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Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GILBERT ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
23-2280922
(I.R.S. Employer
Identification No.)
P.O. Box 1498, Reading, Pennsylvania 19603 19603
(Address of Principal Executive Offices) (Zip Code)
STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
(Full title of the Plan)
Thomas F. Hafer, Esq., Secretary
Gilbert Associates, Inc.
P.O. Box 1498
Reading, Pennsylvania 19603
(Name and Address of Agent For Service)
(610) 775-5900
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman
120 West 45th Street
New York, New York 10036
(212) 704-0100
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share(1) Offering Price(1) Fee
- ------------- ------------- ---------------- ----------------- ----------
<S> <C> <C> <C> <C>
Class B 500,000 $15.00 $7,500,000 $2,586.21
Common Stock shares
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<F1>
(1) Used only for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the
Securities Act of 1933, as amended ("1933 Act"), based upon
the average of the high and low prices for Class A Common
Stock of the registrant reported in the NASDAQ System for
August 15, 1994.
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In addition, pursuant to Rule 416(c) under the 1933 Act,
this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee
benefit plan described herein.
2
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The contents of the registrant's Registration Statement
on Form S-8 (Registration No. 33-71242), are incorporated herein
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4(a) Stock Purchase Program for Employees of
Gilbert Associates, Inc. and Its
Subsidiaries, effective July 1, 1987 -
Incorporated by reference to Exhibit
4(iii), Registration Statement on Form
S-8 (Registration No. 33-37792).
4(b) Gilbert Associates, Inc. Stock Purchase
Program Trust, made as of January 30,
1987 - Incorporated by reference to
Exhibit 28, Registration Statement on
Form S-8 (Registration No. 33-37792).
4(b)(1) Amendment, dated January 1, 1991, to
Gilbert Associates, Inc. Stock Purchase
Program Trust - Incorporated by
reference to Exhibit 4(b)(1),
Registration Statement on Form S-8
(Registration No. 33-71242)
4(c) Restated Certificate of Incorporation of
Gilbert Associates, Inc. - Incorporated
by reference to Exhibit 3(a) to Annual
Report on Form 10-K for the fiscal year
ended December 29, 1989 (SEC File No. 0-
12588).
4(d) By-Laws of Gilbert Associates, Inc., as
amended - Incorporated by reference to
Exhibit 3(b), Registration Statement on
Form S-8 (Registration No. 2-91939).
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney - Included in the
signature page of this Registration
Statement.
The Exhibits listed above which have heretofore been
filed with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
The registrant undertakes that it will submit or has
submitted the Plan and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the
Plan.
3
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading,
Commonwealth of Pennsylvania on this 18th day of August, 1994.
GILBERT ASSOCIATES, INC.
By: /s/T. S. Cobb
------------------------------
T. S. Cobb
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Gilbert
Associates, Inc. and each of its undersigned officers and
directors hereby constitutes and appoints each of Timothy S.
Cobb, James R. Itin and Thomas F. Hafer its/his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution for it/him and in its/his name, place and stead,
in any and all capacities, to sign all or any amendments
(including post-effective amendments) of and supplements to this
registration statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes
and as fully as said Corporation itself and each said officer or
director might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue
hereof.
4
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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 date indicated.
Signature and Title Date
/s/A. F. Smith
______________________________ August 18, 1994
A. F. Smith, Chairman of
the Board and Director
/s/T. S. Cobb
______________________________ August 18, 1994
T. S. Cobb, President and
Chief Executive Officer
(Principal Executive Officer)
and Director
/s/J. R. Itin
______________________________ August 18, 1994
J. R. Itin, Vice President
(Principal Financial and Accounting
Officer) and Director
/s/J. W. Boyer, Jr.
_____________________________ August 18, 1994
J. W. Boyer, Jr., Director
/s/D. E. Lyons
______________________________ August 18, 1994
D. E. Lyons, Director
/s/J. W. Stratton
_____________________________ August 18, 1994
J. W. Stratton, Director
/s/J. A. Sutton
______________________________ August 18, 1994
J. A. Sutton, Director
/s/D. K. Wilson, Jr.
_____________________________ August 18, 1994
D. K. Wilson, Jr. Director
5
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THE PLAN. Pursuant to the requirements of the Securities
Act of 1933, the Stock Purchase Program for Employees of Gilbert
Associates, Inc. and Its Subsidiaries (or other persons who
administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading,
Commonwealth of Pennsylvania, on August 18, 1994.
STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
/s/A. F. Smith
By:_______________________________________
A. F. Smith
Member of the Administrative Committee
/s/T. S. Cobb
By:________________________________________
T. S. Cobb
Member of the Administrative Committee
/s/J. R. Itin
By:________________________________________
J. R. Itin
Member of the Administrative Committee
/s/T. F. Hafer
By:________________________________________
T. F. Hafer
Member of the Administrative Committee
6
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EXHIBIT INDEX
EXHIBIT NO.
- -----------
4(a) Stock Purchase Program for Employees of
Gilbert Associates, Inc. and Its
Subsidiaries, effective July 1, 1987 -
Incorporated by reference to Exhibit
4(iii), Registration Statement on Form
S-8 (Registration No. 33-37792).
4(b) Gilbert Associates, Inc. Stock Purchase
Program Trust, made as of January 30,
1987 - Incorporated by reference to
Exhibit 28, Registration Statement on
Form S-8 (Registration No. 33-37792).
4(b)(1) Amendment, dated January 1, 1991, to
Gilbert Associates, Inc. Stock Purchase
Program Trust - Incorporated by
reference to Exhibit 4(b) (1)
Registration Statement on Form S-8
(Registration No. 33-71242).
4(c) Restated Certificate of Incorporation of
Gilbert Associates, Inc. - Incorporated
by reference to Exhibit 3(a) to Annual
Report on Form 10-K for the fiscal year
ended December 29, 1989.
4(d) By-Laws of Gilbert Associates, Inc., as
amended - Incorporated by reference to
Exhibit 3(b), Registration Statement on
Form S-8 (Registration No. 2-91939).
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney - Included in the
signature page of this Registration
Statement.
The Exhibits listed above which have heretofore been
filed with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
7
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the following with respect to this Registration Statement
on Form S-8 filed by Gilbert Associates, Inc.:
(1) The incorporation by reference in the registration statement of our report
dated February 4, 1994 on our audits of the consolidated financial
statements and the financial statement schedules of Gilbert Associates,
Inc. and its Subsidiaries as of December 31, 1993 and January 1, 1993,
and for each of the three years in the period ended December 31, 1993,
as set forth in the Gilbert Associates, Inc. Annual Report on Form 10-K
for the fiscal year ended December 31, 1993.
(2) The incorporation by reference in the registration statement of our report
dated May 20, 1994 relative to the financial statements of the Stock
Purchase Program for Employees of Gilbert Associates, Inc. and its
Subsidiaries as of December 31, 1993 and 1992.
(3) The reference to our Firm under the caption "Experts" in the registration
Statement.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 18, 1994
