<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1998
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 Identification No.)
incorporation or organization)
_____________________________________
OHM CORPORATION 1986 STOCK OPTION PLAN
OHM CORPORATION NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
(Full title of the plan)
_____________________________________
ANTHONY J. DELUCA
CHIEF EXECUTIVE OFFICER AND PRESIDENT
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
(412) 372-7701
(Name, address, including zip code and telephone number, including area code, of
principal executive offices and agent for service)
With a copy to:
KAREN E. BERTERO, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
be registered registered Offering Price Per Share Offering Price Registration Fee
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 262,125 10.3125 (1) 2,703,164 (1) $798.00
- - --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low prices
of the Common Stock of International Technology Corporation on the New York
Stock Exchange on June 10, 1998 of $10.3125.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of International Technology Corporation, a Delaware
corporation (the "Company" or the "Registrant"), previously filed with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
by reference in this Registration Statement.
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
March 28, 1997, as amended;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 27, 1997, September 26, 1997 and December 26, 1997, as
amended;
(iii) The Company's Current Reports on Form 8-K, as amended, filed on
June 19, 1997, January 15, 1998, February 25, 1998 and May 28, 1998; and
(iv) The description of the Company's 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.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder 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 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.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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, fines 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 will 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
2
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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 will 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1(1) OHM Corporation 1986 Stock Option Plan, as amended and restated as
of May 10, 1994.
4.2(2) OHM Corporation Nonqualified Stock Option Plan for Directors.
4.3(3) Certificate of Incorporation of the Company, as amended by
Amendment to Certificate of Incorporation filed September 17, 1987,
with the Delaware Secretary of State.
4.4(4) Amended and Restated Bylaws of the Company, as amended through June
20, 1997.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP, independent certified public
accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
(1) Incorporated by reference to Appendix 2 to OHM Corporation's Proxy
Statement for its Annual Meeting held May 10, 1994.
(2) Previously filed as Exhibit 10(c) to OHM Corporation's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1992.
(3) Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended March 31, 1988 (No. 1-9037).
(4) Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended March 28, 1997.
3
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ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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.
(ii) 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.
(iii) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
4
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Monroeville, Pennsylvania, on this
17th day of June, 1998.
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ Anthony J. DeLuca
----------------------------------
Anthony J. DeLuca
Chief Executive Officer and President
POWER OF ATTORNEY
-----------------
We, the undersigned directors and officers of International Technology
Corporation, do hereby constitute and appoint Anthony J. DeLuca and James G.
Kirk our true and lawful attorney and agent, to do any and all acts and things
in our name and behalf in our capacities as directors and officers and to
execute any and all instruments or use and in our names in the capacities
indicated below, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby
ratify and confirm all that the said attorney and agent shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel A. D'Aniello Chairman of the Board of Directors June 17, 1998
- - --------------------------------------
Daniel A. D'Aniello
/s/ Anthony J. DeLuca Director, Chief Executive Officer and President June 17, 1998
- - -------------------------------------- (Principal Executive Officer)
Anthony J. DeLuca
/s/ Phillip B. Dolan Director June 17, 1998
- - --------------------------------------
Phillip B. Dolan
/s/ E. Martin Gibson Director June 17, 1998
- - --------------------------------------
E. Martin Gibson
/s/ James C. McGill Director June 17, 1998
- - --------------------------------------
James C. McGill
/s/ Robert F. Pugliese Director June 17, 1998
- - --------------------------------------
Robert F. Pugliese
/s/ James David Watkins Director June 17, 1998
- - --------------------------------------
James David Watkins
/s/ Harry J. Soose Vice President, Finance/Controller (Principal June 17, 1998
- - -------------------------------------- Financial Officer and Principal Accounting Officer)
Harry J. Soose
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<C> <S>
4.1(1) OHM Corporation 1986 Stock Option Plan, as amended and restated as of May 10, 1994.
4.2(2) OHM Corporation Nonqualified Stock Option Plan for Directors.
4.3(3) Certificate of Incorporation of the Company, as amended by Amendment to Certificate of
Incorporation filed September 17, 1987, with the Delaware Secretary of State.
4.4(4) Amended and Restated Bylaws of the Company, as amended through June 20, 1997.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP, independent certified public accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
</TABLE>
(1) Incorporated by reference to Appendix 2 to OHM Corporation's Proxy
Statement for its Annual Meeting held May 10, 1994.
(2) Previously filed as Exhibit 10(c) to OHM Corporation's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1992.
(3) Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended March 31, 1988 (No. 1-9037).
(4) Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended March 28, 1997.
6
<PAGE>
June 17, 1998
(213) 229-7000 C 42208-00104
International Technology Corporation
2790 Mosside Boulevard
Monroeville, Pennsylvania 15146-2792
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to International Technology Corporation, a
Delaware corporation ("ITC"), in connection with the registration by ITC on the
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on June 15, 1998 under the
Securities Act of 1933, as amended (the "Securities Act"), of 262,072 shares
(the "Shares") of ITC's common stock, par value $0.01 per share. The Shares are
reserved for issuance upon exercise of options (the "Assumed Options") granted
under the 1986 Stock Option Plan and Nonqualified Stock Option Plan of OHM
Corporation, which Assumed Options were assumed by ITC in connection with the
merger of IT-Ohio, Inc., an Ohio corporation and a wholly owned subsidiary of
ITC ("Merger Sub"), with and into OHM pursuant to the Agreement and Plan of
Merger, dated as of January 15, 1998, among OHM, ITC and Merger Sub.
We are familiar with the corporate actions taken and to be taken by ITC in
connection with the authorization and issuance of the Shares and have made such
other legal and factual inquiries as we deem necessary for the purpose of
rendering this opinion.
Based on the foregoing and in reliance thereon, we are of the opinion that
(i) the Shares have been duly authorized for issuance and (ii) when issued upon
the exercise of the Assumed Options and paid for in accordance with the terms
thereof, the Shares will be validly issued, fully paid and nonassessable.
<PAGE>
International Technology Corporation
June 17, 1998
Page 2
ITC 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 and federal law.
We hereby consent to the filing of this opinion as Exhibit 5.1 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
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the International Technology
Corporation (IT) Registration Statement (Form S-8) pertaining to the OHM
Corporation (OHM) 1986 Stock Option Plan and the OHM Corporation Nonqualified
Stock Option Plan for Directors of our reports dated May 13, 1997 with respect
to IT's consolidated financial statements and schedule as of and for the year
ended March 28, 1997, included in its annual report on Form 10-K and February
12, 1998, except for Note 1 as to which the date is May 4, 1998, with respect to
OHM's consolidated financial statements and schedule as of and for the year
ended December 31, 1997 included in its annual report on Form 10-K as amended
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania and Columbus, Ohio
June 17, 1998
