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As filed with the Securities and Exchange Commission on October 30, 1997
Registration No. 333-32219
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
INTERNATIONAL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 4955 33-0001212
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
2790 MOSSIDE BLVD.
MONROEVILLE, PENNSYLVANIA 15146-2792
(412) 372-7701
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ANTHONY J. DELUCA
CHIEF EXECUTIVE OFFICER AND PRESIDENT
2790 MOSSIDE BLVD.
MONROEVILLE, PENNSYLVANIA 15146-2792
(412) 372-7701
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
(213) 229-7000
_________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
_________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
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INTERNATIONAL TECHNOLOGY CORPORATION
CROSS-REFERENCE SHEET
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Registration Statement
Item Number and Caption Location in Prospectus
---------------------- ----------------------
<S> <C>
1. Forepart of the Registration Statement and Outside Front Cover Facing Page of Registration Statement; Cross-Reference
Page of Prospectus............................................ Sheet; Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus....... Available Information; Incorporation of Certain
Information by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed Charges, and Other The Company; Cover Page of Prospectus; Risk Factors;
Information................................................... Securities Covered by this Prospectus; Table of Contents
4. Terms of the Transaction...................................... Not Applicable
5. Pro Forma Financial Information............................... Not Applicable
6. Material Contacts with the Company Being Acquired............. Not Applicable
7. Additional Information Required for Reoffering by Persons and
Parties Deemed to be Underwriters............................. Not Applicable
8. Interests of Named Experts and Counsel........................ Legal Matters; Experts
9. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.................................... Not Applicable
10. Information with Respect to S-3 Registrants................... Available Information; Incorporation of Certain
Information by Reference; the Company
11. Incorporation of Certain Information by Reference............. Incorporation of Certain Information by Reference;
Description of Capital Stock
12. Information with Respect to S-2 or S-3 Registrants............ Not Applicable
13. Incorporation of Certain Information by Reference............. Not Applicable
14. Information with Respect to Registrants Other than S-3 or S-2
Registrants................................................... Not Applicable
15. Information with Respect to S-3 Companies..................... Not Applicable
16. Information with Respect to S-2 or S-3 Companies.............. Not Applicable
17. Information with Respect to Companies other than S-3 or S-2
Companies..................................................... Not Applicable
18. Information if Proxies, Consents or Authorizations are to be
Solicited..................................................... Not Applicable
19. Information if Proxies, Consents or Authorizations are not to
be Solicited or in an Exchange Offer.......................... Incorporation of Certain Information by Reference
</TABLE>
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION - DATED OCTOBER 30, 1997
PROSPECTUS
- --------------------------------------------------------------------------------
INTERNATIONAL TECHNOLOGY CORPORATION
COMMON STOCK
($.01 PAR VALUE)
500,000 SHARES
- --------------------------------------------------------------------------------
This Prospectus relates to 500,000 shares of common stock, par value $.01
per share (the "Common Stock"), of International Technology Corporation, a
Delaware corporation ("IT" or the "Company"), that may be issued from time to
time in connection with future business combinations, acquisitions or mergers.
In general, the terms of such combinations, acquisitions or mergers will be
determined by direct negotiations between representatives of the Company and the
owners or principal executives of the companies or other entities to be so
combined, acquired or merged or the assets of which are to be acquired, and the
factors taken into account will include, among other things, the established
quality of management, earning power, cash flow, growth potential, facilities
and locations of the companies or other entities to be acquired or merged, and
the market value of the Common Stock. The terms of such combinations,
acquisitions or mergers may include earn-outs or similar provisions, the payment
of which may be subject to certain contingencies.
This Prospectus shall be used only with respect to business combinations,
acquisitions or mergers that would be exempt from the registration requirements
of the Securities Act of 1933, as amended, but for the possibility of
integration with other offerings of securities by the Company. The Company shall
furnish this Prospectus to security holders of companies or other entities to be
combined, acquired or merged. With respect to acquisitions where no exemption
from registration would be available even if integration was not taken into
consideration, regardless of the materiality of the acquisition, offerees shall
be furnished with a Prospectus containing all the information required by Form
S-4 Registration Statement under the Securities Act of 1933, as amended.
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
the Pacific Stock Exchange (the "PSE") under the symbol "ITX." The last reported
sales price per share of the Common Stock, as quoted on the NYSE on October 29,
1997 was $ 8 1/2 per share.
See "Risk Factors" on pages 3 to 6 for certain considerations relevant to
an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4 (the
"Registration Statement"), File No. 333-32219, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares covered by this Prospectus. This
Prospectus omits certain information and exhibits included in the Registration
Statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission or may be examined free of charge at the principal office of the
Commission in Washington, D.C.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located at 500 West
Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K. Javits
Federal Building, 75 Park Place, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Electronic filings made through the Electronic Data Gathering, Analysis and
Retrieval System are publicly available through the Commission's web site
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are by
this reference incorporated in and made a part of this Prospectus: (i) the
Annual Report on Form 10-K for the fiscal year ended March 28, 1997, File No.
1-9037, as amended, (ii) the quarterly report on Form 10-Q for the fiscal
quarter ended June 27, 1997, (iii) the Current Report on Form 8-K filed on June
19, 1997, (iv) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 1, 1992, together with any
amendment or report filed with the Commission for the purpose of updating such
description; and (v) all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that all
Securities offered hereby have been sold or which deregisters all Securities
then remaining unsold. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of all documents that are incorporated
herein by reference (not including the exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents or into
this Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to International Technology Corporation, Attention: Harry J. Soose, 2790
Mosside Blvd., Monroeville, Pennsylvania 15146-2792, telephone number (412) 372-
7701.
THE COMPANY
The Company provides a wide range of environmental management services and
technologies, including the assessment, engineering and remediation of
situations involving hazardous and pollution prevention and minimization. The
Company's services are provided to a broad array of governmental and commercial
entities predominantly in the U.S. market. Additionally, the Company pursues
selected international business opportunities. The Company's business strategy
is to provide its environmental services on a full-service basis, particularly
by focusing on its capabilities to manage complex environmental issues from the
initial assessment of the level and extent of contamination through the design,
engineering and execution of a solution which minimizes the client's total cost.
Demand for the Company's services is heavily influenced by the level of
enforcement of environmental laws and regulations, funding levels for government
projects and spending patterns of commercial clients.
The principal executive offices of IT are located at 2790 Mosside Blvd.,
Monroeville, Pennsylvania 15146-2792, telephone number (412) 372-7701.
2
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RISK FACTORS
The Securities offered hereby are speculative in nature and involve a high
degree of risk. In addition to the other information included elsewhere in this
Prospectus, the following factors should be considered carefully in evaluating
an investment in the Securities offered by this Prospectus.
CLOSURE OF INACTIVE DISPOSAL SITES AND POTENTIAL CERCLA LIABILITIES
In December 1987, the Company's Board of Directors adopted a strategic
restructuring program that included a formal plan to divest its transportation,
treatment and disposal operations. Pursuant to this program, two of the
Company's four inactive treatment, storage and disposal facilities in Northern
California have been formally closed and the other two are in the process of
formal closure.
IMPACT OF UNCERTAINTY IN CLOSURE COST ESTIMATES
Closure and post-closure costs are incurred over a significant number of
years and are subject to a number of variables including, among others,
completion of negotiations regarding specific site closure and post-closure
plans with applicable regulatory agencies. The Company has estimated the impact
of closure and post-closure costs in the provision for loss on disposition;
however, closure and post-closure costs could be higher than estimated if
regulatory agencies were to require closure and/or post-closure procedures
significantly different than those in the plans developed by the Company or if
there are additional delays in the closure plan approval process. As of March
28, 1997, the Company's consolidated balance sheet included accrued liabilities
of approximately $26,300,000 to complete the closure and post-closure of its
disposal facilities and the potentially responsible party ("PRP") matters
discussed below. The referenced accrued liabilities represent the Company's
estimates as of March 28, 1997 of remaining closure and post closure costs and
expenditures with respect to possible PRP liabilities and are indicated in the
Company's provision for loss on the disposition of discontinued operations.
(From December 1987 through March 31, 1994, the Company cumulatively recorded a
provision for loss on disposition of transportation, treatment and disposal
discontinued operations (including the initial provision and two subsequent
adjustments) in the amount of $149,589,000, net of income tax benefit of
$26,482,000. At March 31, 1995, the Company recorded a further increase in the
provision for loss on disposition of $10,603,000, net of income tax benefit of
$6,397,000, for a cumulative provision as of March 31, 1997 of $160,192,000).
UNCERTAINTIES IN CARRYING VALUE OF LONG TERM ASSETS
The carrying value of the long-term assets of transportation, treatment and
disposal discontinued operations of $40,048,000 at March 28, 1997 is principally
comprised of residual land at the inactive disposal facilities and assumes that
sales will occur at market prices estimated by the Company based on certain
assumptions (entitlements, development agreements, etc.), taking into account
market value information provided by independent real estate appraisers. The
Company has an agreement with a real estate developer to develop some of this
property as part of a larger development in the local area involving a group of
developers. The entitlement process has been delayed pending approval of the
Company's closure plan for its adjacent disposal facility and local community
review of growth strategy. This review is proceeding and initially recommends,
on a non-binding basis, strategies for limiting growth in the area. Ultimately,
if the developers' plans change or the developers are unable to obtain
entitlements, the carrying value of this property could be significantly
impaired. In regard to any of the residual land, there is no assurance as to the
timing of sales or the Company's ability to ultimately liquidate the land for
the sale prices assumed. Consequently, if the assumptions used to determine such
prices are not realized, the value of the land could be materially different
from the current carrying value which could, in turn, require an increase in the
provision for loss on disposition.
IMPACT OF POSSIBLE PRP LIABILITIES
There are several disposal sites, including the GBF Pittsburg Superfund
site, at which the Company has been named a PRP under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" or
"Superfund") or has otherwise been identified as responsible for site cleanup
and at which the U.S. Environmental Protection Agency (the "USEPA") and the
Department of Toxic Substances Control of the Environmental Protection Agency of
the State of California ("DTSC") are investigating certain transportation and
disposal activities conducted by the Company and other companies. The Company
has been, and from time to time may be, named as a PRP at other sites as a
result of its transportation, treatment and disposal discontinued operations.
SUMMARY
The provision for loss on disposition of discontinued operations is based
on various assumptions and estimates and is reevaluated periodically in light of
current developments. The Company believes that the provision (including the
accrued liabilities of $26,300,000) as of March 28, 1997 (as noted above) is
reasonable; however, the ultimate effect of the divestiture on the consolidated
financial condition of the Company is dependent upon future events, the outcome
of which cannot be determined at this time. Outcomes significantly different
from those used to estimate the provision for loss could result in a material
adverse effect on the consolidated financial condition of the Company.
For further information, please see the "Notes to Consolidated Financial
Statements, Discontinued Operations" section of the Company's Annual Report on
Form 10-K for the fiscal year ended March 28, 1997, which section is
incorporated herein by reference.
HISTORY OF LOSSES
The Company incurred losses from continuing operations in each of the five
fiscal years 1993 through 1997. Operating income for the last three fiscal years
was offset by the equity in net loss of Quanterra and certain special
charges. See "Selected Financial Data" set forth in the Company's Report on Form
10-K for the fiscal year ended March 27, 1997, "--Quanterra" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations-- Loss
from Continuing Operations." Although the Company's core business has been
profitable since April 1997, no assurance can be given that the Company will not
continue to incur losses from continuing operations.
RECOVERABILITY OF INVESTMENT IN QUANTERRA
In June 1994, the Company and an affiliate of Corning Incorporated
("Corning") combined the two companies' environmental analytical services
businesses into a newly formed 50%/50% jointly-owned company ("Quanterra"). In
connection with the formation of Quanterra, an integration plan was implemented
to eliminate redundant laboratory facilities and duplicative overhead and
systems. IT's portion of the charge for integration was $9,264,000, including
$2,869,000 incurred directly by IT. In January 1996, the Company and Corning
completed an agreement to recapitalize Quanterra which resulted in a change in
Quanterra's ownership to 19% by IT and 81% by Corning. In the quarter ended
December 29, 1995, the Company reported a pre-tax charge of $24,595,000 related
to the recapitalization transaction. At March 28, 1997, the Company's investment
in Quanterra was $16,300,000. While Quanterra has recently neared break even
operations, it has experienced net losses over the past three years and the
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Company will monitor the value of its investment in Quanterra on an ongoing
basis and will recognize any impairment in value should it occur.
POTENTIAL ADVERSE IMPACT OF PENDING LITIGATION
The Company has several significant litigation and investigatory matters
pending which the Company is defending vigorously. These matters include
contractual and tort claims arising from services performed by the Company and
government audits and investigations related to government contracts performed
by the Company. Litigation is unpredictable by nature and if one or more of
such matters were adversely decided to the Company, it could have a material
adverse effect on the consolidated financial condition and results of operations
of the Company.
CONTROL OF BOARD OF DIRECTORS
At the November 20, 1996 Annual Meeting of Stockholders, the Company's
shareholders voted to approve a $45,000,000 investment (the "Carlyle
Investment") by The Carlyle Group ("Carlyle"), a Washington, D.C. based merchant
banking firm. The Carlyle Investment consists of 45,000 shares of 6% Cumulative
Convertible Participating Preferred Stock, par value $100 per share
("Convertible Preferred Stock") and warrants to purchase 1,250,000 shares of IT
common stock, par value $.01 per share. The net proceeds to IT (after related
offering costs of $4,391,000) from the Carlyle Investment were $40,609,000.
Assuming the conversion of all of the Convertible Preferred Stock into
Common Stock and the exercise of all of the warrants, Carlyle would own
approximately 43% of the voting power of the Company. The terms of the
Convertible Preferred Stock provide that, to November 20, 2001, the holders of
the Convertible Preferred Stock have the right to elect a majority of the Board
of Directors of the Company, provided that Carlyle continues to own at least 20%
of the voting power of the Company. As a result, The Carlyle Group is in a
position to control the strategic direction of the Company, to elect and
dismiss the Company's officers, and to approve and disapprove significant
transactions. See "Notes to Consolidated Financial Statements, Preferred Stock,
Carlyle Investment", set forth in the Company's Report on Form 10-K for the
Fiscal Year Ended March 28, 1997, incorporated herein by reference.
DEPENDENCE ON ENVIRONMENTAL REGULATIONS AND REGULATORY UNCERTAINTIES
Substantially all of the Company's revenue is generated either directly or
indirectly as a result of federal and state laws, regulations and programs
related to the environment. Accordingly, changes in these laws or regulations,
or in governmental policies regarding the funding, implementation or enforcement
of the programs, could have a material adverse effect on the Company's business.
There is at present considerable uncertainty in the regulatory framework in
which the Company operates including as to the legislative status of principal
environmental laws and the direction of implementing regulations. For example,
the reauthorization of CERCLA has been delayed for several years. While CERCLA's
Superfund taxing authority originally expired in December 1995, and CERCLA's
authority to expend funds originally expired in September 1994, Congress has
extended the USEPA's authority to tax and use funds on an interim basis through
September 30, 1997. Moreover, the Congressional Budget Office projects that the
USEPA has enough appropriated but unobligated funds to allow USEPA to operate at
current levels for approximately two years after September 30, 1997, should
CERCLA's taxing authority not be reauthorized by then.
The Company believes that failure of Congress to reauthorize CERCLA, and
proposed substantial changes in and continuing uncertainty concerning the
details of the legislation, cleanup standards, and remedy selection, have
resulted in project delays and/or the failure of clients to initiate or proceed
with projects. A number of changes to CERCLA have been previously proposed as a
part of the reauthorizing legislation. Amendments to repeal CERCLA's
retroactive liability provisions have been introduced. It has also been
proposed that CERCLA's preference for permanent treatment remedies such as
incineration be changed to favor confinement and containment remedies. (See
"Incineration Market Uncertainties" below.) Standards for acceptable
cleanups have also been the subject of proposals for change. Although several
bills to reauthorize CERCLA have been introduced in this session of Congress,
including some which propose to maintain or increase previous funding levels,
controversy over the details of the legislation indicate that there is no
clarity when CERCLA may be reauthorized, what changes would be included in any
reauthorization, or what funding levels might be.
In response to Congressional and private sector pressure and, in part, to
avoid more sweeping legislative changes, the USEPA has attempted to relax
regulatory requirements and enforcement. For example, the USEPA has attempted,
through various regulatory initiatives, to make it easier to redevelop
"brownfields," i.e., lightly to moderately contaminated urban sites.
Brownfields sites nationally have been estimated to number in the hundreds of
thousands. Similar legislation has also been introduced, and a number of states
have initiated similar programs. While the Company believes such programs offer
additional opportunities, the ultimate impact of such programs cannot yet be
predicted.
Although the impact of these proposed changes upon the Company's business
cannot yet be fully predicted, the proposed changes in regulations and reduced
enforcement of current environmental laws appear to have decreased the demand
for certain of the Company's services, as customers anticipate and adjust to the
potential changes. The Company believes that it generally has benefitted from
increased environmental regulations affecting business, and from more active
enforcement of those regulations. However, proposed changes could also result in
increased demand for certain of the Company's services if regulatory changes
decrease the cost of remediation projects or result in more funds being spent
for actual remediation. The ultimate impact of the proposed changes will depend
upon a number of factors including the overall strength of the U.S. economy and
customers' views on the cost-effectiveness of remedies available under the
changed regulations.
INCREASED COMPETITIVE ENVIRONMENT AND CERTAIN MARKET CONDITIONS
The environmental management industry is very competitive and increased
competition, combined with changes in client procurement procedures, has
resulted in market trends over the past several years toward lower contract
margins, a client preference for fixed-price or unit-price contracts and
unfavorable changes in contract terms and conditions in areas such as
indemnification of the client by the Company of liabilities for damage or injury
to third parties and property and for environmental fines and penalties.
Additionally, certain of the Company's competitors benefit from certain
economics of scale and have better access to bonding and insurance markets at a
lower cost. The entry of large systems contractors and international
construction and engineering firms into the environmental management industry
has materially increased the level of competition for major federal governmental
contracts and programs, which have been the primary source of the Company's
revenue in the past several years. Over the past several years, there has been
consolidation in the industry as certain of the larger corporations have
acquired smaller firms which, although reducing the number of industry
competitors to some degree, has increased the number of stronger competitors.
The Company's ability to maintain or improve upon gross margins is heavily
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dependent on increasing utilization of professional staff, properly executing
projects and successfully bidding new contracts at adequate margin levels.
There can be no assurance that the Company's revenues and results of operations
will not be adversely affected by these and other competitive factors.
DEPENDENCE ON GOVERNMENT MARKET AND RISKS OF GOVERNMENT CONTRACTING
For the fiscal year ended March 28, 1997, approximately 67% of the
Company's revenues were derived from federal government contracts. Over at
least the next two fiscal years, the Company expects that the percentage of its
revenues attributable to such clients will continue to be substantial. In
addition to its dependence on governmental contracts, the Company also faces the
risks associated with such contracting, which include substantial civil and
criminal fines and penalties for, among other matters, failure to follow
procurement integrity and bidding rules, employing improper billing practices or
otherwise failing to follow cost accounting standards, receiving or paying
kickbacks or filing false claims. Government contracting requirements are
complex, highly technical and subject to varying interpretation. As a result of
its government contracting business, the Company has been, is, and expects in
the future to be, the subject of audits and investigations by government
agencies. In addition to potential damage to the Company's business reputation,
the failure to comply with the terms of one or more of its government contracts
could also result in the Company's suspension or debarment from future
governmental contract projects for a significant period of time. The fines and
penalties which could result from noncompliance with appropriate standards and
regulations, or the Company's suspension or debarment, could have a material
adverse effect on the Company's business.
EXPANDING ENVIRONMENTAL CONTRACTOR LIABILITIES AND REGULATORY RISKS; POTENTIAL
INADEQUACY OF THE COMPANY'S INSURANCE AND RISK MANAGEMENT PROGRAMS
All facets of the Company's business are conducted in the context of a
rapidly developing and changing statutory and regulatory framework which creates
significant risks for the Company, including potentially large civil and
criminal liabilities from violations of environmental laws and regulations and
liabilities to customers and to third parties for damages arising from
performing services for clients. There have also been efforts to expand the
reach of various environmental statutes to make contractor firms responsible for
cleanup costs by claiming that environmental contractors are owners or operators
of hazardous waste facilities or that they arranged for treatment,
transportation or disposal of hazardous substances. Many clients contracting
for environmental management services seek to shift to contractors a number of
the risks of such projects, including the risk of completing the project in the
event the contamination is either more extensive or difficult to resolve than
originally anticipated, and possible liabilities for damages or injuries to
third parties and property stemming from the release of hazardous materials or
otherwise and for environmental fines and penalties. The Company has from time
to time been involved in claims and litigation involving such disputes.
Furthermore, the USEPA and other federal agencies have constricted significantly
the circumstances under which it will indemnify its contractors against
liabilities incurred in connection with certain projects. The Company has
adopted a range of insurance and risk management programs designed to reduce
potential liabilities, including insurance policies, programs to seek indemnity
where possible in its contracts, other contract administration procedures, and
employee health, safety, training and environmental monitoring programs. In
addition, as a result of the substantial increase over the past several years in
the percentage of the Company's revenue derived from work for governmental
agencies, the Company has developed a company-wide government contracts
compliance program. There can be no assurance that such programs will be
adequate to protect the Company from such risks and in the case of insurance,
that the Company's insurance program will continue to be available or that the
dollar amount of any liability that the Company may incur will not exceed the
policy limits of its coverage.
INCINERATION MARKET UNCERTAINTIES
Approximately 10% of IT's revenues in fiscal year 1997 was derived from
large, complex thermal remediation contracts utilizing the Company's mobile, on-
site Hybrid Thermal Treatment Systems(R)-Registered Trademark- ("HTTS(R)")
thermal treatment technology. Incineration as remedy under CERCLA continues to
come under legislative and regulatory pressures. Because of this issue and the
relatively high cost of incineration, there are very few potential project
opportunities in the United States and the Company has been forced to seek
alternative uses for its HTTS equipment. The Company is actively pursuing
foreign opportunities which utilize the HTTS equipment. If alternative uses,
such as foreign installations, cannot be found or are uneconomical, there could
be a negative effect to the Company due to impairment of HTTS assets as well as
lost project opportunities. At March 28, 1997, IT's HTTS equipment had a net
book value of approximately $11,200,000. The Company's backlog of contracts
which utilize HTTS equipment was approximately $10,000,000 at March 28, 1997
with such backlog to be performed early in fiscal year 1998.
5
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FLUCTUATIONS IN OPERATING RESULTS AND STOCK PRICE
The Company's future operating results and stock price could be subject to
fluctuations and volatility. Fluctuations may be due to factors specific to the
Company, to changes in analysts' estimates, or to factors affecting the
environmental services industry or the securities markets in general. Any
decrease in revenues or quarterly results, or failure to meet market
expectations, could have an effect on the price of the Company's common stock in
any given period. In addition, realization of the Company's deferred tax asset
(of $32,116,000 net of a valuation allowance of $9,741,000) is subject to the
Company having a sufficient level of taxable income and taxable capital gains.
PAYMENT OF DIVIDENDS
The Company has not and does not intend to pay dividends on its common
stock, and the Company currently intends to retain any earnings or other cash
resources to finance future growth. Additionally, the Company's credit
facilities prohibit the payment of cash dividends on the common stock. The
Company's preferred stock ranks prior to its common stock as to payment of
dividends. See "Description of Capital Stock--Preferred Stock."
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
A part of the Company's business strategy calls for growth through
acquisitions. Identifying and pursing future acquisition opportunities will
require a significant amount of management time and skill. There can be no
assurance that the Company will be able to identify suitable acquisition
candidates, consummate any acquisition on acceptable terms or successfully
integrate acquired business operations. Future acquisitions may entail the
payment of consideration in excess of book value, may result in the issuance of
additional shares of the Company's Common Stock or the incurrence of additional
indebtedness and could have a dilutive effect on the Company's net income per
share.
6
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data are derived from the
Company's consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. This consolidated data should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended March 28, 1997, incorporated by
reference herein. Share and per share data have been restated to reflect the
one-for-four reverse stock split effective November 21, 1996.
<TABLE>
<CAPTION>
Year Ended
----------------------------------------------------------------
March 28, March 29, March 31,
-----------------------------------
1997 1996 1995 1994 1993
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT INFORMATION
Revenues $362,131 $400,042 $423,972 $392,803 $410,539
Loss from continuing operations (net of (13,693) (3,654) (7,880) (3,241) (2,082)
preferred stock dividends)
Loss per share from continuing operations (1.48) (.41) (.89) (.37) (.25)
Weighted average shares 9,227 8,982 8,889 8,691 8,383
OTHER FINANCIAL INFORMATION
Working Capital $110,705 $ 89,174 $ 73,838 $ 63,522 $ 60,281
Total Assets 342,531 315,314 362,152 359,203 369,178
Long-term debt 65,874 65,611 80,189 68,625 115,811
Long-term accrued liabilities 16,004 30,223 45,207 38,993 52,470
Stockholders' equity 168,853 140,865 145,921 160,548 106,178
</TABLE>
No cash dividends were paid on common shares for any period.
7
<PAGE>
MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SHAREHOLDER MATTERS
The Company's common stock is listed on the New York Stock Exchange and
Pacific Stock Exchange under the symbol ITX. The following table sets forth the
high and low sale prices of the common stock, as reported by the NYSE for the
periods indicated, all after adjustment for a one-for-four reverse stock split
effective November 21, 1996.
<TABLE>
<CAPTION>
QUARTER ENDED High Low
- ---------------------------------------------------------------- ------------------------ -------------------
<S> <C> <C>
June 30, 1995................................................... $13 1/2 $9 1/2
September 29, 1995.............................................. 15 1/2 11
December 29, 1995............................................... 13 1/2 9
March 29, 1996.................................................. 11 8
June 28, 1996................................................... 14 9
September 27, 1996.............................................. 12 7 1/2
December 27, 1996............................................... 11 1/2 8 3/8
June 27, 1997................................................... 8 1/4 6 3/4
September 27, 1997.............................................. 9 1/4 6 13/16
</TABLE>
On October 23, 1997, the closing sale price of the common stock on the NYSE
as reported by The Wall Street Journal was $ 8 5/8 per share.
-----------------------
The Company has not paid a cash dividend on its common stock for the three
years ended March 28, 1997. The Company has no present intention to pay cash
dividends on its common stock for the foreseeable future in order to retain all
earnings for investment in the Company's business. IT's credit agreements
prohibit cash dividends on common stock.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of IT consists of 50,000,000 shares of Common
Stock, par value $.01 per share, of which 9,744,583 shares were issued and
outstanding as of March 28, 1997, and 180,000 shares of Preferred Stock, par
value $100 per share, of which 20,556 shares of 7% Cumulative Convertible
Exchangeable Preferred Stock and 45,000 shares of 6% Cumulative Convertible
Participating Preferred Stock (the "6% Convertible Preferred Stock") were issued
and outstanding as of June 27, 1997.
At the 1996 Annual Meeting of Stockholders, held November 20, 1996,
stockholders approved a cash investment (the "Investment") of $45,000,000 in the
Company by certain investors affiliated with The Carlyle Group (collectively,
"Carlyle"), a private merchant bank headquartered in Washington, D.C. In
consideration of its investment, Carlyle received 45,000 shares of newly issued
6% Convertible Preferred Stock, and warrants (the "Warrants") to purchase up to
1,250,000 shares of Common Stock (at the current exercise price of $11.39 per
share). Holders of the 6% Convertible Preferred Stock own approximately 38% of
the voting power of the Company (43% assuming exercise of the Warrants).
Carlyle's purchase of the 6% Convertible Preferred Stock and Warrants was
financed through the private sale of interests in limited partnerships which
themselves purchased the 6% Convertible Preferred Stock and Warrants.
Pursuant to the terms of the Investment, Carlyle is entitled to elect a
majority of the Company's Board of Directors, until November 20, 2001, which
date is five years from the consummation of the Investment (the "Five-Year
Period"), provided that Carlyle continues to own at least 20% of the voting
power of the Company. Also pursuant to the terms of the Investment, the
Company's Board consists of seven directors, of whom four (the "Preferred Stock
Directors") will be elected by the holders of the 6% Convertible Preferred Stock
acting by written consent and without a meeting of the Common Stock holders, and
the remaining three (the "Common Stock Directors") will be elected by the Common
Stock holders. The Investment agreements also provide that at least two of the
directors elected by the holders of the Common Stock will have no employment or
other relationship with the Company or Carlyle, other than their positions as
directors of the Company. During the Five-Year Period, holders of the 6%
Convertible Preferred Stock will not participate in elections of the Common
Stock Directors and the Preferred Stock Directors will not have the right to
vote on the election of any director to fill a vacancy among the Common Stock
Directors. At the end of the Five-Year Period, provided that Carlyle continues
to own at least 20% of the voting power of the Company, holders of the 6%
Convertible Preferred Stock will be entitled to elect the largest number of
directors which is a minority of the directors of the Company and to vote with
the Common Stock holders (as a single class) on the election of the remaining
directors. Additionally, the holders of the 6% Convertible Preferred Stock, in
the event they no longer have the right
8
<PAGE>
to elect at least a minority of the directors, will have the right (voting as a
class with holders of the Company's 7% Cumulative Convertible Exchangeable
Preferred Stock, par value $100 per share ("7% Convertible Preferred Stock"),
and any other parity stock) to elect two directors to the Board in the event the
Company fails to make payment of dividends on the Convertible Preferred Stock
for six dividend periods. The four Preferred Stock Directors serve for annual
terms.
COMMON STOCK
The outstanding shares of IT Common Stock are, and the shares to be issued
in connection with this offering will be, validly issued, fully paid and
nonassessable. Holders of IT Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
The shares of IT Common Stock have cumulative voting rights with respect to the
election of directors.
Holders of Common Stock do not have any preemptive rights or rights to
subscribe for additional securities of IT. The IT Common Stock is neither
redeemable nor convertible into other securities, and there are no sinking fund
provisions. Subject to the preferences applicable to any shares of Preferred
Stock outstanding at the time, holders of IT Common Stock are entitled to
dividends if, when and as declared by the Board of Directors from funds legally
available therefore and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities and Preferred Stock
preferences, if any.
PREFERRED STOCK
6% CONVERTIBLE PREFERRED STOCK
Holders of 6% Convertible Preferred Stock generally have the right to vote
(on an as converted basis) as a single class with the holders of Common Stock
and other classes or series of stock entitled to vote as a single class with the
Common Stock, on all matters submitted to a vote of stockholders except (i)
matters for which class voting is required by law or under the Company's
Certificate of Incorporation, and (ii) with respect to the election of the Non-
Preferred Stock Directors during the Five-Year Period. Holders of 6%
Convertible Preferred Stock vote as a separate class with respect to (i) the
creation, authorization or issuance of any class or series of shares ranking on
parity with or prior to the 6% Convertible Preferred Stock as to dividends or
redemption, (ii) the increase in the authorized shares of, or issuance of any
shares of 6% Convertible Preferred Stock, (iii) the amendment, alteration,
waiver of the application of, or repeal of an provision of the Company's
Certificate of Incorporation, the entering into of any agreement or the taking
of any corporate action which would in any manner alter, change or otherwise
adversely affect the powers, rights or preferences of the 6% Convertible
Preferred Stock, and (iv) the reorganization, recapitalization, liquidation,
dissolution, or winding up of the Company, the disposition of substantially all
of its assets, property, or business, the merger or consolidation with or into
any other corporation, if such transaction would adversely affect the powers,
rights or preferences of the 6% Convertible Preferred Stock. Holders of 6%
Convertible Preferred Stock are entitled to cumulative annual dividends. No
dividends are payable in the first year following the closing of the Investment.
Thereafter, dividends will be payable quarterly in kind for one year at the rate
of 3% per annum and in cash thereafter at the rate of 6% per annum. Holders of
6% Convertible Preferred Stock have the right to participate with the Common
Stock in any dividends paid with respect to the Common Stock into which it may
be converted, as described below. The 6% Convertible Preferred Stock may at any
time, at the option of Carlyle, be converted into Common Stock. The conversion
price of the Convertible Preferred Stock is $7.59 per share. The Company will be
entitled at its option to redeem all of the 6% Convertible Preferred Stock at
its liquidation preference plus accumulated and unpaid dividends on or after
November 21, 2003.
On or after the seventh anniversary of the Investment, the Company will be
entitled, at its option (as determined by a majority of the Non-Preferred Stock
Directors) to redeem all of the 6% Convertible Preferred Stock at its
liquidation preference of $1,000 per share plus accumulated and unpaid
dividends.
7% CONVERTIBLE PREFERRED STOCK
Holders of 7% Preferred Stock are not entitled to vote on matters submitted
to stockholders, except that holders are entitled to vote as a separate class
to elect two directors if the equivalent of six or more quarterly dividends
(whether consecutive or not) on the 7% Convertible Preferred Stock is in
arrears. Such voting rights will continue until such time as the dividend
arrearage on the Preferred Stock has been paid in full.
The 7% Convertible Preferred Stock ranks on parity as to dividends and
liquidation with the 6% Convertible Preferred Stock, and prior to the Common
Stock The dividend per annum and liquidation preference for each share of 7%
Convertible Preferred Stock are $175 and $2,500, respectively. Dividends on the
7% Convertible Preferred Stock are cumulative and payable quarterly. The 7%
Convertible Preferred Stock is convertible at the option of the holder into
Common Stock at a conversion price of $23.36 per share, subject to adjustment
under certain circumstances. On any dividend payment date, the 7%
9
<PAGE>
Convertible Preferred Stock is exchangeable at the option of the Company, in
whole but not in part, for 7% Convertible Subordinated Debentures Due 2008 in a
principal amount equal to $2,500 per share of 7% Convertible Preferred Stock.
The 7% Convertible Preferred Stock is redeemable at any time, at the option of
the Company, in whole or in part, initially at a price of $2,622.50 per share of
7% Convertible Preferred Stock and thereafter at prices declining to $2,500 per
share of 7% Convertible Preferred Stock on or after September 30, 2003.
Additionally, the 7% Convertible Preferred Stock has a special conversion right
that becomes effective in the event of certain significant transactions
affecting ownership or control of the Company. In such situations, the special
conversion right would, for a limited period, reduce the then prevailing
conversion price to the market value of the common stock, except that the
conversion right will not be reduced below $3.17 per share. Generally and with
certain exceptions, the special conversion right becomes effective if (1) a
person or group acquires at least 50% of the Company's common stock, (2) if the
Company sells all or substantially all of its assets or (3) if the Company
participates in a merger or consolidation in which the Company is not the
surviving company or the holders of the Company's common stock immediately prior
to such merger or consolidation do not hold, directly or indirectly, at least a
majority of the common stock of the merger after such a transaction. The form of
consideration issued (cash, securities or other property) upon the exercise of
the special conversion right by a holder of 7% Convertible Preferred Stock
depends upon, among other things, the type of transaction that gives rise to the
special conversion right.
CUMULATIVE VOTING
IT's Certificate of Incorporation includes a provision for cumulative
voting such that, in any election of directors of the corporation, a holder of
any class or series of stock then entitled to vote in such election shall be
entitled to as many votes as shall equal (i) the number of votes which would be
entitled to cash for the election of directors with respect to his shares of
stock multiplied by (ii) the number of directors to be elected in the election
in which his class or series of shares is entitled to vote, and each stockholder
may cast all of such votes for a single director or for any two or more of them
as he may see fit.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Boston EquiServe,
L.P.
SECURITIES COVERED BY THIS PROSPECTUS
The shares of the Common Stock covered by this Prospectus consist of
500,000 shares (the "Shares") which may be issued or delivered from time to time
in connection with future business combinations, mergers and/or acquisitions.
The consideration for such combinations, acquisitions and mergers may consist of
cash, assumption of liabilities, evidences of debt, Common Stock or a
combination thereof. In general, the terms of such combinations, acquisitions
and mergers will be determined by direct negotiations between representatives of
the Company and the owners or principal executives of the companies or other
entities to be so combined, acquired or merged or the assets of which are to be
acquired, and the factors taken into account will include, among other things,
the established quality of management, earning power, cash flow, growth
potential, facilities and locations of the companies or other entities to be
acquired or merged, and the market value of the Common Stock. It is anticipated
that the shares of the Common Stock issued or delivered in connection therewith
will be valued at a price reasonably related to the market value of the Common
Stock either at the time the terms of the combination, acquisition or merger are
tentatively agreed upon, or at or about the time or times such shares are issued
or delivered.
Persons who directly or indirectly control, are controlled by, or are under
common control with, companies or other entities which are acquired by or merged
or combined with the Company may be deemed to be engaged in a distribution of
securities, and therefore underwriters of securities within the meaning of
Section 2(11) of the Securities Act, if such persons offer or sell any shares of
the Common Stock covered by this Prospectus other than in accordance with the
provisions of paragraph (d) of Rule 145 under the Securities Act or pursuant to
an effective registration statement. Rule 145(d) provides that such persons
will not be deemed to be underwriters if (a) among other things, (i) the Company
has complied with certain reporting requirements of the Exchange Act, (ii) the
amounts of such shares sold fall within certain volume limitations, (iii) such
shares are sold only in brokers' transactions within the meaning of Section 4(4)
of the Securities Act or in a manner otherwise permitted by Rule 144 under the
Securities Act, (iv) such persons do not solicit or arrange for the solicitation
of orders to buy such shares in anticipation of or in connection with the sale
thereof, and (v) such persons do not make any payments in connection with the
offer or sale thereof to any persons other than the brokers executing the orders
to sell such shares; (b) such persons are not affiliates of the Company and have
been the beneficial owners of the Common Stock for at least two years, and the
Company has complied with certain reporting requirements of the Exchange Act; or
(c) such persons are not,
10
<PAGE>
and have not been for at least three months, affiliates of the Company and have
been the beneficial owners of the Common Stock for at least three years.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements of International Technology
Corporation appearing in International Technology Corporation's Annual Report
(Form 10-K) for the year ended March 28, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
11
<PAGE>
<TABLE>
- ------------------------------------------------------------- --------------------------------------------------------
<S> <C>
No persons have been authorized to give any
information or make any representations other than
those contained in this Prospectus in connection with 500,000 Shares
the offering herein contained and, if given or made, INTERNATIONAL TECHNOLOGY CORPORATION
such information or representation must not be relied Common Stock
upon have having been authorized by the Company or ($.01 Par Value)
the Purchasers. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to
buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to
make an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, PROSPECTUS
under any circumstances, create an implication that ----------
there has not been any change in the facts set forth
in this Prospectus or in the affairs of the Company
since the date hereof.
</TABLE>
<TABLE>
<CAPTION>
___________________________
TABLE OF CONTENTS Page
----
<S> <C> <C>
Available Information....................................... 2 , 1997
Incorporation of Certain Information by Reference........... 2
The Company................................................. 2
Risk Factors................................................ 3
Selected Financial Information.............................. 7
Price Range of Common Stock and Dividends................... 8
Description of Capital Stock................................ 8
Securities Covered by this Prospectus....................... 10
Legal Matters............................................... 11
Experts..................................................... 11
___________________________
============================================================ ============================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at its request in such
capacity in another corporation or business association against expenses
(including attorneys' fees), judgments, finds and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 145 of the Delaware General Corporation Law, the
Bylaws of the Registrant provide: (i) the Registrant is required to indemnify
its directors, officers and employees and persons serving in such capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, who are or were a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the Registrant, and
whether civil, criminal, administrative, investigative or otherwise, to the
fullest extent permitted by Delaware law; (ii) the Registrant shall pay all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and, in the manner provided by law, any such expenses may be paid by
the Registrant in advance of the final disposition of such action, suit or
proceeding); (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with any other
person for any such expenses to the fullest extent permitted by law; (iv) the
Registrant may purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against such person; and (v) the
Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers, employees and agents. The Registrant has
also entered into an agreement with its directors and certain of its officers
indemnifying them to the fullest extent permitted by the foregoing. These
indemnification provisions, and the Indemnification Agreements entered into
between the Registrant and its directors and certain of its officers, may be
sufficiently broad to permit indemnification of the Registrants' officers and
directors for liabilities arising under the Securities Act.
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
Exhibits:
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP, independent auditors.
24.1* Power of Attorney (included on Page II-3).
</TABLE>
- ------------
* Previously filed
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-1
<PAGE>
(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, as amended (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 m the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
flied with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(iv) To include an opinion of counsel to the Company that, prior
to the issuance of any shares of Common Stock under this Registration Statement,
the Board of Directors has duly authorized the issuance and sale of such
shares.
(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 the 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.
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 Section 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 that time shall be deemed to be the initial bona
fide offering thereof.
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 Securities and Exchange 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
as 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.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 1l, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroeville,
Pennsylvania, on the 30th day of October, 1997.
INTERNATIONAL TECHNOLOGY CORPORATION
By /s/ Anthony J. DeLuca
-------------------------------------
Anthony J. DeLuca, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title DATE
- ---------------------------------------- ---------------------------------------------------- ---------------
<S> <C> <C>
/s/ Daniel A. D'Aniello*
- ---------------------------------------- Chairman of the Board of Directors October 30, 1997
Daniel A. D'Aniello
/s/ Anthony J. DeLuca
- ---------------------------------------- Director, President, Chief Executive Officer October 30, 1997
Anthony J. DeLuca
/s/ Philip B. Dolan*
- ---------------------------------------- Director October 30, 1997
Philip B. Dolan
- ---------------------------------------- Director
E. Martin Gibson
- ---------------------------------------- Director
James C. McGill
- ---------------------------------------- Director
Robert F. Pugliese
/s/ James David Watkins*
- ---------------------------------------- Director October 30, 1997
James David Watkins
/s/ Harry J. Soose*
- ---------------------------------------- Principal Financial Officer and October 30, 1997
Harry J. Soose Principal Accounting Officer
</TABLE>
*By: /s/ James Redwine
---------------------------
James Redwine, as
Attorney-in-Fact
II-3
<PAGE>
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- --------- ----------------------------------------------------------------------------- --------------
<C> <S> <C>
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP, independent auditors.
24.1* Power of Attorney (included on Page II-3).
</TABLE>
- ---------------
* Previously filed
<PAGE>
EXHIBIT 5.1
October 30, 1997
(213) 229-7000
International Technology Corporation
2790 Mosside Blvd.
Monroeville, Pennsylvania 15146
Re: Registration Statement on Form S-4
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to International Technology Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-4 (the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), for the registration of the sale
by the Company from time to time of up to 500,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Shares") as described in the
Registration Statement.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have made such inquiries as we have deemed
appropriate for the purpose of rendering this opinion.
We have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
copies and the authenticity of the originals of such copied documents. In
addition, we have assumed that the number of Shares to be offered and sold under
the Registration Statement will not exceed the number of shares thereof
authorized in the Company's Certificate of Incorporation, less the number of
shares thereof authorized and reserved for issuance and issued and outstanding
on the date on which the Shares are authorized, issued and delivered.
On the basis of and in reliance upon the foregoing examination, inquiries
and assumptions, and such other matters of fact and upon the examination of such
other questions of law as we deem appropriate, and subject to the assumptions,
exceptions, qualifications and limitations
<PAGE>
contained herein, we are of the opinion that upon adoption by the Board of
Directors of the Company of an authorizing resolution in form and content as
required by applicable law, and upon issuance and delivery of and payment for
Shares in the manner contemplated by the Registration Statement and/or any
applicable Prospectus Supplement and by such resolution, such Shares will be
validly issued, fully paid and nonassessable.
The opinion set forth above is subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior to
the time of the delivery of any of the Shares:
(a) the Board of Directors shall have duly authorized the issuance and sale
of such Shares and such authorization shall not have been modified or
rescinded.
The Company is a Delaware corporation. 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 this opinion. Subject to the foregoing, this opinion is limited
to Delaware and federal law.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to the reference to our firm under the
heading "Legal Matters" contained in the Prospectus that is a part thereof. 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
GIBSON, DUNN & CRUTCHER LLP
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