<PAGE>
As filed with the Securities and Exchange Commission on February 2, 1996
Registration Statement No. 333-
================================================================================
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)
IT CORPORATION RETIREMENT 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 2,000,000 shares $2.0625 $4,125,000 $1,423
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Price per share and aggregate offering price are estimated solely for
purpose of calculating the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low prices of the Common Stock of
International Technology Corporation as reported on the New York Stock
Exchange on January 30, 1996.
================================================================================
<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 Registrant's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995;
(3) The Registrant's Current Reports on Form 8-K dated May 2, 1995 and
October 25, 1995; and
(4) The description of the 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 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
2
<PAGE>
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 IT Corporation Retirement Plan (previously filed as Exhibit
10(iii)(4) to the Registrant's Annual Report on Form 10-K for
the year ended March 31, 1995 and incorporated herein by
reference).
4.2 Amendment Number One to IT Corporation Retirement Plan, dated as
of July 1, 1995.
4.3 Amendment Number Two to IT Corporation Retirement Plan, dated as
of October 1, 1995
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 5 and 6 of this
Registration Statement).
The Registrant undertakes that it will submit or has submitted the
plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the plan.
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-
3
<PAGE>
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.
(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.
4
<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 31st day of
January, 1996.
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ 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 January 31, 1996
- ----------------------------- Directors
E. Martin Gibson
/s/ Robert B. Sheh Director, President and Chief January 31, 1996
- ----------------------------- Executive Officer
Robert B. Sheh
/s/ Donald S. Burns Director January 31, 1996
- -----------------------------
Donald S. Burns
/s/ Kirby L. Cramer Director January 31, 1996
- -----------------------------
Kirby L. Cramer
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ralph S. Cunningham Director January 31, 1996
- -----------------------------
Ralph S. Cunningham
/s/ W. Scott Martin Director January 31, 1996
- -----------------------------
W. Scott Martin
/s/ James C. McGill Director January 31, 1996
- -----------------------------
James C. McGill
/s/ Henry E. Riggs Director January 31, 1996
- -----------------------------
Henry E. Riggs
/s/ Jack O. Vance Director January 31, 1996
- -----------------------------
Jack O. Vance
/s/ Anthony J. DeLuca Senior Vice President and January 31, 1996
- ----------------------------- Chief Financial Officer
Anthony J. DeLuca (Principal Financial Officer)
/s/ Philip H. Ockelmann Vice President, Treasurer and January 31, 1996
- ----------------------------- Controller (Principal
Philip H. Ockelmann Accounting Officer)
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page*
- ------- ----------- --------------
<C> <S> <C>
4.1 IT Corporation Retirement Plan (previously filed
as Exhibit 10(iii)(4) to the Registrant's Annual
Report on Form 10-K for the year ended March 31,
1995 and incorporated herein by reference)
4.2 Amendment Number One to IT Corporation Retirement Plan,
dated as of July 1, 1995.
4.3 Amendment Number Two to IT Corporation Retirement Plan,
dated as of October 1, 1995.
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages 5 and 6 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.
7
<PAGE>
EXHIBIT 4.2
AMENDMENT NUMBER ONE
IT CORPORATION RETIREMENT PLAN
1993 RESTATEMENT
The IT Corporation Retirement Plan (1993 Restatement) shall be amended,
effective July 1, 1995, as follows:
A. Section 6.1(c) shall be amended in its entirety to read as follows:
(c) Prior to July 1, 1995, four percent (4%), and after June 30, 1995,
three percent (3%) of that Compensation of all eligible Participants
eligible for an allocation pursuant to the provisions of Section 7.2(a) of
the Plan for the Plan Year with respect to which such allocation is to be
made, reduced by any forfeitures applied to reduce Company Contributions in
accordance with Section 9.5(f), which amount is to be allocated to Eligible
Participants' Company Fixed Contribution Accounts; and
B. Section 6.1 shall be amended by striking "and" at the end of Section
6.1(c), by striking the period at the end of Section 6.1(d) and inserting
instead "; and", and by adding a new Section 6.1(e), to read as follows:
(e) A monthly matching contribution for each Participant equal to fifty
percent (50%) of the contributions made by the Participant under Section
5.1 hereof for such month that does not exceed four percent (4%) of such
Participant's Compensation for such month, all Participant matching
contributions to be allocated to Participants' respective Company Matching
Contribution Accounts.
C. New Section 6.5 and 6.6 shall be added to read as follows:
6.5 Limitation on Matching Contributions Made on Behalf of Highly
-------------------------------------------------------------
Compensated Employees.
---------------------
With respect to each Plan Year, Matching Contributions under the Plan for
the Plan Year shall not exceed the limitations on
<PAGE>
contributions by or on behalf of Highly Compensated Employees under Section
401(m) of the Code, as provided in this Section. In the event that
Matching Contributions under this Plan made on behalf of Highly Compensated
Employees for any Plan Year exceed the limitations of this Section for any
reason, such excess Matching Contributions and any income allocable
thereto shall be reduced in accordance with Section 6.6.
(a) Matching Contributions made on behalf of Participants for a Plan
Year shall satisfy the Average Contribution Percentage test set forth in
(i)(A) below, or the alternative Average Contribution Percentage test set
forth in (i)(B) below, and to the extent required by regulations under Code
Section 401(m), also shall satisfy the test set forth in (ii) below:
(i)(A) The Average Contribution Percentage for Eligible Employees who
are Highly Compensated Employees shall not be more than the Average
Contribution Percentage of all other Eligible Employees multiplied by 1.25,
or
(i)(B) The excess of the Average Contribution Percentage for Eligible
Employees who are Highly Compensated Employees over the Average
Contribution Percentage for all other Eligible Employees shall not be more
than two (2) percentage points, and the Average Contribution Percentage for
the Highly Compensated Employees shall not be more than the Average
Contribution Percentage of all other Eligible Employees multiplied by 2.00.
(ii) The Actual Deferral Percentage for Highly Compensated Employees
eligible to participate in this Plan and a plan of the Company or an
Affiliated Company that satisfies the requirements of Section 401(k) of the
Code, including, if applicable, this Plan, shall be reduced to the extent
necessary to satisfy the requirements of Treasury Regulations Section
1.401(m)-2 or a similar such rule.
(b) For purposes of Sections 6.5 and 6.6, the following definitions
shall apply:
(i) "Average Contribution Percentage" means, with respect to a group of
Eligible Employees for a Plan Year, the average of the Contribution
2
<PAGE>
Percentage, calculated separately for each Eligible Employee in such group.
(ii) The "Contribution Percentage" means for any Eligible Employee the
percentage determined by dividing the sum of Matching Contributions under
the Plan on behalf of each Eligible Employee for such Plan Year, by such
Eligible Employee's Compensation for such Plan Year in accordance with
regulations prescribed by the Secretary of the Treasury under Code Section
401(m). To the extent determined by the Committee and in accordance with
regulations issued by the Secretary of the Treasury under Code Section
401(m)(3), Compensation Deferrals by a Participant on behalf of an Eligible
Employee and any qualified nonelective contributions, within the meaning of
Code Section 401(m)(4)(C), on behalf of an Eligible Employee may also be
taken into account for purposes of calculating the Contribution Percentage
of such Eligible Employee, but shall not otherwise be taken into account.
However, if Matching Contributions are taken into account for purposes of
determining the Actual Deferral Percentage of an Eligible Employee for a
Plan Year under Section 5.3 then such Matching Contributions shall not be
taken into account under this Section 6.5.
(iii) "Company Contributions" for purposes of the Average Contribution
Percentage test shall include a Matching Contribution only if it is
allocated to the Participant's Matching Contribution Account during the
Plan Year and is paid to the Trust Fund by the end of the twelfth month
following the close of the Plan Year. "Company Contributions" shall also
include any forfeitures allocated to a Participant during the Plan Year on
the basis of his Compensation Deferrals for such Plan Year.
(iv) "Eligible Employee" means any Eligible Employee directly or
indirectly eligible to receive an allocation of Matching Contributions for
the Plan Year, including any otherwise Eligible Employee during a
period of suspension due to a hardship withdrawal, in accordance with
regulations prescribed by the Secretary of the Treasury under Code Section
401(k).
(v) "Compensation" means Compensation determined by the Committee in
accordance with Section 414(s) of the Code, including to the extent
3
<PAGE>
determined by the Committee, amounts deducted from an Employee's wages or
salary that are not currently includable in the Employee's gross income by
reason of the application of Code Section 402(a)(8) or 125.
(c) In the event that as of the last day of a Plan Year this Plan
satisfies the requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of Section 410(b) of the Code only if aggregated with this
Plan, then this Section 6.5 shall be applied by determining the
Contribution Percentages of Eligible Employees as if all such plans were a
single plan, in accordance with regulations prescribed by the Secretary of
the Treasury under Section 401(m) of the Code.
(d) For purposes of this Section, the Contribution Percentage for any
Eligible Employee who is a Highly Compensated Employee under two or more
Code Section 401(a) plans of the Company or an Affiliated Company to
the extent required by Code Section 401(m), shall be determined in a manner
taking into account the participant contributions and matching
contributions for such Eligible Employee under each of such plans.
(e) If an Eligible Employee (who is also a Highly Compensated Employee) is
subject to the family aggregation rules in Section 2.25(b)(vi), the
combined Average Contribution Percentage for the family group (which is
treated as one Highly Compensated Employee) shall be the greater of:
(i) the Average Contribution Percentage determined by combining the
Matching Contributions, amounts treated as Matching Contributions under
Code Section 401(m)(3), and Compensation of all the eligible family members
who are Highly Compensated Employees (without regard to the family
aggregation rules in Section 2.25(b)(vi)), and
(ii) the Average Contribution Percentage determined by combining the
Matching Contributions, amounts treated as Matching Contributions under
Code Section 401(m)(3), and Compensation of all the eligible family
members.
4
<PAGE>
(f) The determination of the Contribution Percentage of any Participant
shall be made after first applying the provisions of Section 5.4 and next,
after applying the provisions of Article V relating to certain limits under
Section 401(k) of the Code imposed on Compensation Deferrals of Highly
Compensated Employees.
(g) The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.
(h) The Committee shall keep or cause to have kept such records as are
necessary to demonstrate that the Plan satisfies the requirements of Code
Section 401(m) and the regulations thereunder, in accordance with
regulations prescribed by the Secretary of the Treasury.
6.6 Provisions for Reduction of Excess Matching Contributions Made on
-----------------------------------------------------------------
Behalf of Highly Compensated Employees.
--------------------------------------
(a) The Committee shall determine, as soon as is reasonably possible
following the close of the Plan Year, if Matching Contributions made on
behalf of Highly Compensated Employees satisfy the Average Contribution
Percentage test for such Plan Year. If, pursuant to the determination by
the Committee, Matching Contributions made on behalf of a Highly
Compensated Employee must be reduced to enable the Plan to satisfy the
Average Contribution Percentage test, then the Committee shall take the
following actions. If administratively feasible, excess Matching
Contributions which are nonforfeitable under the Plan, including any income
allocable thereto, shall be distributed to Highly Compensated Employees,
or, to the extent forfeitable, forfeited, within two and one-half (2-1/2)
months following the close of the Plan Year for which the excess Matching
Contributions were made, but in any event no later than the end of the
first Plan Year following the Plan Year for which the excess Matching
Contributions were made, notwithstanding any other provision in this Plan.
Any distribution or forfeiture of excess Matching Contributions for any
Plan Year
5
<PAGE>
shall be made on the basis of the respective portions of such excess
Matching Contributions attributable to each Highly Compensated Employee.
Amounts of excess Matching Contributions forfeited by Highly Compensated
Employees under this Section, including any income allocable thereto, shall
be applied, to the maximum extent practicable, to reduce Matching
Contributions for the Plan Year for which such excess Matching
Contributions were made and thereafter shall be applied as soon as possible
to reduce Matching Contributions for succeeding Plan Years.
(b) The Committee shall determine the amount of any excess Matching
Contributions made on behalf of Highly Compensated Employees for a Plan
Year by application of the leveling method set forth in Treasury Regulation
Section 1.401(m)-1(e)(2) under which the Contribution Percentage of the
Highly Compensated Employee who has the highest such percentage for such
Plan Year is reduced to the extent required (i) to enable the Plan to
satisfy the Average Contribution Percentage test, or (ii) to cause such
Highly Compensated Employee's Contribution Percentage to equal the
Contribution Percentage of the Highly Compensated Employee with the next
highest Contribution Percentage. This process shall be repeated until the
Plan satisfies the Average Contribution Percentage test. For each Highly
Compensated Employee, the amount of excess Matching Contributions shall be
equal to the total Matching Contributions (plus any amounts treated as
Matching Contributions) made on behalf of such Highly Compensated Employee
(determined prior to the application of the foregoing provisions of this
Paragraph (b)) minus the amount determined by multiplying the Highly
Compensated Employee's Contribution Percentage (determined after the
application of the foregoing provisions of this Paragraph (b)) by his
Compensation.
(c) The determination and correction of excess Matching Contributions made
on behalf of a Highly Compensated Employee whose Average Contribution
Percentage is determined under the family aggregation rules in Section
6.5(e) shall be accomplished as follows: If the Average Contribution
Percentage of the-Highly
6
<PAGE>
Compensated Employee is determined under Section 6.5(e)(ii), then the
Average Contribution Percentage is reduced as required under Paragraph (b)
above and the excess Matching Contributions for the family unit shall be
allocated among the family members in proportion to the Matching
Contributions of each family member that are combined to determine the
Average Contribution Percentage. If the Average Contribution Percentage of
the Highly Compensated Employee is determined under Section 6.5(e)(i), then
the Average Contribution Percentage is reduced as required under Paragraph
(b) in two steps. First, the Average Contribution Percentage is reduced as
required under Paragraph (b) above, but not below the Average Contribution
Percentage of the group of Eligible Employees who are members of the family
group and are not Highly Compensated Employees (without regard to the
family aggregation rules in Section 2.25(b)(vi)). Excess Matching
Contributions are determined by taking into account the Matching
Contributions of the family members whose Matching Contributions were
combined to determine the Average Contribution Percentage of the Highly
Compensated Employee under Section 6.5(e)(i), and shall be allocated among
such family members in proportion to each such family member's Matching
Contributions. If further reduction of the Average Contribution Percentage
is required under Paragraph (b) above, excess Matching Contributions
resulting from this reduction are determined by taking into account the
Matching Contributions of all the eligible family members and are allocated
among such family members in proportion to the Matching Contributions of
each family member.
(d) For purposes of satisfying the Average Contribution Percentage test,
income allocable to a Participant's excess Matching Contributions, as
determined under (b) and (c) above, shall be determined as follows:
(i) Allocable income for the Plan Year shall be determined by
multiplying the income for the Plan Year allocable to Matching
Contributions for the Participant, as applicable, by a fraction, the
numerator of which is the excess contribution amount for the Plan Year and
the denominator of
7
<PAGE>
which is the balance of the applicable Account as of the last day of the
Plan Year, reduced by the gain allocable to the Account for the Plan Year
and increased by the loss allocable to such Account for the Plan Year.
(ii) Allocable income for the period between the last day of the Plan
Year and the date of the corrective distribution, or forfeiture, if
applicable, may be calculated under the fractional method ((i) above), or
under the "safe harbor" method set forth in the regulations prescribed by
the Secretary of the Treasury under Section 401(m) of the Code. Under the
"safe harbor" method, allocable income is ten percent (10%) of the income
calculated under the fractional method for the prior Plan Year, multiplied
by the number of calendar months since the last day of the Plan Year. A
distribution on or before the 15th of the month is treated as made on the
last day of the preceding month; a distribution after the 15th of the month
is treated as made on the first day of the next month.
(iii) For the Plan Year commencing in 1987 only, income allocable to
any excess Matching Contributions shall be determined by the Committee
using any reasonable and consistent basis. If there is a loss allocable to
the excess, the amount to be forfeited or distributed shall be the excess
contribution amount adjusted to reflect such loss.
(iv) The Committee shall not be liable to any Highly Compensated
Employee (or his Beneficiary, if applicable) for any losses caused by
misestimating the amount of any excess Matching Contributions made on
behalf of a Highly Compensated Employee and the income attributable to such
excess.
(e) To the extent required by regulations under Section 401(m) or 415 of
the Code, any Matching Contributions in excess of the limitations of
Section 6.5 forfeited by or distributed to a Highly Compensated Employee in
accordance with this Section shall be treated as an Annual Addition under
Article XIV for the Plan Year for which the excess contribution was made,
notwithstanding such forfeiture or distribution.
D. Section 2.1 shall be amended by the addition of a new paragraph (f) to
read as follows:
8
<PAGE>
(f) "Company Matching Contribution Account" shall mean the account
established and maintained for each Participant under Article VII for
purposes of holding and accounting for amounts held in the Trust Fund which
are attributable to Company Contributions made in accordance with Section
6.1(e).
IN WITNESS WHEREOF, this instrument of amendment is executed this 1st day
of July, 1995.
/s/ ANTHONY J. DELUCA
By________________________________
Anthony J. DeLuca
9
<PAGE>
EXHIBIT 4.3
AMENDMENT NUMBER TWO
IT CORPORATION RETIREMENT PLAN
1993 RESTATEMENT
The IT Corporation Retirement Plan 1993 Restatement shall be amended,
as follows, effective October 1, 1995:
A. Section 7.10 shall be amended in its entirety to read as follows:
7.10 Loans.
-----
(a) Upon a Participant's written application in accordance with a
uniform, non-discriminatory policy and procedure established by
the Committee, the Committee or its delegate may direct the
trustee to make a loan to a Participant. Under no circumstances
may a Participant have more than one outstanding loan at any
time. A married Participant may be required to furnish the
Committee with the written, notarized consent of his/her spouse
to such loan. All policies and procedure of the Committee
pertaining to loans, including but not limited to application
procedures, interest rate determinations, default and repayment
terms, shall be set forth in a written document maintained with
the records of the Committee.
(b) A Participant who qualifies for a loan under this 7.10 may borrow
an amount not less than $1,000 and not more than the lesser of
(i) $50,000, reduced by the excess (if any) of the highest
outstanding loan balance from the Plan during the 1-year period
ending the day before the date on which such loan was made over
the outstanding loan balance from the Plan on the date on which
the loan was made, or (ii) one-half of the vested value, as of
the valuation available at the time the application for the loan
is received, of the Participant's Account.
<PAGE>
(c) The loan must be evidenced by a promissory note and secured by
the Participant's vested interest in his or her Account. Not
more than 50% of a Participant's vested interest in his or her
Account shall be used as security for such a loan. The loan will
be funded by amounts drawn from a Participant's Accounts
proportionate to the investment funds in which such Accounts are
held and from particular Accounts in the following order of
priority:
1. Compensation Deferral Account.
2. Rollover Account.
3. Transfer Account (Applicable to Employer Contributions
Attributable to PEI Retirement Plan).
4. Transfer Account (Applicable to Pre-Tax Contributions
Attributable to PEI Retirement Plan).
5. Special Profit Sharing Allocation Attributable to 1987 only.
6. Pension Contributions Attributable to Periods Prior to April
1, 1985.
7. Company Fixed Contribution Account.
8. Company Discretionary Contribution Account.
9. Company Matching Contributions Account.
(d) The interest rate shall be the prime rate plus one percent, as
determined and adjusted periodically by the Committee in its
discretion.
(e) All loans of at least $2000 shall be repaid over a period not to
exceed three full years. Loans of less than $2000 shall be
repaid over a period not to exceed one full year. The payment
shall be made by payroll deduction beginning with the first
paycheck in the month following the month in which the loan
proceeds are received by the Participant. Repayment of principal
and interest shall be amortized on a level basis over the term of
the loan. Principal and interest
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payments on a Participant's loan will be credited to the
Participant's Account in the ratio in which loan funds were
withdrawn and to the investment funds in the same proportion as
current contributions are being invested. The entire balance of
the loan may be paid at any time by cashier's check or money
order. Accelerated or partial payments, except as herein
provided, will not be allowed. If any loan to a Participant is
unpaid on the date that he or she retires or otherwise terminates
employment, or the amount of the Participant's regular paycheck
becomes insufficient to cover the periodic payment amount, or the
Plan is terminated, the loan on such date shall become
immediately due and payable, and the amount thereof, together
with any interest accrued, will be deducted from the value of
Participant's account.
B. A new section 7.11 shall be added to read as follows:
7.11 Special Rules for Company Stock. In the event the Committee
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designates an investment fund to consist substantially of stock
of the Company or its parent, International Technology
Corporation (such fund to be referred to hereafter as the
"Company Stock Fund" and such stock to be referred to hereafter
as "Company Stock"), the following special rules shall apply in
connection with the voting and tendering of Company Stock. The
Company, after consultation with the Trustee, shall provide and
pay for all printing, mailing, tabulation and other costs
associated with the voting and tendering of Company Stock.
(a) Voting.
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(1) When the issuer of Company Stock prepares for any annual or
special meeting, the Company shall notify the Trustee thirty (30)
days in advance of the intended record date and shall cause a
copy of all materials to be sent to the Trustee. Based on these
materials, the Trustee shall prepare a voting instruction form.
At the time of mailing of notice of each annual or special
stockholders' meeting of
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the issuer of Company Stock, the Company shall cause a copy of
the notice and all proxy solicitation materials to be sent to
each Participant with an interest in Company Stock held in the
Trust, together with the foregoing voting instruction form to be
returned to the Trustee or its designee. The form shall show the
proportional interest in the number of full and fractional shares
of Company Stock credited to the Participant's Accounts held in
the Stock Fund for purposes of this Section 7.11 even if
individual shares are not actually allocated. The Company shall
provide the Trustee with a copy of any materials provided to the
Participants and shall certify to the Trustee that the materials
have been mailed or otherwise sent to Participants.
(2) Each Participant with an interest in the Stock Fund shall have
the right to direct the Trustee as to the manner in which the
Trustee is to vote (including not to vote) that number of shares
of Company Stock reflecting such Participant's proportional
interest in the Stock Fund (both vested and unvested).
Directions from a Participant to the Trustee concerning the
voting of Company Stock shall be communicated in writing, or by
mailgram or similar means. These directions shall be held in
confidence by the Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person.
Upon its receipt of the directions, the Trustee shall vote the
shares of Company Stock reflecting the Participant's proportional
interest in the Stock Fund as directed by the Participant. The
Trustee shall not vote shares of Company Stock reflecting a
Participant's proportional interest in the Stock Fund for which
it has received no direction from the Participant.
(3) The Trustee shall vote that number of shares of Company Stock not
credited to participants' accounts in the same proportion on each
issue as it votes those shares credited to Participants' accounts
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for which it received voting directions from Participants.
(b) Tender Offers.
(1) Upon commencement of a tender offer for any securities held in
the Trust that are Company Stock, the Company shall notify each
Participant with an interest in such Company Stock of the tender
offer and utilize its best efforts to timely distribute or cause
to be distributed to the Participant the same information that is
distributed to shareholders of the issuer of Company Stock in
connection with the tender offer, and, after consulting with the
Trustee, shall provide and pay for a means by which the
Participant may direct the Trustee whether or not to tender the
Company Stock reflecting such Participant's proportional interest
in the Stock Fund (both vested and unvested). The Company shall
provide the Trustee with a copy of any material provided to the
Participants and shall certify to the Trustee that the materials
have been mailed or otherwise sent to Participants.
(2) Each Participant shall have the right to direct the Trustee to
tender or not to tender some or all of the shares of Company
Stock reflecting such Participant's proportional interest in the
Stock Fund (both vested and unvested). Directions from a
Participant to the Trustee concerning the tender of Company Stock
shall be communicated in writing, or by mailgram or such similar
means as is agreed upon by the Trustee and the Company under the
preceding paragraph. These directions shall be held in
confidence by the Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person
except to the extent that the consequences of such directions are
reflected in reports regularly communicated to any such persons
in the ordinary course of the performance of the Trustee's
services hereunder. The Trustee shall tender or not tender
shares of Company Stock as directed by the Participant. The
Trustee shall not tender shares of Company Stock reflecting a
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Participant's proportional interest in the Stock Fund for which
it has received no direction from the Participant.
(3) The Trustee shall tender that number of shares of Company Stock
not credited to Participants' accounts in the same proportion as
the total number of shares of Company Stock credited to
Participants' accounts for which it has received instructions
from Participants.
(4) A Participant who has directed the Trustee to tender some or all
of the shares of Company Stock reflecting the Participant's
proportional interest in the Stock Fund may, at any time prior to
the tender offer withdrawal date, direct the Trustee to withdraw
some or all of the tendered shares reflecting the Participant's
proportional interest, and the Trustee shall withdraw the
directed number of shares from the tender offer prior to the
tender offer withdrawal deadline. Prior to the withdrawal
deadline, if any shares of Company Stock not credited to
Participants' accounts have been tendered, the Trustee shall
redetermine the number of shares of Company Stock that would be
tendered under Section 7.11(b)(3) hereof if the date of the
foregoing withdrawal were the date of determination, and withdraw
from the tender offer the number of shares of Company Stock not
credited to Participants' accounts necessary to reduce the amount
of tendered Company Stock not credited to Participants' accounts
to the amount so redetermined. A Participant shall not be
limited as to the number of directions to tender or withdraw that
the Participant may give to the Trustee.
(5) A direction by a Participant to the Trustee to tender shares of
Company Stock reflecting the Participant's proportional interest
in the Stock Fund shall not be considered a written election
under the Plan by the Participant to withdraw, or have
distributed, any or all of his withdrawable shares. The Trustee
shall credit to each proportional interest of the Participant
from which the tendered shares were taken the proceeds received
by
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the Trustee in exchange for the shares of Company Stock tendered
from that interest. Pending receipt of directions (through the
Plan Administrator) from the appropriate party specified in the
Plan, as to which of the remaining investment options the
proceeds should be invested in, the Trustee shall invest the
proceeds in the investment fund described in Schedule "C" of the
Trust Agreement.
(c) Shares Credited.
---------------
For all purposes of this Section, the number of share Company
Stock deemed "credited" or "reflected" to a Participant's
proportional interest is determined as of the last preceding
valuation date. The trade date is the date the transaction is
valued.
(d) General.
-------
With respect to all rights other than the right to vote, the
right to tender, and the right to withdraw shares previously
tendered, in the case of Company Stock credited to a
Participant's proportional interest in the Stock Fund, the
Trustee shall follow the directions of the Participant and if no
such directions are received, the directions of the Committee.
The Trustee shall have no duty to solicit directions from
Participants. With respect to all rights other than the right to
vote and the right to tender, in the case of Company Stock not
credited to participants' accounts, the Trustee shall follow the
directions of the Committee.
(e) Conversion.
----------
All provisions in this Section 7.11 shall also apply to any
securities received as a result of a conversion of Company Stock.
IN WITNESS WHEREOF, this instrument of Amendment is executed this 1st
day of October, 1995.
By: /s/ Anthony J. DeLuca
---------------------
Anthony J. DeLuca
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EXHIBIT 23.1
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 IT Corporation Retirement Plan of
International Technology Corporation of our report dated May 17, 1995, with
respect to the consolidated financial statements of International Technology
Corporation included in its Annual Report (Form 10-K) for the year ended March
31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
January 29, 1996
