As filed with the Securities and Exchange Commission on August 6, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GILBERT ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 23-2280922
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
P.O. Box 1498
Reading, Pennsylvania 19603
(610) 856-5500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Thomas F. Hafer, Esq., Secretary
P.O. Box 1498
Reading, Pennsylvania 19603
(Name and address of agent for service)
(610) 856-5500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
| | Proposed | Proposed |
| | maximum | maximum |
| Amount | offering | aggregate | Amount of
Title of shares | to be | price | offering | registration
to be registered | registered | per share(1)| price(1) | fee
| | | |
Class A Common Stock | | | |
($1.00 par value) | 50,000 | $12.06 | $603,000 | $208
| | | |
Class B Common Stock | | | |
($1.00 par value) | 50,000 | $12.06 | $603,000 | $208
| | | |
| | | |
================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
for Class A Common Stock of the registrant reported by The Nasdaq Stock
Market for July 31, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Gilbert
Associates, Inc. ("registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1995, as amended by a Form 10-K/A filed with
the Commission on April 29, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1996; and
(c) the Company's Current Reports on Form 8-K filed with the
Commission on March 8, 1996, May 6, 1996, June 7, 1996 and July 8,
1996; and
(d) the description of the Class A Common Stock, par value
$1.00 per share (the "Common Stock"), of the Company contained in the
Company's Registration Statement on Form 8-A relating to the Class A
Common Stock filed with the Commission, including any amendments or
reports filed for the purpose of updating such description.
(e) the description of the Class B Common Stock, par value
$1.00 per share (the "Common Stock"), of the Company contained in the
Company's Registration Statement on Form 8-A relating to the Class B
Common Stock filed with the Commission, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
The Class A Common Stock and the Class B Common Stock, which
are the classes of securities offered pursuant to this Registration Statement,
are registered under the Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
The validity of the Class A Common Stock and Class B Common
Stock registered hereunder has been passed upon for the Company by Robert J.
Johnson, Senior Counsel of the Company. Mr. Johnson owns 11,861 shares of Class
B Common Stock and options to purchase 4,000 shares of Class B Common Stock.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the General Corporation Law of
the State of Delaware, the Company's Bylaws provide that the Company 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 (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, 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 interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
In the case of an action by or in the right of the Company,
the Bylaws permit the Company to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
in any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that indemnification is not permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his duty to the Company unless and only to
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
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person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court deems proper.
The Bylaws further provide: that the Company is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by the Bylaws shall, continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of such
person's heirs, executors and administrators; and that expenses incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Company in advance
of final disposition upon receipt of an undertaking by or on behalf of such
person to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the Company. The Company may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by a majority vote of
a quorum consisting of directors who were not party to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion or (iii) by the stockholders.
The directors and officers of the Company and its subsidiaries
are covered by policies of insurance under which they are insured, within limits
and subject to certain limitations, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, in which
they are parties by reason of being or having been directors or officers; the
Company is similarly insured, with respect to certain payments it might be
required to make to its directors or officers under the applicable statutes and
its charter provisions.
Additionally, The Company's Restated Certificate of
Incorporation (the "Certificate") limits the liability of the Company's
directors under certain circumstances. The Certificate states that a director of
the Company shall have no personal liability to the Company or its stockholders
for monetary damages for breach of his fiduciary duty as a director, provided,
however, that the liability of a director is not eliminated or limited (i) for
any breach of the director's duty of loyalty to the Company or
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its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of a law; (iii) for the willful or
negligent payment of dividends or purchase or redemption of stock in violation
of the limitation imposed on such action by the General Corporation Law of the
State of Delaware; or (iv) for any transaction from which the director derived
an improper personal benefit.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
4 Directors' Stock Option Plan
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants.
23.2 Consent of Robert J. Johnson (included in
Exhibit 5).
25 Power of Attorney (See Signature Pages at
pages 7 - 8).
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth in this
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 and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate,
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the changes in volume and price represent no more than 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 this
registration statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
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 of 1933 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 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
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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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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, Pennsylvania, on July 31, 1996.
GILBERT ASSOCIATES, INC.
By: /s/ T. S. Cobb
------------------------------------
T. S. Cobb, Chairman of
the Board, President and Chief
Executive Officer, the principal
executive officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Timothy S. Cobb, Paul H. Snyder
and Thomas F. Hafer and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 31, 1996
in the capacities indicated:
Signature Title
--------- -----
/s/ T. S. Cobb Chairman of the Board, President
- ----------------------------- and Chief Executive Officer, the
T. S. Cobb principal executive officer
/s/ P. H. Snyder Vice President, the principal
- ----------------------------- financial officer and principal
P. H. Snyder accounting officer
/s/ A. F. Smith Director
- -----------------------------
A. F. Smith
/s/ J. W. Boyer, Jr. Director
- -----------------------------
J. W. Boyer, Jr.
/s/ D. E. Lyons Director
- -----------------------------
D. E. Lyons
/s/ J. A. Sutton Director
- -----------------------------
J. A. Sutton
/s/ D. K. Wilson, Jr. Director
- -----------------------------
D. K. Wilson, Jr.
-8-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4 Directors' Stock Option Plan
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants
23.2 Consent of Robert J. Johnson
(included in Exhibit 5)
24 Power of Attorney
(See Signature Pages at pages 7 - 8)
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Gilbert Associates, Inc.
DIRECTORS' STOCK OPTION PLAN
Section 1. Purpose
The purpose of the Plan is to permit the granting of stock options to Directors
at an exercise price less than market value at the date of grant as an
alternative to the payment of directors' fees in cash, thereby advancing the
interests of the Company by encouraging and enabling the acquisition of Common
Stock by Directors, upon whose judgment and ability the Company depends for its
long-term growth and development. Accordingly, the Plan is intended to promote a
close identity of interests between the Company, its Directors and its
shareholders, as well as to provide a means to attract and retain outstanding
Directors.
Section 2. Effective Date and Term of Plan
The Plan shall become effective upon such date as it may be approved by the
shareholders of the Company and shall remain in effect for ten years from the
date on which it is so approved or until termination by the Board whichever
occurs first.
Section 3. Stock Subject to the Plan
There are authorized for issuance or delivery upon the exercise of options to be
granted from time to time under the Plan an aggregate 50,000 shares of Common
Stock, subject to adjustment as provided hereinafter in Section 6. Such shares
may be, as a whole or in part, authorized but unissued shares, whether now or
hereinafter authorized, or issued shares which have been reacquired by the
Company. If any option issued under this Plan shall expire, terminate or be
canceled for any reason without having been exercised in full, the shares which
have not been purchased thereunder shall again become available for the purposes
of this Plan.
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Section 4. Plan Administration
4.1 The Plan shall be administered by the Committee. The Committee shall be
comprised of three or more members of the Board, all of whom shall be
"disinterested persons" as defined in Rule 16(b)-3 under the Exchange Act.
4.2 Grants of stock options under the Plan and the amount and nature of the
awards shall be automatic in accordance with Section 5. However, the Committee
shall have full and final authority to interpret the Plan, adopt, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations and take all other actions necessary and advisable for the
administration of the Plan. The Committee may employ attorneys, consultants,
accountants, and other persons. The Board, Committee, the Company, and its
officers shall be entitled to rely upon the advice or opinion of such persons.
4.3 Decisions and determinations of the Committee on all matters relating to the
Plan shall be in its sole discretion and shall be conclusive. No member of the
Committee shall be liable for any action taken or decision made in good faith
relating to this Plan or any grant hereunder.
Section 5. Terms and Conditions of Stock Option Awards
Each option granted under the Plan shall be evidenced by a written award
document, which document shall comply with and be subject to the following terms
and conditions.
5.1 Directors' Elections and Option Grant Dates. Except as hereinafter provided,
options shall be granted automatically on the date of the first meeting of the
Board held following the Company's annual meeting of shareholders to any
Director who has timely filed with the Company an election to receive a stock
option in lieu of the Annual Retainer, or some portion thereof, to be earned by
such Director in each Plan Year during which he or she shall serve as a
Director.
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5.2 Option Formula. The number of shares of Common stock subject to each option
granted to any Director for a Plan Year shall be equal to the nearest number of
whole shares determined in accordance with the following formula.
Annual Retainer = Number of Shares
---------------
Fair Market Value minus
Option Exercise Price
No fractional shares shall be issued, nor shall cash payments be made
in lieu of fractional shares.
5.3 Option Exercise Price. The Option Exercise Price for each option granted
under the Plan shall be seventy-five percent (75%) of the Fair Market Value of
shares of such Common Stock on the date the option is granted. "Fair Market
Value" shall be the closing price of Class A Common Stock as reported in The
Wall Street Journal on the date of reference or, if no sale of such Common Stock
is reported for such date, the next preceding day for which there is a reported
sale.
5.4 Term and Exercise of Option. Options may be exercised only by written notice
to the Company. Options shall be exercised for Class B Common Stock so long as
the person exercising the option is eligible to own that class of stock at the
time of exercise; otherwise, the exercise shall be for Class A Common Stock. The
Director shall arrange for payment, in cash or check payable to the Company, of
the full exercise price for the shares as to which they are exercised. No option
granted under the Plan may be exercised before the twelve-month anniversary of
the date upon which it was granted; provided, however, that any option granted
under the Plan shall become immediately exercisable upon the Director's death or
Disability or upon a Change in Control of the Company. No option granted under
the Plan shall be exercisable after the expiration of twenty years from the date
upon which it is granted. Each option shall be subject to termination before its
date of expiration as hereinafter provided in Sections 5.5 and 5.6.
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5.5 Termination of Directorship. The rights of a Director in an option granted
under the Plan shall not terminate upon such Director's termination as a
Director for any reason (including retirement, death or disability); provided,
however, that if such termination occurs prior to a Change in Control of the
Company, that portion of an option granted under the Plan which is attributable
to any portion of an Annual Retainer which is not earned due to termination as a
Director (for any reason) shall automatically abate and be canceled.
5.6 Death of a Director. Any option granted to a Director and outstanding on the
date of his or her death may be exercised by the administrator of such
Director's estate, the executor under his or her will, or the person or persons
to whom the option shall have been validly transferred by such executor or
administrator pursuant to the will or laws of intestate succession, but not
beyond the first to occur of (i) the expiration of twelve months from the date
of the Director's death, or (ii) the specified expiration date of the option.
Upon the first to occur of said two events, the option shall terminate.
Section 6. Changes in Capitalization
In the event of any change in the outstanding shares of Common Stock by reason
of a stock dividend or split, recapitalization, merger or consolidation (whether
or not the Company is a surviving corporation), reorganization, combination or
exchange of shares or other similar Company changes or an extraordinary dividend
pay back in cash or property, the number of shares of Common Stock (or other
securities) then remaining subject to this Plan, and the maximum number of
shares that may be issued, including those that are then covered by outstanding
options, shall (i) in the event of an increase in the number of outstanding
shares, be proportionately increased and the Option Exercise Price for each
share then covered by outstanding options shall be proportionately reduced, and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced and the Option Exercise Price for each share then
covered by an outstanding option shall be proportionately increased.
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Section 7. Withholding Taxes
Whenever shares of Common Stock are to be issued or delivered, the Committee
shall have the right, at or prior to the delivery of any certificate or
certificate for shares, to require the recipient to remit to the Company, in the
form of cash or check payable to the order of the Company, an amount sufficient
to satisfy any withholding requirements with respect to federal, state and local
income and employment taxes.
Section 8. Limitation of Rights
8.1 No Right to Continue as a Director. Neither the Plan, nor the granting of an
option, nor any other action taken pursuant to the Plan, shall constitute
evidence of any agreement or understanding, expressed or implied, that the
Company will retain any person as a Director for any period of time, or at any
particular rate of compensation.
8.2 No Stockholders' Rights for Options. The holder of an option granted under
the Plan shall have no rights as a stockholder with respect to the shares
covered by his or her options until the date of the issuance to such holder of a
stock certificate therefor, and no adjustments will be made for dividends or
other rights for which the record date is prior to the date such certificate is
issued.
Section 9. Transferability
9.1 Options are not transferable other than by will or the laws of intestate
succession. No transfer by will or by the laws of intestate succession shall be
effective to bind the Company unless the Committee shall have been furnished
with a copy of the deceased Director's will or such other evidence as the
Committee may deem necessary to establish the validity of the transfer.
9.2 Only the Director or his or her guardian, or in the event of death, his or
her legal representative or beneficiary, may exercise options and receive
deliveries of shares.
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Section 10. Amendment, Modification and Termination
The Board, at any time, may terminate and in any respect amend or modify the
Plan; provided, however, that no such action by the Board may, without approval
of the Company's shareholders (except as otherwise provided in Section 6 and
except where the Board has been advised by counsel that such approval is not
required for purposes of Rule 16b-3 under the Exchange Act), (i) increase the
total number of shares of common stock available under the Plan in the
aggregate, (ii) extend the period during which any option may be exercised,
(iii) extend the term of the Plan, (iv) change the option price, or (v) alter
the class of persons eligible to receive options. No amendment, modification or
termination of the Plan shall in any manner adversely affect the rights of any
person with respect to any option previously granted.
Section 11. Definitions
11.1 "Annual Retainer" means the amount of fees which the Director will be
entitled to receive during a Plan Year for serving as a Director or a member of
one or more committees of the Board; provided, however, that if a Director
elects to receive a stock option in lieu of only a portion of the Annual
Retainer, the Annual Retainer for purposes of the foregoing formula shall equal
the portion of the Annual Retainer so elected. For purposes of this Plan,
"Annual Retainer" shall not include fees or expenses for attendance at meetings
of the Board or any committee of the Board or for any other services to be
provided to the Company.
11.2 "Board" means the Board of Directors of the Company.
11.3 "Change in Control" means the first to occur of any one of the events
described below:
a. A tender offer or exchange offer is made whereby the effect of such
offer is to take over and control the affairs of the Company and such offer is
consummated for the ownership of securities of the Company representing twenty
percent (20%) or more of the combined voting power of the Company's then
outstanding voting securities.
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b. The Company is merged or consolidated with another corporation and, as a
result of such merger or consolidation, less than fifty percent (50%) of the
outstanding voting securities of the surviving or resulting corporation shall
then be owned in the aggregate by the former stockholders of the Company other
than affiliates within the meaning of the Exchange Act or any party to such
merger or consolidation.
c. The Company transfer substantially all of its assets to another
corporation or entity that is not a wholly-owned subsidiary of the Company.
d. Any person or group (as such terms are used in Sections 13(d)(3) and
14(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing twenty percent (20%) or
more of the combined voting power of the Company's then outstanding securities,
and the effect of such ownership is to take over and control the affairs of the
Company.
e. The first day after the date this Plan is effective when directors are
elected such that either a majority of the Board of Directors shall have been
members thereof, respectively, for less than one (1) year, unless the nomination
for election of each new director who was not a director of the Company at the
beginning of such one (1) year period was approved by a vote of at least fifty
percent (50%) of the directors of the Company then still in office who were
directors at the beginning of such period.
f. Any other event or series of events which, notwithstanding any other
provisions of this definition, is determined by the Board to constitute a change
in control of the Company for purposes of this Plan.
11.4 "Committee" means the Executive Development Committee of the Board, or any
successor committee thereto.
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11.5 "Common Stock" means the shares of Class A or Class B common stock of the
Company unless otherwise indicated.
11.6 "Company" means Gilbert Associates, Inc., a Delaware corporation.
11.7 "Director" means a member of the Board who is not an employee of the
Company.
11.8 "Disability" means total and permanent disability.
11.9 "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.
11.10 "Fair Market Value" means Fair Market Value as defined in Section 5.3.
11.11 "Option Exercise Price" means the Option Exercise Price as defined in
Section 5.3.
11.12 "Plan" means the Gilbert Associates, Inc. Directors' Stock Option Plan.
8
Gilbert Associates, Inc.
ROBERT J. JOHNSON
Senior Counsel
August 2, 1996
Gilbert Associates, Inc.
P. O. Box 1498
Reading, Pennsylvania 19603
Re: Registration Statement on Form S-8
Director's Stock Option Plan
Gentlemen:
Reference is made to a Registration Statement on Form S-8 of Gilbert Associates,
Inc. (the "Company") which is being filed with the Securities and Exchange
Commission on or about the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers 50,000 shares of the Company's Class A Common
Stock, $1.00 par value per share, and 50,000 shares of the Company's Class B
Common Stock, $1.00 par value per share (collectively, the "Shares"), which may
be issued by the Company pursuant to the Company's Director's Stock Option Plan
(the "Plan").
I have examined the Registration Statement, including the exhibits thereto, the
Company's Articles of Incorporation, as amended, the Company's By-laws, the Plan
and such other documents as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the authenticity of all
documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when issued and
paid for in accordance with the terms of, and upon exercise of options granted
under, the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Sincerely,
/s/ Robert J. Johnson
------------------------------
Robert J. Johnson, Esq.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Gilbert Associates, Inc. on this Form S-8 of our report dated February 3, 1995,
(which includes an explanatory paragraph regarding the Company's change in
method of accounting for income taxes and post retirement benefits other than
pensions in 1993), on our audits of the consolidated financial statements and
financial statement schedules of Gilbert Associates, Inc. as of December 29,
1995 and December 30, 1994 and for the three years in the period ended December
29, 1995, which report is included in the 1995 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
August 2, 1996
