As filed with the Securities and Exchange Commission on May 27, 1997
Registration 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 registrant as specified in its charter)
-----------------------
Delaware 33-0001212
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------------------
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)
-----------------------
1996 Stock Incentive Plan
(Full title of the plan)
-----------------------
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)
-----------------------
With a copy to:
KAREN E. BERTERO, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
-----------------------
CALCULATION OF REGISTRATION FEE
<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 444,767 shares $6.875 $3,057,773.125 $926.60
=========================================================================
</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 May 21, 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 tothe 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.
<PAGE>
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 1996 Stock Incentive Plan.
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).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1).
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.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, 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 thatit 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 22st day of May, 1997.
By: /S/
________________________
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 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 May 22, 1997
Board of Directors
/s/
___________________________
Anthony J. DeLuca President, Acting Chief May 22, 1997
Executive Officer and
Director (Principal
Executive Officer)
/s/
___________________________
Philip B. Dolan Director May 22, 1997
/s/
___________________________
E. Martin Gibson Director May 22, 1997
/s/
___________________________
James C. McGill Director May 22, 1997
/s/
___________________________
Robert F. Pugliese Director May 22, 1997
/s/
___________________________
James David Watkins Director May 22, 1997
/s/
___________________________
Philip H. Ockelmann Vice President, Finance May 22, 1997
and Treasurer (Principal
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
_______ ____________
4.1 1996 Stock Incentive Plan.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
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.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included
in Exhibit 5.1).
24 Power of Attorney (included on Signature Page).
<PAGE>
EXHIBIT 4.1
INTERNATIONAL TECHNOLOGY CORPORATION
1996 STOCK INCENTIVE PLAN
Section 1. Purpose of Plan
The purpose of this 1996 Stock Incentive Plan (''Plan'') of
International Technology Corporation, a Delaware corporation (the
''Company''), is to enable the Company to attract, retain and motivate its
employees and non-employee directors by providing for or increasing the
proprietary interests of such employees and non-employee directors in the
Company, and to enable the Company to attract, retain and motivate its
non-employee directors and further align their interest with those of the
shareholders of the Company by providing for or increasing the proprietary
interest of such directors in the Company.
Section 2. Persons Eligible Under Plan
Any person who is an employee or director of the Company or any of
its subsidiaries, consultants or affiliates (an ''Eligible Person'') shall
be eligible to be considered for the grant of Awards (as hereinafter
defined) hereunder.
Section 3. Awards
(a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with
an Eligible Person that is not inconsistent with the provisions of this
Plan and that, by its terms, involves or might involve the issuance of (i)
shares of Common Stock, one dollar ($1.00) par value, of the Company or of
any other class of security of the Company which is convertible into
shares of the Company's Common Stock (''Shares'') or (ii) a right or
interest with an exercise or conversion privilege at a price related to
the Shares or with a value derived from the value of the Shares, which
right or interest may, but need not, constitute a ''Derivative Security,''
as such term is defined in Rule 16a-1 promulgated under the Securities
Exchange Act of 1934, as amended (the ''Exchange Act''), as such Rule may
be amended from time to time. The entering into of any such arrangement is
referred to herein as the ''grant'' of an ''Award.''
(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted
stock, stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock,
dividend equivalents, performance units or performance shares, and an
Award may consist of one such security or benefit, or two or more of them
in tandem or in the alternative. The terms upon which an Award is granted
shall be evidenced by a written agreement executed by the Company and the
Eligible Person to whom such Award is granted.
(c) Subject to paragraph (d)(ii) below, Awards may be issued, and
Shares may be issued pursuant to an Award, for any lawful consideration as
determined by the Committee, including, without limitation, services
rendered by the Eligible Person.
(d) Subject to the provisions of this Plan, the Committee, in its
sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted under this Plan, which terms and
conditions may (but need not) include, among other things:
(i) provisions permitting the Committee to allow or require the
recipient of such Award, including any Eligible Person who
is a director or officer of the Company, or permitting any
such recipient the right, to pay the purchase price of the
Shares or other property issuable pursuant to such Award,
and/or such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by any one or
more of the following means:
<PAGE>
(A) the delivery of cash;
(B) the delivery of other property deemed acceptable by the
Committee;
(C) the delivery of previously owned shares of capital stock of the
Company (including ''pyramiding'') or other property; or
(D) a reduction in the amount of Shares or other property otherwise
issuable pursuant to such Award;
(ii) provisions specifying the exercise or settlement price for any
option, stock appreciation right or similar Award, or specifying the
method by which such price is determined, provided that the exercise or
settlement price of any option, stock appreciation right or similar Award
that is intended to qualify as ''performance-based compensation'' for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the ''Code'') provided that such price shall be not less
than the fair market value of a Share on the date such Award is granted;
(iii) provisions relating to the exercisability and/or vesting of
Awards, lapse and non-lapse restrictions upon the Shares obtained or
obtainable under Awards or under the Plan and the termination, expiration
and/or forfeiture of Awards;
(iv) provisions conditioning or accelerating the grant of an Award or
the receipt of benefits pursuant to such Award, either automatically or in
the discretion of the Committee, upon the occurrence of specified events,
including, without limitation, the achievement of performance goals, the
exercise or settlement of a previous Award, the satisfaction of an event
or condition within the control of the recipient of the Award or within
the control of others, a change of control of the Company, an acquisition
of a specified percentage of the voting power of the Company, the
dissolution or liquidation of the Company, a sale of substantially all of
the property and assets of the Company or an event of the type described
in Section 7 hereof;
(v) provisions required in order for such Award to qualify (A) as an
incentive stock option under Section 422 of the Code (an ''Incentive Stock
Option''), (B) as ''performance-based compensation'' under Section 162(m)
of the Code, and/or (C) for an exemption from Section 16 of the Exchange
Act; and/or
(vi) provisions restricting the transferability of Awards or Shares
issued under Awards.
(e) Unless otherwise provided by the Committee, the terms of any stock
option granted under the Plan shall provide:
(i) that the term of such option shall be ten years from the date of
grant;
(ii) that if the Eligible Person to whom such option was granted (the
''Participant'') ceases to be an Eligible Person for any reason other than
death, disability, or retirement the option shall not thereafter become
exercisable to an extent greater than it could have been exercised on the
date the Participant's status as an Eligible Person ceased, and that on
the death or disability of a Participant the option shall become fully
exercisable;
(iii) that (a) upon the retirement of the Participant the option shall
fully vest and shall expire on the expiration date set forth in the option
agreement; (b) upon the death or disability of the Participant the option
shall fully vest and shall expire one year from the termination of the
Participant's employment, (c) upon a termination for cause of the
Participant no unvested portion of the option shall thereafter vest and
the option shall expire one month from the termination of Participant's
employment, and (d) upon the Participant's cessation to be an Eligible
Person for any reason other than the foregoing, no unvested portion of the
option shall thereafter vest and the option shall expire ninety (90) days
after the termination of Participant's employment; and
(iv) that the option shall not be assignable or otherwise transferable
except by will or by the laws of descent and distribution or pursuant to
a domestic relations order, and during the lifetime of the Participant,
the option shall be exercisable only by the Participant or the transferee
under a domestic relations order.
(f) The exercise price of any stock option granted under the Plan shall
not be less than 100% of the market value of a share of Common Stock on
the date the option is granted;
<PAGE>
(g) The Committee may establish the performance criteria and level of
achievement versus these criteria which shall determine the target and
maximum amount payable under an Award, which criteria may be based on
financial performance and/or personal performance evaluations.
Notwithstanding anything to the contrary herein, the performance criteria
for any Award that is intended by the Committee to satisfy the
requirements for ''performance-based compensation'' under Code
Section 162(m) shall be a measure based on one or more Qualifying
Performance Criteria (as defined below) selected by the Committee and
specified at the time the Award is granted. The Committee shall certify
the extent to which any Qualifying Performance Criteria has been satisfied
prior to payment or settlement of any Award that is intended by the
Committee to satisfy the requirements for ''performance-based
compensation'' under Code Section 162(m). For purposes of this Plan, the
term ''Qualifying Performance Criteria'' shall mean any one or more of the
following performance criteria, either individually, alternatively or in
any combination, applied to either the Company as a whole or to a business
unit or subsidiary, either individually, alternatively or in any
combination, and measured either on an absolute basis or relative to a
pre-established target, to previous years' results or to a designated
comparison group, in each case as specified by the Committee in the
Award: (i) cash flow, (ii) earnings per share (including earnings before
interest, taxes and amortization), (iii) stock price, (iv) return on
equity, (v) total stockholder return, (vi) return on capital, (vii)return
on assets or net assets, (viii) revenue, (ix) income or net income, (x)
operating income or net operating income, (xi) operating profit or net
operating profit, (xii) operating margin, (xiii) return on operating
revenue, and (xiv) market share.
Section 4. Stock Subject to Plan
(a) Subject to adjustment as provided in Section 7 hereof, at any time,
the aggregate number of Shares issued and issuable pursuant to all Awards
(including all Incentive Stock Options) granted under this Plan shall not
exceed 1,000,000, provided, however, that on April 1 of each of the years
1997, 1998, 1999, 2000 and 2001, such maximum number shall be increased by
a number equal to two percent (2%) of the number of Common Shares issued
and outstanding on each of such dates (with respect to any date, such
maximum number shall be referred to herein as the ''Share Limitation'').
Such maximum number does not include the number of Shares subject to the
unexercised portion of any Incentive Stock Option granted under this Plan
that expires or is terminated.
(b) Subject to adjustment as provided in Section 7 hereof, the aggregate
number of Shares subject to Awards granted during any calendar year to any
one Eligible Person (including the number of shares involved in Awards
having a value derived from the value of Shares) shall not exceed 500,000.
(c) The aggregate number of Shares issued under this Plan at any time
shall equal only the number of shares actually issued upon exercise or
settlement of an Award and not settled in cash or returned to the Company
upon forfeiture of an Award or in payment or satisfaction of the purchase
price, exercise price or tax withholding obligation of an Award.
Section 5. Nature and Duration of Plan
(a) This Plan is intended to constitute an unfunded arrangement for a
select group of management or other key employees.
(b) No Awards shall be made under this Plan after the fifth anniversary
of the Effective Date of the Plan (as provided in Section 9). Although
Shares may be issued after the fifth anniversary of the Effective Date
pursuant to Awards made prior to such date, no Shares shall be issued
under this Plan after the fifteenth anniversary of the Effective Date.
<PAGE>
Section 6. Administration of Plan
(a) This Plan shall be administered by one or more committees of the
Board (any such committee, 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 Committee. Unless otherwise
provided by the Board: (i) with respect to any Award for which such is
necessary and desired for such Award to be exempted by Rule 16b-3 of the
Exchange Act, 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), (ii) with respect to any Award
that is intended to qualify as ''performance-based compensation'' under
Section 162(m) of the Code, the Committee shall consist of two or more
directors, each of whom is an ''outside director'' (as such term is
defined under Section 162(m) of the Code), and (iii) with respect to any
other Award, the Committee shall consist of one or more directors (any of
whom also may be an employee who has been granted or is eligible to be
granted Awards under the Plan).
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan with respect to the Awards
over which such Committee has authority, including, without limitation,
the following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons are Eligible Persons and to which of such
Eligible Persons, if any, and when Awards shall be granted hereunder;
(iii) grant Awards to Eligible Persons and determine the terms and
conditions thereof, including the number of Shares subject thereto and the
circumstances under which Awards become exercisable or vested or are
forfeited or expire, which terms may but need not be conditioned upon the
passage of time, continued employment, the satisfaction of performance
criteria, the occurrence of certain events (including events which the
Board or the Committee determine constitute a change of control), or other
factors;
(iv) at any time cancel an Award, with or without the consent of the
holder thereof, and grant a new Award to such holder in lieu thereof,
which new Award may be the same or a different type of Award, may be for
a greater or lesser number of Shares, may have a higher or lower exercise
or settlement price and otherwise may have similar or dissimilar terms to
the cancelled Award;
(v) determine whether, and the extent to which adjustments are required
pursuant to Section 7 hereof; and
(vi) interpret and construe any terms and conditions of, and define any
terms used in, this Plan, any rules and regulations under the Plan and/or
any Award granted under this Plan.
All decisions, determinations, and interpretations of the Committee
shall be final and conclusive upon any Eligible Person to whom an Award
has been granted and to any other person holding an Award.
(c) The Committee may, in the terms of an Award or otherwise,
temporarily suspend the exercisability of an Award and/or the issuance of
Shares under an Award if the Committee determines that securities law or
other considerations so warrant.
Section 7. Adjustments
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or
a different number or kind of shares or securities, or if cash, property
or shares 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, spin-off or the like, or if
substantially all of the property and assets of the Company are sold,
<PAGE>
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (i) the
number and type of shares or other securities or cash or other property
that may be acquired pursuant to Awards theretofore granted under this
Plan other than Incentive Stock Options and the exercise or settlement
price of such Awards, and (ii) the maximum number and type of shares or
other securities that may be issued pursuant to such Awards thereafter
granted under this Plan; provided, however, that notwithstanding the
foregoing, (A) such aggregate number of Shares shall be subject to
adjustment under this Section 7 only to the extent that such will not
affect the status of any Award intended to qualify as ''performance based
compensation'' under Section 162(m) of the Code; and (B) the maximum
number and type of shares or other securities that may be acquired
pursuant to Incentive Stock Options theretofore granted under
this Plan and that may be subject to Incentive Stock Options thereafter
granted under this Plan (which need not correspond to the maximum number
and type of shares or other securities that may be issued pursuant to such
Awards thereafter granted under this Plan) shall be determined under this
Section 7 in a manner consistent with the requirements for Incentive Stock
Options.
Section 8. Amendment and Termination of Plan
The Board may amend, alter or discontinue the Plan or any agreement
evidencing an Award made under the Plan, but no amendment or alteration
shall be made which would impair the rights of any Award holder, without
such holder's consent, under any Award theretofore granted, provided that
no such consent shall be required if the Committee determines in its sole
discretion and prior to the date of any change of control (as defined, if
applicable, in the agreement evidencing such Award) that such amendment or
alteration is not reasonably likely to significantly diminish the benefits
provided under such Award, or that any such diminishment has been
adequately compensated. The Committee may determine whether or not any
amendment to a previously granted Award is, for purposes of the Plan,
deemed to be a cancellation and new grant of the Award. Notwithstanding
the foregoing, if an amendment to the Plan would affect the ability of
Awards granted under the Plan to comply with any law, rule or regulation
(including any rule of a self-regulatory organization), and if the
Committee determines that it is necessary or desirable for any Awards
theretofore or thereafter granted that are intended to comply with
any such provision to so comply, the amendment shall be approved by the
Company's stockholders to the extent required for such Awards to continue
to comply with such law, rule or regulation.
Section 9. Effective Date of Plan
The Effective Date of this Plan shall be the date upon which it is
approved by the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote at
the Company's annual meeting of stockholders.
Section 10. Compliance with Other Laws and Regulations
The Plan, the grant and exercise of Awards thereunder, and the
obligation of the Company to sell and deliver shares under such Awards,
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any governmental or regulatory agency
as may be required. The Company shall not be required to issue or deliver
any certificates for shares of Common Stock prior to the completion of any
registration or qualification of such shares under any federal or state
law or issuance of any ruling or regulation of any government body which
the Company shall, in its sole discretion, determine to be necessary or
advisable.
Section 11. No Right to Company Employment
Nothing in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on any individual any right to continue in the
employ of the Company or interfere in any way with the right of the
Company to terminate an individual's employment at any time. The agreement
evidencing an Award may contain such provisions as the Committee may
approve with respect to the effect of approved leaves of absence.
<PAGE>
Section 12. Liability of Company
The Company and any affiliate which is in existence or hereafter comes
into existence shall not be liable to an Eligible Person or other persons
as to:
(a) The Non-Issuance of Shares. The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized,
by any Eligible Person or other person due to the issuance, exercise,
settlement, cancellation or other transaction involving any Award granted
hereunder.
Section 13. Governing Law
This Plan and any Awards and agreements hereunder shall be interpreted
and construed in accordance with the laws of the State of Delaware and
applicable federal law.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, International Technology
Corporation has caused these presents to be duly executed in its name and
behalf by its proper officers thereunto duly authorized as of this 20th
day of November, 1996.
INTERNATIONAL TECHNOLOGY CORPORATION
/s/
_____________________________________
Anthony J. DeLuca
President and
Acting Chief Executive Officer
ATTEST:
/s/
_____________________
James G. Kirk
Secretary
<PAGE>
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 1996 Stock Incentive
Plan 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
May 22, 1997
EXHIBIT 5.1
May 22, 1997
(213) 229-7000 C 42208-00095
International Technology Corporation
23456 Hawthorne Boulevard
Torrance, California 90505
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to International Technology Corporation,
a Delaware corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 to be filed with the Securities
and Exchange Commission (the "Registration Statement") with respect to the
registration under the Securities Act of 1933 of 444,767 shares of Common
Stock, $.01 par value (the "Shares"), of the Company (the "Common Stock")
which have been reserved for issuance pursuant to awards granted and to be
granted pursuant to the Company's 1996 Stock Incentive Plan (the "Plan").
We are familiar with the corporate actions taken and to be taken
by the Company in connection with the authorization, issuance and sale of
the Shares and have made such other legal and factual inquiries as we deem
necessary for the purpose of rendering this opinion.
We have examined, among other things, the Company's Certificate
of Incorporation and Bylaws, the Plan and related agreements in existence
as of the date hereof, and records of corporate proceedings and other
actions taken, and have been advised by the Company of corporate
proceedings and other action proposed to be taken, by the Company in
connection with the authorization, issuance and sale of the Shares pursuant
to awards granted under the Plan. Based on the foregoing and in reliance
thereon, it is our opinion that the Shares, when issued pursuant to awards
granted and exercised in accordance with the provisions of the Plan and
related agreements, will be legally issued, fully paid and non-assessable.
The Company is incorporated under the laws of the State of
Delaware. We are not admitted to practice in Delaware. However, we are
generally familiar with the Delaware General Corporation Law and have made
such review thereof as we consider necessary for the purpose of rendering
this opinion. Subject to the foregoing, this opinion is limited to
Delaware, California and federal law.
<PAGE>
International Technology Corporation
May 22, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under
Section 7 of the Act or the General Rules and Regulations of the
Commission.
Very truly yours,
/s/
GIBSON, DUNN & CRUTCHER LLP
KEB/TDS
