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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY , 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0001212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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23456 HAWTHORNE BOULEVARD
TORRANCE, CALIFORNIA 90505
(310) 378-9933
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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(Name, address, including zip code and telephone number,
including area code, of agent for service)
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COPY TO:
ANDREW E. BOGEN, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock ($1.00 par value).................... 358,378 shares $2.56 $917,448 $316.36
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
Calculated on the basis of the average of the high and low sales prices per
share of the Registrant's Common Stock as reported by the New York Stock
Exchange, Inc. on July 1, 1996 (the Registrant previously paid fees in the
amount of $339.84 on June 28, 1996).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY , 1996
PROSPECTUS
INTERNATIONAL TECHNOLOGY CORPORATION
COMMON STOCK
($1.00 PAR VALUE)
358,378 SHARES
This Prospectus relates to 358,378 shares of Common Stock, par value $1.00
per share ("Common Stock"), of International Technology Corporation, a Delaware
corporation (the "Company"), which may be offered for sale from time to time by
the shareholders of the Company listed herein under "Selling Shareholders" (the
"Selling Shareholders"). The shares of Common Stock offered hereby (hereinafter,
the "Securities") were issued to the Selling Shareholders in connection with the
acquisition of Gradient Corporation, a Massachusetts corporation ("Gradient") by
IT Corporation, a California corporation and a wholly-owned subsidiary of the
Company. The Company is registering the Securities pursuant to the terms of the
Stock Purchase and Sale Agreement dated February 21, 1996 (the "Stock Purchase
Agreement") among the Company, IT Corporation, and the Selling Shareholders in
order to provide the holders thereof with freely tradeable securities, but the
registration of the Securities does not necessarily mean that all or any of the
Securities will be sold by the Selling Shareholders.
The Company will not receive any of the proceeds from the sale of the
Securities. The Company will pay all of the expenses associated with the
registration of the Securities, estimated to be approximately $13,616. The
Selling Shareholders will pay the other costs, if any, associated with any sale
of the Securities.
See "Risk Factors" on pages 3 through 7 for certain considerations relevant
to an investment in the Securities.
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
the Pacific Stock Exchange (the "PSE") under the symbol "ITX." On July 1, 1996,
the last reported sale price per share of the Common Stock, as quoted on the
NYSE, was $2.625.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JULY , 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statements"), File No. 333- , of which this Prospectus is a part, under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities covered by this Prospectus. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information regarding the Company and the Securities,
reference is hereby made to the Registration Statement, the exhibits to the
Registration Statement, and the documents incorporated by reference into the
Registration Statement, which may be obtained upon payment of a fee prescribed
by the Commission or may be examined free of charge at the principal office of
the Commission in Washington, D.C.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, material filed by the Company can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005,
and the PSE, 301 Pine Street, San Francisco, California 94104, on which the
shares of Common Stock of the Company are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are by this
reference incorporated in and made a part of this Prospectus: (i) the Annual
Report on Form 10-K for the fiscal year ended March 29, 1996, File No. 1-9037;
(ii) the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed September 1, 1992, together with any amendment or
report filed with the Commission for the purpose of updating such description;
(iii) the Current Report on Form 8-K filed July 3, 1996; and (iv) all documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all Securities offered hereby have
been sold or which deregisters all Securities then remaining unsold. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to International
Technology Corporation, Attention: Philip H. Ockelmann, 23456 Hawthorne
Boulevard, Torrance, California 90505, telephone number (310) 378-9933.
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THE COMPANY
The Company provides a wide range of environmental management services and
technologies, including the assessment, decontamination and remediation of
situations involving hazardous materials and pollution prevention and
minimization, to governmental and commercial entities predominately in the
United States. The Company's business strategy is to provide environmental
services on a full-service basis, particularly by focusing on its capabilities
to manage complex environmental issues from the initial assessment of the level
and extent of contamination through the design, engineering and execution of a
solution that minimizes total cost to the client. Demand for the Company's
services is heavily influenced by the level of enforcement of environmental laws
and regulations, funding levels for government projects and spending patterns of
commercial clients.
The Company's Common Stock is listed on the NYSE under the symbol "ITX." The
principal offices of the Company are located at 23456 Hawthorne Boulevard,
Torrance, California 90505, telephone number (310) 378-9933. The Company was
incorporated in Delaware in 1983.
RISK FACTORS
The Securities offered hereby are speculative in nature and involve a high
degree of risk. In addition to the other information included elsewhere in this
Prospectus, the following factors should be considered carefully in evaluating
an investment in the Securities offered by this Prospectus.
CLOSURE OF INACTIVE DISPOSAL SITES AND POTENTIAL CERCLA LIABILITIES
In December 1987, the Company's Board of Directors adopted a strategic
restructuring program that included a formal plan to divest its transportation,
treatment and disposal operations. Pursuant to this program, two of the
Company's four inactive treatment, storage and disposal facilities in Northern
California have been formally closed and the other two are in the process of
formal closure.
Closure and post-closure costs are incurred over a significant number of
years and are subject to a number of variables including, among others,
completion of negotiations regarding specific site closure and post-closure
plans with applicable regulatory agencies. The Company has estimated the impact
of closure and post-closure costs in the provision for loss on disposition;
however, closure and post-closure costs could be higher than estimated if
regulatory agencies were to require closure and/or post-closure procedures
significantly different than those in the plans developed by the Company or if
there are additional delays in the closure plan approval process. As of March
29, 1996, the Company's consolidated balance sheet included accrued liabilities
of approximately $42,000,000 to complete the closure and post-closure of its
disposal facilities and the potentially responsible party (PRP) matters
discussed below.
The carrying value of the long-term assets of transportation, treatment and
disposal discontinued operations of $41,705,000 at March 29, 1996 is principally
comprised of residual land at the inactive disposal facilities and assumes that
sales will occur at current market prices estimated by the Company based on
certain assumptions (entitlements, development agreements, etc.), taking into
account market value information provided by independent real estate appraisers.
In regard to any of the residual land, there is no assurance as to the timing of
sales or the Company's ability to ultimately liquidate the land for the sale
prices assumed. Consequently, if the assumptions used to determine such prices
are not realized, the value of the land could be materially different from the
current carrying value which could, in turn, require an increase in the
provision for loss on disposition.
There are several disposal sites, including the Operating Industries, Inc.
Superfund site, at which the Company has been named a PRP under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA" or "Superfund") or has otherwise been identified as responsible for
site cleanup and at which the U.S. Environmental Protection Agency (the "USEPA")
and the Department of Toxic Substances Control of the Environmental Protection
Agency of the State
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of California ("DTSC") are investigating certain transportation and disposal
activities conducted by the Company and other companies. The Company has been,
and from time to time may be, named as a PRP at other sites as a result of its
transportation, treatment and disposal discontinued operations.
The provision for loss on disposition of discontinued operations is based on
various assumptions and estimates and is reevaluated periodically in light of
current developments. The Company believes that the provision as of March 29,
1996 is reasonable; however, the ultimate effect of the divestiture on the
consolidated financial condition of the Company is dependent upon future events,
the outcome of which cannot be determined at this time. Outcomes significantly
different from those used to estimate the provision for loss could result in a
material adverse effect on the consolidated financial condition and results of
operations of the Company.
QUANTERRA
In June 1994, the Company and an affiliate of Corning Incorporated (Corning)
combined the two companies' environmental analytical services businesses into a
newly formed 50%/50% jointly-owned company (Quanterra). In connection with the
formation of Quanterra, an integration plan was implemented to eliminate
redundant laboratory facilities and duplicative overhead and systems. IT's
portion of the charge for integration was $9,264,000, including $2,869,000
incurred directly by IT. In January 1996, the Company and Corning completed an
agreement to recapitalize Quanterra which resulted in a change in Quanterra's
ownership to 19% by IT and 81% by Corning. The Company reported a pre-tax charge
of $24,595,000 related to the recapitalization transaction. At March 29, 1996,
the Company's investment in Quanterra was $12,975,000. The Company will monitor
the value of its investment in Quanterra on an ongoing basis and will recognize
any impairment in value should it occur.
The Company's agreements with Corning relating to Quanterra contain certain
provisions which have affected, and in the future could effect, liquidity. IT
was required by these agreements to contribute $2,500,000 to Quanterra in
October 1995 and an additional $2,500,000 in January 1996 in connection with the
recapitalization of Quanterra. The Company, as part of the recapitalization, is
committed to contribute (as required for working capital purposes) up to an
additional $2,500,000 to Quanterra (of which $475,000 was paid in March 1996 and
another $475,000 was paid in April 1996) and has the option to make additional
contributions to maintain its 19% interest.
POTENTIAL ADVERSE IMPACT OF PENDING LITIGATION
The Company has several significant litigation and investigatory matters
pending which the Company is defending vigorously. These matters include
contractual and tort claims arising from services performed by the Company,
government audits and investigations related to government contracts performed
by the Company, and lawsuits brought by stockholders. Litigation is
unpredictable by nature and if one or more of such matters were adversely
decided to the Company, it could have a material adverse effect on the
consolidated financial condition and results of operations of the Company.
DEPENDENCE ON ENVIRONMENTAL REGULATIONS
Substantially all of the Company's revenue is generated either directly or
indirectly as a result of federal and state laws, regulations and programs
related to the environment. Accordingly, changes in these laws or regulations,
or in governmental policies regarding the funding, implementation or enforcement
of the programs, could have a material adverse effect on the Company's business.
INCREASED COMPETITIVE ENVIRONMENT AND CERTAIN MARKET CONDITIONS
The environmental management industry is very competitive and increased
competition, combined with changes in client procurement procedures, has
resulted in market trends over the past several years toward lower contract
margins, a client preference for fixed-price or unit-price contracts and
unfavorable changes in contract terms and conditions in areas such as
indemnification of the client by the Company of liabilities for damage or injury
to third parties and property and for environmental fines and penalties.
Additionally, certain of the Company's competitors have greater
4
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financial resources which allow for better access to bonding and insurance
markets. The entry of large systems contractors and international construction
and engineering firms into the environmental management industry has materially
increased the level of competition for major federal governmental contracts and
programs, which have been the primary source of the Company's revenue in the
past several years. Over the past several years, there has been consolidation in
the industry as certain of the larger corporations have acquired smaller firms
which, although reducing the number of industry competitors to some degree, has
increased the number of stronger competitors. The Company's ability to maintain
or improve upon gross margins is heavily dependent on increasing utilization of
professional staff at adequate margin levels and successfully performing large
construction and remediation projects within budget. In the near term,
maintaining current gross margin levels will require attention to cost
containment programs in all service areas of the Company (See Federal Budget
Authorization Delay and Regulatory Uncertainties). There can be no assurance
that the Company's revenues and results of operations will not be adversely
affected by these and other competitive factors.
DEPENDENCE ON GOVERNMENT MARKET AND RISKS OF GOVERNMENT CONTRACTING
For the fiscal year ended March 29, 1996, approximately 65% of the Company's
revenues were derived from federal government contracts. Over at least the next
two fiscal years, the Company expects that the percentage of its revenues
attributable to such clients will continue to be substantial. In addition to its
dependence on governmental contracts, the Company also faces the risks
associated with such contracting, which include substantial civil and criminal
fines and penalties for, among other matters, failure to follow procurement
integrity and bidding rules, employing improper billing practices or otherwise
failing to follow cost accounting standards, receiving or paying kickbacks or
filing false claims. Government contracting requirements are complex, highly
technical and subject to varying interpretation. As a result of its government
contracting business, the Company has been, is, and expects in the future to be,
the subject of audits and investigations by government agencies. In addition to
potential damage to the Company's business reputation, the failure to comply
with the terms of one or more of its government contracts could also result in
the Company's suspension or debarment from future governmental contract projects
for a significant period of time. The fines and penalties which could result
from noncompliance with appropriate standards and regulations, or the Company's
suspension or debarment, could have a material adverse effect on the Company's
business.
FEDERAL BUDGET AUTHORIZATION DELAY AND REGULATORY UNCERTAINTIES
After the lengthy delays, the U.S. Congress has enacted legislation
providing current fiscal year environmental cleanup budgets for US Department of
Defense (DOD), US Department of Energy (DOE) and USEPA's Superfund which
resulted in reductions of 12%, 7% and 10%, respectively, from prior year levels.
For the upcoming fiscal year, the Clinton Administration has proposed budgets
for each program that maintain this year's funding level. Congress is
considering a substantial increase in USEPA's Superfund cleanup budget,
contingent upon reauthorization of CERCLA this year, and a 5% increase in DOE's
cleanup budget. Failure of the Congress to increase future environmental
restoration funds may adversely affect future government contracting
opportunities and funding of the Company's contracted backlog.
Additionally, funding authority under CERCLA lapsed on December 31, 1995,
and it is uncertain when reauthorization will occur or what the details of the
legislation, including retroactive liability, cleanup standards, and remedy
selection, may include. Uncertainty regarding possible Congressional rollbacks
of environmental regulation and enforcement have led commercial clients to delay
projects as well, although there are recent indications of a reduction in the
likelihood of significant rollbacks. Contemplated changes in regulations could
decrease the demand for certain of the Company's services, as customers
anticipate and adjust to the new regulations. However, the proposed legislation
could also result in increased demand for certain of the Company's services if
regulatory changes decrease the cost of remediation projects or result in more
funds being spent for actual remediation.
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The ultimate impact of the proposed changes will depend upon a number of
factors, including the overall strength of the U.S. economy and customers' views
on the cost effectiveness of remedies available under the changed regulations.
The federal budget authorization delay and regulatory uncertainties
discussed above are putting increased pressure on the Company's business.
Although funding trends under DOD contracts have recently improved and the
Company has been awarded several new, large contracts in April and May 1996, it
expects to report a net loss after preferred stock dividends of between
$1,800,000 and $2,700,000, or $0.05 and $0.07 per share, for the first fiscal
quarter ending June 28, 1996 on revenues of approximately $80,000,000. Based on
recent trends, revenues are expected to progressively increase from first
quarter levels during the remainder of fiscal year 1997.
EXPANDING ENVIRONMENTAL CONTRACTOR LIABILITIES AND REGULATORY RISKS
All facets of the Company's business are conducted in the context of a
rapidly developing and changing statutory and regulatory framework which creates
significant risks for the Company, including potentially large civil and
criminal liabilities from violations of environmental laws and regulations and
liabilities to customers and to third parties for damages arising from
performing services for clients. There have also been efforts to expand the
reach of various environmental statutes to make contractor firms responsible for
cleanup costs by claiming that environmental contractors are owners or operators
of hazardous waste facilities or that they arranged for treatment,
transportation or disposal of hazardous substances. Many clients contracting for
environmental management services seek to shift to contractors a number of the
risks of such projects, including the risk of completing the project in the
event the contamination is either more extensive or difficult to resolve than
originally anticipated, and possible liabilities for damages or injuries to
third parties and property stemming from the release of hazardous materials or
otherwise and for environmental fines and penalties. The Company has from time
to time been involved in claims and litigation involving such disputes.
Furthermore, the USEPA and other federal agencies have constricted significantly
the circumstances under which it will indemnify its contractors against
liabilities incurred in connection with certain projects. The Company has
adopted a range of insurance and risk management programs designed to reduce
potential liabilities, including insurance policies, programs to seek indemnity
where possible in its contracts, other contract administration procedures, and
employee health, safety, training and environmental monitoring programs. In
addition, as a result of the substantial increase over the past several years in
the percentage of the Company's revenue derived from work for governmental
agencies, the Company has developed a company-wide government contracts
compliance program. There can be no assurance that such programs will be
adequate to protect the Company from such risks and in the case of insurance,
that the Company's insurance program will continue to be available or that the
dollar amount of any liability that the Company may incur will not exceed the
policy limits of its coverage.
LIQUIDITY CONSTRAINTS
The Company continues to have significant cash requirements, including
working capital, capital expenditures, expenditures for the closure of its
inactive disposal facilities and PRP matters (which are expected to increase
from recent levels over the next several years), dividend obligations on the
depositary shares and contingent liabilities. The recent decline in the
Company's business combined with these significant cash requirements is expected
to substantially reduce the Company's present combined cash position and
availability under its bank line; however, subject to the progressive recovery
of the Company's business during fiscal year 1997, the Company's liquidity
position is expected to be sufficient to meet the foreseeable requirements.
INCINERATION MARKET UNCERTAINTIES
Approximately 11% of IT's revenues in both fiscal years 1996 and 1995 were
derived from large, complex thermal remediation contracts utilizing the
Company's mobile, on-site Hybrid Thermal Treatment Systems-Registered Trademark-
("HTTS") thermal treatment technology. Incineration as an allowable remedy
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under CERCLA continues to come under legislative and regulatory pressures. If
policies were implemented or regulations were changed such that the Company was
unable to permit and use thermal treatment on remediation projects due to either
regulatory or market factors, the Company would have to find alternative uses
for its HTTS equipment. If alternative uses, such as foreign installations, were
not found or were uneconomical, there could be a negative effect to the Company
due to impairment of HTTS assets as well as lost project opportunities. The
Company's backlog of contracts which utilize HTTS equipment was approximately
$23,000,000 at March 29, 1996. The Company is actively pursuing other contract
opportunities which utilize the HTTS equipment. At March 29, 1996, IT's HTTS
equipment had a net book value of approximately $16,000,000.
FLUCTUATIONS IN OPERATING RESULTS AND STOCK PRICE
The Company's future operating results and stock price could be subject to
significant fluctuations and volatility. Fluctuations may be due to factors
specific to the Company, to changes in analysts' estimates, or to factors
affecting the environmental services industry or the securities markets in
general. In addition, any decrease in revenues or quarterly results, or failure
to meet market expectations, could have an immediate and significant adverse
effect on the trading price of the Company's common stock in any given period.
Additionally, if the Company does not maintain an earnings trend which supports
the Company's net deferred tax asset, an increase in the deferred tax asset
valuation allowance would be required, which could have a material effect on the
Company's consolidated net worth.
INTENTION REGARDING PAYMENT OF COMMON STOCK DIVIDENDS
The Company currently retains all of its earnings for investment in and
operation of its business, and does not anticipate paying any cash dividends in
the foreseeable future. There can be no assurance that the Company will pay cash
dividends at any time, or that the failure to pay dividends for a period of time
will not adversely affect the market price of the Company's Common Stock.
SELLING SHAREHOLDERS
The Selling Shareholders listed below received their shares of Common Stock
of the Company in connection with the Company's acquisition of Gradient.
Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to use
its best efforts to register for offer or sale to the public the shares of
Common Stock of the Company issued to the Selling Shareholders pursuant thereto.
The registration of the Securities, however, does not necessarily mean that all
or any of the Securities will be sold by the Selling Shareholders.
<TABLE>
<CAPTION>
SHARES OWNED AND
SELLING SHAREHOLDER OFFERED HEREBY
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Brian L. Murphy........................................... 158,682
Neil S. Shifrin........................................... 159,398
Barbara D. Beck........................................... 35,288
Peter A. Valberg.......................................... 2,565
A. Dallas Wait............................................ 2,445
</TABLE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the NYSE or the PSE or
the over-the-counter market or otherwise at prices and on terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Securities may be sold in (i) a block trade in which the
broker or dealer so engaged will attempt to sell the Securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (ii) transactions in which a broker or dealer acts as principal and
resells the Securities for its account pursuant to this Prospectus, (iii) an
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exchange distribution in accordance with the rules of such exchange, and (iv)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Certain
Selling Shareholders also may, from time to time, authorize underwriters acting
as their agents to offer and sell Securities upon such terms and conditions as
shall be set forth in any prospectus supplement. Underwriters, brokers or
dealers will receive commissions or discounts from Selling Shareholders in
amounts to be negotiated immediately prior to sale. Such underwriters, brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any discounts and commissions received by them and any profit realized
by them on the resale of the Securities may be deemed to be underwriting
discounts and commissions under the Securities Act.
There is no assurance that any of the Selling Shareholders will offer for
sale or sell any or all of the Securities covered by this Prospectus.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Gibson, Dunn &
Crutcher LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements and schedule of International
Technology Corporation appearing in International Technology Corporation's
Annual Report (Form 10-K) for the year ended March 29, 1996, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities to be registered, all of which shall be paid by the Company, are as
follows:
<TABLE>
<S> <C>
SEC registration fee............................................. $ 316.36
NYSE and PSE listing fees........................................ 1,300.00
Legal fees and expenses*......................................... 5,000.00
Accounting fees and expenses*.................................... 5,000.00
Blue sky fees and expenses*...................................... 1,000.00
Miscellaneous expenses*.......................................... 1,000.00
----------
Total........................................................ $13,616.36
----------
----------
</TABLE>
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware, the state of
incorporation of the Company, and the Bylaws of the Company provide for
indemnification of officers and directors. Section 145 of the Delaware General
Corporation Law provides generally that a person sued as a director, officer,
employee or agent of a corporation may be indemnified by the corporation for
reasonable expenses, including attorneys' fees, if, in cases other than actions
brought by or in the right of the corporation, he or she has acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation (and in the case of a criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful). Section
145 provides that no indemnification for any claim or matter may be made, in the
case of an action brought by or in the right of the corporation, if the person
has been adjudged to be liable, unless the Court of Chancery or other court
determines that indemnity is fair and reasonable despite the adjudication of
liability. Indemnification is mandatory in the case of a director, officer,
employee or agent who has been successful on the merits, or otherwise, in
defense of a suit against him or her. The determination of whether a director,
officer, employee or agent should be indemnified is made by a majority of
disinterested directors, independent legal counsel or the stockholders.
Directors and officers of the Company are covered under policies of
directors' and officers' liability insurance. The directors and all officers
serving International Technology Corporation as Senior Vice President or in a
higher position are parties to Indemnity Agreements (the "Indemnity
Agreements"). The Indemnity Agreements provide indemnification for the directors
and covered officers in the event the directors' and officers' liability
insurance does not cover a particular claim for indemnification or if such a
claim or claims exceed the limits of such coverage. The Indemnity Agreements are
generally intended to provide indemnification for any amounts a director or
covered officer is legally obligated to pay because of claims arising out of the
director's or officer's service to International Technology Corporation.
ITEM 16. EXHIBITS
The Exhibit Index is attached hereto on page II-4.
ITEM 17. UNDERTAKINGS
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
II-1
<PAGE>
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
thereby and the offerings of such securities at the time shall be deemed to be
the initial BONA FIDE offering thereof.
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
matters 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.
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;
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the 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.
(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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 27th day of
June, 1996.
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ ANTHONY J. DELUCA
-------------------------------------------
Anthony J. Deluca
President and Acting Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints [Anthony J. DeLuca and Philip H. Ockelmann,] 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
- ------------------------------------ -------------------------- --------------
<C> <S> <C>
/s/ E. MARTIN GIBSON
- ------------------------------------ Chairman of the Board June 27, 1996
E. Martin Gibson
/s/ DONALD S. BURNS
- ------------------------------------ Director June 27, 1996
Donald S. Burns
/s/ KIRBY L. CRAMER
- ------------------------------------ Director June 27, 1996
Kirby L. Cramer
/s/ RALPH S. CUNNINGHAM
- ------------------------------------ Director June 27, 1996
Ralph S. Cunningham
/s/ W. SCOTT MARTIN
- ------------------------------------ Director June 27, 1996
W. Scott Martin
/s/ JAMES C. MCGILL
- ------------------------------------ Director June 27, 1996
James C. McGill
/s/ HENRY E. RIGGS
- ------------------------------------ Director June 27, 1996
Henry E. Riggs
/s/ JACK O. VANCE
- ------------------------------------ Director June 27, 1996
Jack O. Vance
President and Acting Chief
/s/ ANTHONY J. DELUCA Executive Officer, Chief
- ------------------------------------ Financial Officer June 27, 1996
Anthony J. DeLuca (Principal Executive and
Financial Officer)
/s/ PHILIP H. OCKELMANN Vice President, Treasurer
- ------------------------------------ (Principal Accounting June 27, 1996
Philip H. Ockelmann Officer)
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- -------- ---------------------------------------------------------------------- -------------
<C> <S> <C>
2 Stock Purchase and Sale Agreement dated February 21, 1996 previously
filed with the Company's Annual Report on Form 10-K for the fiscal
year ended March 29, 1996 and incorporated herein by this
reference............................................................
4.1 Certificate of Incorporation, as amended (previously filed with the
Annual Report on Form 10-K for the fiscal year ended March 31, 1988
and incorporated herein by this reference)...........................
4.2 Bylaws, as amended (filed with the Company's Annual Report on Form
10-K for the fiscal year ended March 29, 1996 and incorporated herein
by this reference)...................................................
5.1 Opinion of Gibson, Dunn & Crutcher LLP................................
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5).......
23.2 Consent of Ernst & Young LLP, independent auditors....................
24 Power of Attorney (included at page II-3).............................
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
June 30, 1996
(213) 229-7000 C 42208-00089
International Technology Corporation
23456 Hawthorne Boulevard
Torrance, California 90505-4738
Re: International Technology Corporation --
Form S-3 Registration Statement
------------------------------------------
Gentlemen:
We have acted as special counsel to International Technology Corporation, a
Delaware corporation (the "Company"), in connection with the registration by the
Company on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, of 358,378 shares of the Company's common stock, $1.00 par
value (the "Shares"). The Shares are being offered for sale by certain
shareholders of the Company (the "Selling Shareholders") identified in the
Registration Statement.
On the basis of such investigation as we have deemed necessary, we are of
the opinion that the Shares to be offered for sale by the Selling Shareholders
have been duly authorized and validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
KEB/TJH/JSF
LA961780.159/2+
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of International
Technology Corporation for the registration of shares of its common stock and to
the incorporation by reference therein of our report dated May 15, 1996, with
respect to the consolidated financial statements and schedule of International
Technology Corporation included in its Annual Report (Form 10-K) for the year
ended March 29, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
July 2, 1996
