involved in nearly every aspect of the
business. His contributions to the Company have far exceeded the tradition-
al duties of a CFO. Both the Board and I have full and complete confidence
in Tony's ability to assume a leadership role," Mr. Gibson said.
Commenting on Mr. Sheh's departure, Mr. Gibson added, "Bob Sheh, in
his nearly four years as CEO, made many positive contributions to the
Company. We all wish him well in his future endeavors."
Mr. DeLuca continued, "This has been a very difficult period for
everyone in our industry. However, I believe the accomplishments of the
past year, combined with the actions we intend to implement, which are
highly focused on clients and markets, will energize our organization and
position IT for the years ahead."
Mr. DeLuca joined IT as chief financial officer in March 1990, after
20 years at the public accounting firm of Ernst & Young, where he had been
a senior partner and a leader within the firm's National Engineering and
Construction Industry Group.
Except for the historical information contained herein, the matters
discussed in this news release are forward looking statements that involve
risks and uncertainties, including, but not limited to, the projected
financial results for fiscal 1997 and industry wide market factors
affecting both commercial and governmental sector business.
International Technology Corporation, based in Torrance, California,
is a leading environmental management company providing services to
government and industry. The Company's common stock and depositary shares
are traded on the New York Exchange under the symbols ITX and ITX pr,
respectively.
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