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Registration Statement No. 33-37793
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
STOCK BONUS PURCHASE PLAN
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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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
4 Stock Bonus Purchase Plan of Gilbert Associates, Inc.
1
and Its Subsidiaries .
24 Power of Attorney - Included in the signature page of this
Post-Effective Amendment.
______________________
1 Formerly known as the Stock Bonus Purchase Plan for Employees
of Gilbert Associates, Inc. and Its Subsidaries.
2
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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 post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading, Commonwealth
of Pennsylvania on this day of , 1994.
GILBERT ASSOCIATES, INC.
/s/ T. S. Cobb
By:___________________________
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
resubsitution 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.
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
______________________________________________ October 14, 1994
A.F. Smith, Chairman of the Board and Director
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/s/ T. S. Cobb
______________________________________________ October 14, 1994
T.S. Cobb, President and Chief Executive
Officer (Principal Executive Officer) and
Director
/s/ J. R. Itin
______________________________________________ October 14, 1994
J.R. Itin, Vice President
(Principal Financial and Accounting
Officer) and Director
/s/ J. W. Boyer, Jr.
______________________________________________ October 14, 1944
J.W. Boyer, Jr., Director
/s/ D. E. Lyons
______________________________________________ October 14, 1994
D.E. Lyons, Director
/s/ J. W. Stratton
______________________________________________ October 14, 1994
J.W. Stratton, Director
/s/ J. A. Sutton
______________________________________________ October 14, 1994
J.A. Sutton, Director
/s/ D. K. Wilson, Jr.
______________________________________________ October 14, 1994
D.K. Wilson, Jr., Director
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EXHIBIT INDEX
Exhibit No.
4 Stock Bonus Purchase Plan of Gilbert Associates,
Inc. and Its Subsidiaries
24 Power of Attorney - Included in the signature page
of this Post-Effective Amendment
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STOCK BONUS PURCHASE PLAN
OF GILBERT ASSOCIATES, INC.
AND ITS SUBSIDIARIES
Plan Document
Dated as of January 1, 1995
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STOCK BONUS PURCHASE PLAN
OF GILBERT ASSOCIATES, INC.
AND ITS SUBSIDIARIES
I. PURPOSE
The purpose of the Stock Bonus Purchase Plan of Gilbert Associates, Inc.
and its Subsidiaries is to provide key employees participating in special and/or
annual bonus or incentive plans of Gilbert Associates, Inc. and its
subsidiaries, and members of the Board of Directors of Gilbert Associates,
Inc., the opportunity to acquire shares of the Company's Class B Common Stock in
a manner that is convenient and financially attractive. It is believed that
employee and director participation in ownership of the Company through the Plan
will be to their mutual benefit and that of the Company.
II. DEFINITIONS
A. "Annual Retainer Fee" shall mean the fee paid to a Director in
respect of his or her services as a Director of the Company for any calendar
year.
B. "Board of Directors" shall mean the Board of Directors of the Company.
C. "Committee" shall mean the Executive Development Committee of the Board
of Directors or such other Committee as may be designated by the Board of
Directors to administer the Plan.
D. "Company" shall mean Gilbert Associates, Inc., a Delaware corporation.
E. "Director" shall mean a member of the Board of Directors of the Company.
F. "Director Participant" shall mean a Participant who is awarded a right
to purchase Stock under the Plan by virtue of his or her service as a Director.
G. "Employee Participant" shall mean a Participant who is awarded the
right to purchase Stock under the Plan by virtue of his or her service as an
employee of the Company and is designated pursuant to Section III hereof.
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H. "Fair Market Value" shall mean the average of the 4:00 p.m. Eastern
Time "Close" prices for Class A Common Stock of the Company published in "The
Wall Street Journal" for five days such price is published immediately prior to
the date a completed purchase form (including payment) to purchase Stock under
the Plan is received by the Company.
I. "Gross Annual Bonus" of a Participant shall mean the special and/or
annual incentive or bonus amount awarded to the Participant, before any federal,
state or local taxes are withheld or paid.
J. "Participant" shall mean an employee or Director of the Company or an
employee of a Subsidiary who has been awarded or designated the right to
purchase Stock pursuant to the Plan.
K. "Plan" shall mean this Stock Bonus Purchase Plan of Gilbert Associates,
Inc. and its Subsidiaries, as amended or supplemented from time to time.
L. "Purchase Period" shall mean the period from February 15 to March 31
in each calendar year during the term of the Plan.
M. "Stock" shall mean the Class B Common Stock of the Company or, in the
event that the outstanding shares of Class B Common Stock are hereafter changed
into or exchanged for shares of a different stock or other securities of the
Company or some other corporation, such other stock or securities.
N. "Stock Bonus" shall mean additional Stock, or cash, which is awarded
to a Participant by the Company pursuant to the Plan.
O. "Subsidiary" shall mean any corporation of which 100% of the
outstanding voting securities is owned, directly or indirectly, by the Company.
III. PARTICIPATION
Participation in the Plan shall be determined on an annual basis and
shall be limited to (i) those active employees of the Company or a Subsidiary
who participate in a special bonus and/or annual incentive plan of the Company
or a Subsidiary and are designated in accordance with the procedures adopted by
the Committee to participate in this Plan each year by the President of the
Company, the President of a Subsidiary or by the Committee and (ii) Directors.
A Participant's decision to purchase Stock under the Plan shall be entirely
voluntary. Eligibility to participate in the Plan in any one year shall not
affect eligibility to participate in any subsequent year.
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IV. STOCK SUBJECT TO THE PLAN
A. Subject to adjustment pursuant to the provisions of Section IV.B.,
the number of shares of Stock which may be issued and sold hereunder shall not
exceed 200,000.
B. In the event that the outstanding shares of Class B Common Stock of
the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up, stock dividend or
otherwise, the aggregate number and kind of shares available for purchase
under the Plan shall be adjusted appropriately.
C. Upon the dissolution or liquidation of the Company or upon
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all the assets of the Company,
or of its Subsidiaries, taken as a whole, to another corporation or entity, the
Plan shall terminate with respect to unissued shares of Stock reserved or
allocated for issuance under the Plan.
D. The manner and application of any adjustment made pursuant to this
Section IV. shall be determined by the Board of Directors. Any such
adjustment shall provide for elimination of fractional share interests.
V. PARTICIPATION LIMITATION
A. The maximum number of shares of Stock which any Employee Participant
may purchase in any one calendar year under the Plan shall be limited to the
number of shares (in five share increments) that may be purchased at Fair Market
Value with 50% of the Participant's Gross Annual Bonus amount awarded for the
preceding calendar year under the Company's or a Subsidiary's annual
incentive or special bonus plan.
B. The maximum number of shares of Stock which any Director Participant
may purchase in any one calendar year under the Plan shall be limited to the
number of shares (in five share increments) that may be purchased at Fair
Market Value with 50% of the Annual Retainer Fee paid to such Director for the
preceding calendar year.
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VI. PURCHASE PRICE PER SHARE
The price per share of Stock shall be the Fair Market Value thereof,
determined in accordance with Section II.H. of the Plan.
VII. PARTICIPANTS' RIGHTS AS SHAREHOLDERS
A Participant will be or will be deemed to be a holder of shares of Stock
purchased hereunder upon the Company's receipt of a fully completed Purchase
Form accompanied by payment in full for such shares.
VIII. PROCEDURE FOR PURCHASING STOCK
A. Participants may purchase Stock pursuant to the Plan in the manner
provided herein during a Purchase Period; provided, however, that such purchases
shall be limited to the extent provided in Section V. hereof.
B. A Participant desiring to purchase shares of Stock under the Plan must
submit during the Purchase Period to the Secretary of the Company or such
other individual as may be designated by the Committee a completed Purchase
Form together with a check payable to the order of the Company in the amount of
the purchase price of the Stock to be purchased.
C. Upon receipt from a Participant of a duly completed Purchase Form and
a check payable to the order of the Company, the Secretary of the Company shall
issue to the Participant, from authorized but unissued shares, or from shares
held in treasury, as many whole shares of Stock as may be purchased with the
funds as provided by the Participant, at the applicable Fair Market Value.
Purchases shall, however, be made in multiples of five shares of Stock. The
Secretary shall promptly return to a Participant any funds paid by the
Participant and not applied to the purchase of Stock.
D. If a Participant does not submit a properly completed Purchase Form
and check in the amount of the purchase price for the Stock to be purchased
during the Purchase Period for a particular year, the Participant shall have no
further rights under the Plan to purchase or receive Stock during that year.
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IX. STOCK BONUS
A. The Company shall award to each Participant who purchases Stock under
the Plan a Stock Bonus, payable in Stock or cash or a combination thereof,
having a value equal to such percentage of the Fair Market Value of the shares
of Stock so purchased as may be determined for each year by the Board of
Directors prior to the Purchase Period for such year. For purposes of
determining the value of a Stock Bonus, the value of each Stock Bonus share
shall be equal to the Fair Market Value of each share of Stock purchased by the
Participant hereunder.
B. Shares or cash constituting a Stock Bonus shall be issued or paid to
Participants entitled thereto promptly following such Participants' purchases
of Stock.
C. The Committee may, in its discretion, place such restrictions on the
sale, disposition, assignment, pledge, receipt of dividends or otherwise with
respect to Stock acquired as a Stock Bonus under the Plan as it may deem
necessary, appropriate or advisable from time to time; provided, however,
that the Committee shall advise Participants of any such restrictions not
less than fifteen (15) days prior to the Purchase Period each year.
X. STOCK CERTIFICATES
The Company shall issue certificates representing shares of Stock and
shares constituting a Stock Bonus acquired under the Plan from time to time
subject to applicable law and such regulations and procedures as the Committee
may adopt. Certificates may bear such restrictive legends as the Committee
may deem appropriate in order to reflect any restrictions on transfer,
disposition or other rights with respect to such shares.
XI. ADMINISTRATION
A. The Plan shall be administered by the Committee, which shall have the
full power, subject to, and within the limits of the Plan, to:
1. Adopt, interpret and approve all rules, regulations and
procedures for the administration of the Plan; and
2. Exercise all powers and perform such acts in connection with
the Plan as it deems necessary or appropriate in the best interests of the
Company.
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B. A majority of the members of the Committee shall constitute a quorum.
The Committee may take action by vote of a majority present at a meeting at
which a quorum is present or by a written instrument executed by all of the
members of the Committee.
C. The Company shall provide the Committee with such information
relating to eligible employees, their employment, death, retirement,
disability or other terms of employment, and such other pertinent facts as the
Committee may require.
D. The Committee may authorize one or more of its members to execute and
deliver documents on behalf of the Committee.
E. All actions taken, and all determinations made, by the Committee in
good faith under the Plan shall be final and binding upon all Participants.
F. Any notice or filing required or permitted to be given to the
Committee shall be sufficient if in writing and hand delivered, or sent by
first class mail, to the principal office of the Company, directed to the
attention of the Secretary of the Company. Such notice shall be deemed given as
of the date of delivery or, if delivery is made by mail, or the date received by
the Company.
XII. MISCELLANEOUS PROVISIONS
A. Nothing in this Plan shall be construed as giving an employee any
right to remain in the employ of the Company or any Subsidiary.
B. No right or interest of any Participant in the Plan may be assigned
or transferred by the Participant.
C. The Company shall have the right to require payment, in accordance
with such policies and procedures as the Committee may adopt, for any
federal, state and/or local taxes required by law to be withheld as a result of
any Stock Bonus awarded under the Plan.
D. Awards of any Stock Bonus under the Plan shall not constitute
earnings for purposes of any retirement plans of the Company or any
Subsidiary, unless so specified in such retirement plan.
E. As the context may require, the singular terms herein may be read as
the plural and the plural terms herein may be read as the singular.
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F. The Company shall have no obligation to reserve or otherwise fund in
advance any shares of Stock which are or may in the future become issuable under
the Plan.
G. The captions to the articles, sections and paragraphs of this Plan
are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
H. Any notice or filing required or permitted to be given to a
Participant shall be sufficient if in writing and mailed by registered mail,
return receipt requested, postage prepaid, to the Participant or his or her
legal representatives at his or her last known mailing address.
XIII. AMENDMENT AND TERMINATION
A. The Board of Directors may at any time terminate, and may at any
time and from time to time and in any respect amend or modify the Plan;
provided, however, that no such action of the Board may materially and
adversely affect any purchase of Stock theretofore made without the consent of
the Participant.
B. Written notice of any amendment or modification of the Plan shall be
given to each Participant.
XIV. EFFECTIVE DATE
The Plan shall be effective commencing January 1, 1991; amended effective
January 1, 1995.
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