As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INTERNATIONAL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 33-0001212
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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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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1997 International Technology Corporation Non-Employee Director
Stock Plan -- Director Fees
(Full title of the plan)
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ANTHONY J. DeLUCA
President and Acting Chief Executive Officer
INTERNATIONAL TECHNOLOGY CORPORATION
23456 Hawthorne Boulevard
Torrance, California 90505
(310) 378-9933
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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With a copy to:
KAREN E. BERTERO, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price per Aggregate Registration
to be Registered be Registered Share (1) Offering Price (1) Fee (1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $7.1325 $713,250 $216.14
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
==========================================================================
</TABLE>
(1) Price per share and aggregate offering price are estimated solely
for the 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 April 25, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by International
Technology Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") are by this
reference incorporated in and made a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 29, 1996, as amended by Amendment No. 1 on
Form 10-K/A dated July 29, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 28, 1996, September 27, 1996 and
December 27, 1996;
(c) The Registrant's Current Reports on Form 8-K, filed with the
Commission on January 17, 1997, December 5, 1996,
September 20, 1996 and July 3, 1996; and
(d) The description of the Registrant's 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), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of this Registration Statement 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 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 the
indemnitee based on any act, omission or neglect or breach of duty
(whether occurring prior to or after the date of the Indemnity Agreement),
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 benefit.
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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1997 International Technology Corporation Non-Employee
Director Stock Plan -- Director Fees.
4.2 Certificate of Incorporation of the Registrant (filed as an
Exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1988 and incorporated herein
by reference).
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on Signature Page).
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 (the "Securities
Act");
(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 (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 with
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 the
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 the 26th day
of February, 1997.
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 Phillip H.
Ockelmann, and each of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
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 attorneys-in-fact and agents full powers
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might, or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ DANIEL A. D'ANIELLO
_______________________ Chairman of the Board February 26, 1997
Daniel A. D'Aniello of Directors
/s/ ANTHONY J. DELUCA
_____________________ President, Acting Chief February 26, 1997
Anthony J. DeLuca Executive Officer and
Director (Principal
Executive Officer)
/s/ PHILIP B. DOLAN
_____________________
Philip B. Dolan Director February 26, 1997
/s/ E. MARTIN GIBSON
____________________ Director February 26, 1997
E. Martin Gibson
/s/ JAMES C. MCGILL
____________________ Director February 26, 1997
James C. McGill
/s/ ROBERT F. PUGLIESE
___________________
Robert F. Pugliese Director February 26, 1997
/s/ JAMES DAVID WATKINS
____________________
James David Watkins Director February 26, 1997
/s/ PHILIP H. OCKELMANN
___________________ Vice President, February 26, 1997
Philip H. Ockelmann Finance and Treasurer
(Principal Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 1997 International Technology Corporation Non-Employee
Director Stock Plan -- Director Fees.
4.2 Certificate of Incorporation of the Registrant (filed as an
Exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1988 and incorporated herein
by reference).
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on Signature Page).
<PAGE>
EXHIBIT 4.1
1997 INTERNATIONAL TECHNOLOGY CORPORATION
NON-EMPLOYEE DIRECTOR STOCK PLAN--DIRECTOR FEES
1. Purpose of the Plan. Under this Non-Employee Director
Stock Plan--Director Fees (the "Plan") of International Technology
Corporation, a Delaware corporation (the "Company"), shares of the
Company's common stock, $.01 par value (the "Common Stock"), may be issued
to Eligible Persons. The Plan is designed to promote the long-term growth
and financial success of the Company by enabling the Company to attract,
retain and motivate such persons by providing for or increasing their
proprietary interest in the Company.
2. Effective Date. The Plan shall be in effect commencing on
the date of approval of the Plan by the Board of Directors of the Company
(the "Board") with respect to Director Fees payable with respect to all
fiscal quarters from and after the quarter ended December 31, 1996.
Shares of Common Stock may not be awarded more than five years after the
effective date of the Plan or termination of the Plan by the Committee,
whichever is earlier.
3. Plan Operation. The Plan is intended to satisfy the
conditions and requirements of Rule 16b-3 adopted under the Securities
Exchange Act of 1934, as amended (or its successor) (the "Exchange Act").
4. Eligible Persons. The persons eligible to receive an award
of shares of Common Stock hereunder ("Eligible Persons") are those
directors of the Board who, on the first day of any fiscal quarter, are
not employees of the Company or a subsidiary of the Company. For purposes
of this Section 4, a person shall not be considered an employee solely by
reason of serving as Chairman of the Board.
5. Administration of Plan.
(a) The Plan shall be administered by the Compensation
Committee of the Board (the "Committee"). If no persons are designated by
the Board to serve on the Committee, the Plan shall be administered by the
Board and all references herein to the Committee shall refer to the Board.
The Board shall have the discretion to appoint, add, remove or replace
members of the Committee, and shall have the sole authority to fill
vacancies on the Commit Unless otherwise provided by the Board, the
Committee shall consist of the Board of Directors or of two or more
directors each of whom is a "Non-Employee Director" (as such term
is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule
may be amended from time to time).
(b) Subject to the provisions of the Plan, the Committee shall
be authorized and empowered to do all things necessary or desirable in
connection with the administration of the Plan with respect to the
issuance of Common Stock over which such Committee has authority,
including, without limitation, the following:
<PAGE>
1
(i) adopt, amend and rescind rules and regulations
relating to the Plan;
(ii) determine whether, and the extent to which adjust-
ments are required pursuant to Section 7 hereof; and
(iii) interpret and construe any terms and conditions of,
and define any terms used in, the Plan and any rules
and regulations under the Plan.
(c) All decisions, determinations, and interpretations of the
Committee shall be final and conclusive upon any Eligible Person to whom
Common Stock is issued under the Plan and to any other person holding an
Award.
6. Stock Subject to Plan. The maximum number of shares that
may be subject to award hereunder shall be One Hundred Thousand (100,000)
shares of Common Stock, subject to adjustments under Section 7.
7. Adjustments. If the outstanding securities of the class
then subject to the Plan are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities,
or if cash, property or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, restructuring, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in the
number and type of shares or other securities that may be awarded under
the Plan.
8. Common Stock Awards.
(a) Director Fees, if any, payable to Eligible Persons with
respect to any fiscal quarter shall be paid in cash, unless an Eligible
Person notifies the Company, pursuant to Section 8(b), that he or she
elects to receive payment of all such Director Fees through the issuance
of shares of Common Stock. The number of shares of Common Stock to be
issued to an Eligible Person on the Initial Payment Date or any Subsequent
Payment Date shall be equal to the quotient obtained by dividing the
Dollar Amount with respect to the Initial Payment Date or a Subsequent
Payment Date, as the case may be, by the Fair Market Value of a share of
Common Stock on the date of Board approval of the Plan with respect to
Director Fees subject to an Initial Notice and on the relevant Subsequent
Payment Date with respect to Director Fees subject to a Subsequent Notice.
All shares of Common Stock issued hereunder shall be shares of Common
Stock held in treasury or reacquired in the open market or through
negotiated transactions by the Company.
(b) Written notice of an election to receive payment of any
Director Fees through the issuance of shares of Common Stock must be
delivered to the Secretary of the Company. Notice of election to receive
Director Fees in the form of Common Stock payable with respect to Board
meeting fees and Board committee meeting fees for the quarter ended
<PAGE>
2
December 31, 1996 and the quarterly retainer fees payable with respect
to the quarter ended December 31, 1996 and the quarter ending March 31,
1997 (the "Initial Notice") must be received by the Company within five
days of the date of Board approval of the Plan. Shares of Common Stock
issuable with respect to Director Fees subject to an Initial Notice shall
be issued on the date of effectiveness of a Registration Statement on Form
S-8 of the Company with respect to shares of Common Stock issuable
pursuant to the Plan (the "Initial Payment Date"). Notice of election to
receive Director Fees in the form of Common Stock payable with respect to
Board meeting fees and Board committee meeting fees for any quarter from
and including the quarter ending March 31, 1997 and quarterly retainer
fees for any quarter from and including the quarter ending June 30, 1997
(a "Subsequent Notice") must be received by the Company at least five
days prior to the last day of the first fiscal quarter for which the
Eligible Person elects to receive payment of Director Fees through the
issuance of Common Stock, and shall be effective (A) with respect to
quarterly retainer fees for the next succeeding fiscal quarter
and (B) with respect to Board meeting and Board committee meeting fees for
the fiscal quarter in which the Company receives such Subsequent Notice.
Shares of Common Stock issuable pursuant to any Subsequent Notice shall be
issued first on the first business day of the fiscal quarter immediately
following the fiscal quarter in which a Subsequent Notice is received and
thereafter on the first business day of each succeeding fiscal quarter
to which the Subsequent Notice relates (a "Subsequent Payment Date"). Any
Subsequent Notice shall be effective for all succeeding fiscal quarters
unless and until a written notice is received by the Company that the
election reflected in the Subsequent Notice is revoked, which revocation
shall be effective with respect to the Subsequent Payment Date or Dates
specified therein, provided that the first such Subsequent Payment Date
must be at least five days after the date written notice of revocation is
received by the Company.
9. Documentation of Awards. Awards of stock made under the
Plan shall be evidenced by written agreements or such other appropriate
documentation as the Committee shall prescribe. Notwithstanding the
foregoing, the Committee need not require the execution of any instrument
or acknowledgment of an award under the Plan, in which case acceptance of
shares of Common Stock by the respective non-employee director will
constitute agreement to the terms of the award and the Plan.
10. Amendment and Termination. The Committee may at any time
and from time to time alter, amend, suspend or terminate the Plan,
provided that no such action shall deprive any non-employee director,
without his or her consent, of any of his or her rights with respect to
shares of Common Stock previously awarded and provided further that the
provisions of the Plan designating persons eligible to participate in the
Plan and specifying the amount and timing of awards under the Plan shall\
not be amended more than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act or the rules thereunder.
11. Compliance with Law. Common Stock shall not be issued
under the Plan unless and until counsel for the Company shall be satisfied
that any conditions necessary for such issuance to comply with applicable
federal, state or local tax, securities or other laws or rules or
applicable securities exchange requirements have been fulfilled.
12. Definitions. The following terms used in the Plan shall
have the meanings specified below:
"Common Stock" shall have the meaning set forth in Section 1
hereof.
<PAGE>
3
"Company" shall have the meaning set forth in Section 1 hereof.
"Director Fees" shall mean all Board meeting fees, Board
committee meeting fees and quarterly retainer fees payable to an Eligible
Person.
"Dollar Amount" shall mean, with respect to (A) the Initial
Payment Date, the sum of (i) Board meeting and Board committee meeting
fees payable with respect to the quarter ended December 31, 1996 and (ii)
the quarterly retainer fees payable with respect to the quarter ended
December 31, 1996 and the quarter ending March 31, 1997, payable to an
Eligible Person from whom an Initial Notice has been received, and (B) any
Subsequent Payment Date, the sum of (i) Board meeting and Board committee
meeting fees payable with respect the fiscal quarter ending immediately
prior to such Subsequent Payment Date and (ii) the quarterly retainer fee
payable with respect to the fiscal quarter in which such Subsequent
Payment Date occurs, payable to an Eligible Person from whom a Subsequent
Notice has been received.
"Eligible Person" shall have the meaning set forth in Section 4.
"Exchange Act" shall have the meaning set forth in Section 3
hereof.
"Fair Market Value" shall mean the last sale price, regular way,
of a share of Common Stock on the date of determination, or if no such
sale takes place on such date, on the next preceding day on which a sale
did take place, in either case as reported on the Composite Tape for New
York Stock Exchange Listed Companies.
"Initial Notice" shall have the meaning set forth in Section
8(b) hereof.
"Initial Payment Date" shall have the meaning set forth in
Section 8(b) hereof.
"Plan" shall have the meaning set forth in Section 1 hereof.
"Subsequent Notice" shall have the meaning set forth in Section
8(b) hereof.
"Subsequent Payment Date" shall have the meaning set forth in
Section 8(b) hereof.
<PAGE>
4
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 1997 International
Technology Corporation Non-Employee Director Stock Plan-Director Fees of
our report dated May 15, 1996, with respect to the consolidated financial
statements 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
April 25, 1997
