<PAGE>
filed with the Securities and Exchange Commission on June 8, 1995
Registration No. 33-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------
GTS DURATEK, INC.
(Exact name of registrant as specified in its charter)
8955 Guilford Road, Suite 200
Columbia, Maryland 21046
Delaware (Address of principal 22-2476180
(State or other executive offices) (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
AMENDED AND RESTATED
1984 STOCK OPTION PLAN OF
GTS DURATEK, INC.
(Full title of the plan)
ROBERT E. PRINCE Copy to:
President and Chief Executive Officer HENRY D. KAHN
GTS Duratek, Inc. Piper & Marbury L.L.P.
8955 Guilford Road, Suite 200 36 South Charles Street
Columbia, Maryland 21046 Baltimore, Maryland 21201
(410) 312-5100 (410) 576-1686
(Name, address and telephone number,
including area code, of agent for service)
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to to be mum offering mum aggregate registration
be registered registered price per share offering price fee
- -------------- ---------- ---------------- --------------- ----------
<S> <C> <C> <C> <C>
Common Stock
(par value 1,800,000 $5.125* $9,225,000 $3,182
$.01 per share)
----------------------------------------------------------------------------------------------------------------------------------
<FN>
*Computed in accordance with Rule 457(c) based on the closing price of the
registrant's common stock on June 2, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by GTS Duratek, Inc. (the
"Company") with the Securities and Exchange Commission and are incorporated
herein by reference: (a) Annual Report on Form 10-K for the year ended December
31, 1994 and (b) the description of the Company's common stock contained in its
Registration Statement on Form 8-A, as amended on June 7, 1995 (file number 33-
).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
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 Registration Statement 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. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. [Not required].
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Piper & Marbury L.L.P., Baltimore, Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide that the Company shall, to the full extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto. In addition, the Company's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time.
- 1 -
<PAGE>
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they 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 reason to believe their conduct was unlawful. In a
derivative action, i.e., one by or in the right of the corporation,
indemnification may be made only for expenses actually and reasonably incurred
by directors and officers in connection with the defense or settlement of an
action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a corporation may eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (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 General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or omission occurring prior to the
date when such provision becomes effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not
applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ ------------
4.1 Amended and Restated 1984 Stock Option Plan of the Company.
4.2 Form of Non-Qualified Stock Option Agreement.
5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1 Amended and Restated 1984 Stock Option Plan of the Company (contained
in Exhibit 4.1).
- 2 -
<PAGE>
10.2 Form of Non-Qualified Stock Option Agreement (contained in Exhibit
4.2).
24.1 Consent of Counsel (contained in Exhibit 5).
24.2 Consent of Independent Accountants.
25 Power of Attorney.
ITEM 9. UNDERTAKINGS.
A. Employee Plans on Form S-8.
The undersigned registrant hereby undertakes:
(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
Securities Act of 1933;
(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 in the information set forth in the registration
statement;
(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.
(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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
- 3 -
<PAGE>
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) 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.
C. Indemnification.
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 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
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 Columbia, and the State of Maryland on this 7th day
of June, 1995.
GTS DURATEK, INC.
By: /s/ Robert E. Prince
-----------------------------
Robert E. Prince
President and Chief Executive Officer
- 4 -
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on June 8,
1995 and in the capacities indicated.
Signature Title and Capacity
- --------- -------------------
/s/ Daniel A. D'Aniello Chairman of the Board of Directors
- ------------------------------
Daniel A. D'Aniello
/s/ William E. Conway Director
- ------------------------------
William E. Conway
/s/ Jerome I. Feldman Director
- ------------------------------
Jerome I. Feldman
/s/ Martin M. Pollak Director
- ------------------------------
Martin M. Pollak
/s/ Earle C. Williams Director
- ------------------------------
Earle C. Williams
/s/ Steven J. Gilbert Director
- ------------------------------
Steven J. Gilbert
/s/ Robert E. Prince President and Chief Executive
- ------------------------------ Officer and Director
Robert E. Prince
/s/ Robert F. Shawver Executive Vice President, Chief
- ------------------------------
- 5 -
<PAGE>
Robert F. Shawver Financial Officer and Director
(Principal Financial Officer)
/s/ Craig T. Bartlett Controller (Principal Accounting
- ------------------------------ Officer)
Craig T. Bartlett
- 6 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- -----
4.1 Amended and Restated 1984 Stock Option Plan of the Company. ___
4.2 Form of Non-Qualified Stock Option Agreement. ___
5 Opinion of Piper & Marbury L.L.P. (contains ___
Consent of Counsel).
10.1 Amended and Restated 1984 Stock Option Plan of the Company ___
(contained in Exhibit 4.1).
10.2 Form of Non-Qualified Stock Option Agreement ___
(contained in Exhibit 4.2).
24.1 Consent of Counsel (contained in Exhibit 5). ___
24.2 Consent of Independent Accountants. ___
25 Power of Attorney. ___
- 7 -
<PAGE>
Exhibit 4.1
1984 STOCK OPTION PLAN
OF
GTS DURATEK, INC.
The purpose of this 1984 Stock Option Plan (the "Plan") is to aid GTS
Duratek, Inc. (the "Corporation") in attracting, retaining and motivating key
employees and consultants. The Plan affords such employees and consultants the
opportunity to purchase common stock, par value $.01 per share, of the
Corporation (the "Common Stock") through the exercise of stock options.
1. Administration
The Plan shall be administered by a Compensation Committee (the
"Committee"), consisting of not less than two directors of the Corporation who
shall be appointed by, and serve at the pleasure of, the Board of Directors.
The members of the Committee shall be disinterested persons within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934 (the "1934 Act"), or any
successor provisions. Subject to the provisions of the Plan, the Committee
shall have full authority to interpret the Plan, to establish and amend the
rules and regulations relating to it, and to make all other determinations
necessary or advisable for its administration.
2. Maximum Number of Shares; Source of Shares
Subject to the provisions of Section 6 hereof, the maximum number of
shares of Common Stock which may be purchased pursuant to options granted under
the Plan shall be 1,800,000 (increased from 1 million). Such shares may be
authorized and unissued shares, or issued shares held in the Treasury of the
Corporation, including issued shares reacquired by the Corporation.
In the event that any option granted under the Plan shall terminate or
expire without having been exercised in full or in part, the shares of Common
Stock allocable to the unexercised portion of such option may again be subjected
to an option under the Plan.
<PAGE>
3. Participants; Grants of Options
(a) Participants and Grants. From time to time the Committee
shall, in its sole discretion, select the key employees of the Corporation who
shall be granted options under the Plan. The term "employee," when used herein
shall include, without limitation, directors, officers and consultants. Upon
making such selection, the Committee shall grant to each such participant an
option to purchase such number of shares of Common Stock as may be determined by
the Committee. In the absence of any specific agreements to the contrary, no
grant hereunder to a participant shall affect the right of the Corporation to
terminate the participant's employment at any time.
(b) Stock Option Agreement
(1) The grant of options by the Committee to any participant
shall be effective as of the date on which the Committee shall authorize the
option for such participant, provided that prior to the exercise thereof, each
participant shall be required to execute and deliver a Stock Option Agreement
(the "Agreement"), which shall contain such terms and conditions consistent with
the Plan as the Committee shall determine.
(2) The Committee may, in its sole discretion, require that any
employee receiving options hereunder (the "Optionee") shall, upon the granting
of options, agree that as a condition to his acquiring shares thereunder he will
remain in the employ of the Corporation and render to the Corporation his
services for a period not to exceed one year. Such agreement may require that
the period of required services be measured from the date of grant of the
options, from the date such options are exercised, or may require services
during periods, each not to exceed one year, measured from both the date of
grant and the date of exercise of the options granted thereunder.
(3) In any case in which required services are to be rendered
after the date of exercise of any option granted hereunder, the Corporation,
subject to the terms of this Plan, will promptly issue a certificate or
certificates for purchased shares out of either; (i) authorized but unissued
shares; or (ii) shares of its Common Stock held in the Treasury of the
Corporation, provided, however, that the Optionee shall agree to the
deposit of such shares with an escrow agent acceptable to the Corporation for
the period during which he is required, pursuant to this Plan, to render
additional services. The Optionee who has exercised his option shall have all
the rights of a stockholder with respect to such shares from the time they are
issued, except that he shall not be entitled to transfer or assign such shares.
The escrow agreement shall require the payment to the Corporation of such amount
as the Corporation shall determine is required to be
<PAGE>
deposited, or otherwise paid over, to satisfy any withholding liability which
may be imposed upon the Corporation, including any withholding which may arise
by reason of the failure of the Corporation to exercise any right it may have
pursuant to paragraph 4 of this Section 3 (b).
(4) In the event that the Optionee who has exercised his option
fails to satisfy any required period of service which he has agreed to perform,
the Corporation shall have the right to reacquire the shares deposited in
escrow, pursuant to subparagraph 3 of this Section 3 (b), by notifying the
escrow agent of such intention and tendering, in cash or certified check, an
amount equal to: (1) the number of shares the Corporation desires to reacquire
multiplied by (ii) the option price per share set forth in the Agreement. Such
payment is to be made within 10 days of the delivery of the notice describe
herein.
4. Options
(a) Option Price. The option price per share of each option
granted pursuant to the Plan shall be determined by the Committee in its sole
discretion and shall be specified in the Agreement relating to such option;
provided, however, that if there is a public market for the Common Stock on the
date such option is granted, the option price shall be not less than 85% of the
market value of the Common Stock on the date the option is granted, and
provided, further, that in no event shall the option price per share be less
than par value thereof.
(b) Option Period. The period during which an option may be
exercised shall not exceed ten years from the date such option is granted and,
subject to the foregoing, the Committee may provide that any stock option may be
exercised at such time or times as the Committee may, in its discretion,
determine.
(c) Payment for Stock. An option shall be exercised by written
notice of such exercise to either the Secretary of the Treasurer of the
Corporation at its principal office. The notice shall specify the number of
shares for which the option is being exercised ( which number shall be not less
than 25 shares at any one time) and shall be accompanied by payment in full of
the purchase price of such shares. No certificates for shares so purchased shall
be issued until full payment therefor has been made (including an amount
necessary to satisfy any withholding liability which may be imposed upon the
Corporation) and a participant shall have none of the rights of a
stockholderwith respect to such shares until such certificates are in fact
issued to such participant or to an escrow agent on such participant's behalf.
Payment of the purchase price may be made either (i) in United States dollars in
cash or by check, bank draft or money order payable to the order of the
Corporation, or (ii) in the discretion of the Committee, through the delivery of
shares of Common Stock of the Corporation with a value equal to the total option
price, (iii) by a combination of the methods described in (i) and (ii), or by
(iv) through such other means, acceptable to the Committee, as may be provided
by an independent third party to facilitate exercise or payment. Shares
ofCommon Stock delivered in payment of the option exercise price may, in the
discretion of the Committee, be previously acquired shares or shares acquired
upon exercise of the option.
5. Exercise and Cancellation of Options
Upon Termination of Employment or Death
If an Optionee shall voluntarily or involuntarily leave the employ of
the Corporation, unless authorized by the Committee, the option of such Optionee
shall terminate forthwith, except that the Optionee shall have until the end of
the ninetieth day following the cessation of employment, and no longer, to
exercise any unexercised option which he could have exercised on the day on
which he left the employ of the Corporation provided, however, that (a) such
exercise must be accomplished within the term of such option and (b) such
Optionee must have complied with the employment restrictions, if any, contained
in Section 3 hereof in order to exercise any unexercised option.
Notwithstanding the foregoing, (i) if the cessation of employment is due to
retirement on or after attaining the age of 65 or to disability (to an
extent and in a manner as shall be determined in each case by the Committee in
its sole discretion) or to death, the Optionee shall have the privilege of
exercising any options which the Optionee could have exercised at the time of
such retirement, disability, or death; provided, however, that such exercise
must be accomplished within the terms of such options, and within six months of
the Optionee's retirement, disability, or death and (ii) the sale or disposition
of shares of Common Stock of the Corporation by any person which employs the
Optionee shall not be considered a termination of employment of the Optionee
under this Section 5.
Nothing contained herein or in the options shall be construed to
confer on any employee any right to be continued in the employ of the
Corporation or derogate any right of the Corporation to retire, request the
resignation of, or discharge such employee, or to lay off or require a leave of
absence of such employee (with or without pay), at any time, with or without
cause.
6. Adjustment in Number, Price and Kind of Share
In the event of any subdivision or combination of the outstanding
shares of Common Stock, by reclassification or otherwise, or in the event of the
payment of a stock dividend, a capital reorganization, a reclassification of
shares, a consolidation, or merger, the Board of Directors shall make
appropriate adjustments in the aggregate number of shares for which grants may
be made under this Plan. The Committee shall determine the appropriate
adjustment of the kind and number of shares subject to each
<PAGE>
outstanding option, or the option price, or both, in the event of any of the
aforementioned changes in the outstanding Common Stock provided, however, that
no adjustment of the option price shall permit a reduction in the option price
per share to less than the par value thereof.
7. Non-Assignability
No options granted under the Plan shall be transferable, other than by
will or by the laws of descent and distribution, and then only to the extent
permitted by this Plan. During an Optionee's lifetime, options shall be
exercisable only by such Optionee (or in the event of his disability, by his
legal representative and only to the extent permitted by this Plan.) Except to
the extent otherwise provided by law, no benefits under the Plan shall be
subject to any legal process to levy upon, or attach, for payment of any claim
against any participant or beneficiary.
8. Definitions
As used herein, the term "retirement" shall mean retirement as defined
in any pension plan of the Corporation under which the Optionee may be covered
or if no such plan exists the National Patent Development Corporation Employee
Pension Plan. "Market Value" when used in reference to Common Stock shall mean
the closing sale price (as determined by the Committee) of such Common Stock on
the exchange if any, where the Common Stock is traded, or if the Common Stock is
not then traded on an exchange, the average between the closing bid and asked
prices on the day preceding the grant. For all purposes of the Plan, an
approved leave of absence shall not constitute interruption or termination of
employment.
9. General Restrictions
The exercise of each stock option granted under the Plan shall be
subject to the condition that if at any time the Corporation shall determine, in
its discretion, that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or Federal law, or the consent or approval of any regulatory body, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares thereunder, then in any such event such
exercise shall not be effective unless such withholding, listing, registration,
qualification, consent, or approval shall have been effected or obtained,
free of any conditions not acceptable to the Corporation. The Corporation may,
in its discretion, withhold shares of Common Stock to be delivered upon exercise
of an option to satisfy such withholding tax requirements.
<PAGE>
With respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. Accordingly,
such persons may not sell, transfer or otherwise dispose of shares of Common
Stock issued upon the exercise of options granted under this Plan for a period
of six (6) months from the date of grant of such options.
10. Amendment and Discontinuance
The Board of Directors at any time may terminate the Plan, or make
such changes in, or additions to the Plan as the Board of Directors, in its
discretion, deems advisable, provided however, that subject to the provisions of
Section 6 hereof, the Board of Directors may not, without further approval by
the holders of shares of the capital stock of the Corporation possessing a
majority of the voting power of such capital stock, change the method of
determining the purchase price of shares subject to options, as described in
Section 4 (a) or grant options to any person other than those eligible in
Section 3 hereof. No termination or amendment of the Plan may, without the
consent of the holders of existing options, materially affect their rights under
such options.
11. Duration
Unless the Plan is sooner terminated, options may be granted hereunder
for a period of twenty years from the date of approval by the Board of Directors
of the Corporation. (February 1, 2004.)
12. Affect of 1995 Ammendment to Plan
The ammendments adopted on March 27, 1995 and approved by the
stockholders at the 1995 Annual Meeting of the Stockholders shall apply only to
options granted under the plan on or after July 1, 1991.
<PAGE>
OPTION AGREEMENT dated ___________________ between GTS Duratek, Inc, a
Delaware corporation (the "Company"), and _________________, an employee of the
Company (the "Employee").
PURSUANT to the Company's 1984 Stock Option Plan, as amended (the "Plan"),
the Company desires to make available shares of its Common Stock, par value $.01
per share (the "Common Stock"), for purchase by the Employee, and thereby to
provide an additional incentive to him/her to continue in the employ of the
Company or its subsidiaries and give him a greater interest as a shareholder in
the success of the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for good and valuable consideration, the parties hereto hereby agree
as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Employee as a
matter of separate agreement and not in lieu of salary or any other compensation
for services, the right and option to purchase all or part of an aggregate of
_______ shares of the Common Stock (the "Shares") on the terms and conditions
herein set forth (the "Option").
2. PURCHASE PRICE; CONSIDERATION. The purchase price for the Shares
shall be $______.
3. TERM OF OPTION. The term of the Option shall be five years from the
date hereof, subject to the provisions of the Plan with respect to termination
of employment, death or disability of the Employee. Any portion of the Option
not exercised prior to the termination of the Option shall thereupon become null
and void.
4. ACCRUAL OF OPTION. The Option shall become exercisable as follows:
20% - ____________ (date of issue)
40% - ____________ (one year)
60% - ____________ (two years)
80% - ____________ (three years)
100% - ____________ (four years)
Any installment of the Option shall be exercisable in whole at any time, or in
part from time to time, during the term of the Option as to all or any of the
Shares comprising such installment which are then purchasable under the Option
but not as to less then 25 shares (or the remaining Shares the covered by such
installment if less than 25 shares) at any one time.
5. THE STOCK OPTION PLAN. The Option is subject in all respects to the
terms of the Stock Option Plan, a copy of which is attached hereto.
6. WITHHOLDING TAX LIABILITY. The Employee agrees to deposit with the
Company, if so requested by the Company at its sole discretion, an amount to
satisfy any withholding tax liability imposed as the result of the exercise of
any Option granted hereunder.
7. THE PLAN. The Option is subject in all respects to the terms of the
Plan.
IN WITNESS WHEREOF, the Company and the Employee have duly executed this
Option Agreement, all as of the day and year first above written.
GTS DURATEK, INC.
By:________________________________
Robert E. Prince
President and CEO
By:________________________________
Employee
<PAGE>
PIPER & MARBURY L.L.P. LETTERHEAD
June 7, 1995
GTS Duratek, Inc.
8955 Guilford Road, Suite 200
Columbia, Maryland 21046
Registration Statement on Form S-8
-----------------------------------
Dear Sirs:
We have acted as counsel for GTS Duratek, Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-8 which was
filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 1,800,000 shares of the Common
Stock of the Company (the "Shares") to be issued pursuant to the Company's
Amended and Restated 1984 stock Option Plan (the "Plan"). In that capacity, we
have reviewed the charter and by-laws of the Company, the Registration
Statement, the corporate action taken by the Company that provides for the
issuance or delivery of the Shares to be issued or delivered under the Plan and
such other materials and matters as we have deemed necessary for the issuance of
this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been duly
and validly authorized and upon issuance and delivery thereof as contemplated in
the Registration Statement, will be, under the general corporation law of the
State of Delaware, legally issued, fully paid, and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement and the prospectus which is a part thereof.
Very truly yours,
/s/ Piper & Marbury L.L.P.
--------------------------
<PAGE>
Consent of Independent Auditors
-------------------------------
The Board of Directors
GTS Duratek, Inc.:
We consent to the use of our report dated February 27, 1995 included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
- --------------------------
Baltimore, Maryland
June 1, 1995
<PAGE>
GTS DURATEK, INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of GTS Duratek, Inc., a Delaware corporation, constitute and appoint Robert E.
Prince and Robert F. Shawver, either of whom may act, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and in either one of them, to sign for the
undersigned in their respective names as directors and officers of GTS Duratek,
Inc., any and all amendments to the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission under the Securities Act of 1933
making such changes in the registration statement as the registrant deems
appropriate, and generally to do all such things in the names of the undersigned
to enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission. We hereby
confirm all acts taken by such agents and attorneys-in-fact, or either of them,
as herein authorized.
DATED: June 8, 1995
/s/ Robert E. Prince
------------------------------
Robert E. Prince
President, Chief Executive Officer
and Director
/s/ Robert F. Shawver
-------------------------------
Robert F. Shawver
Executive Vice President, Chief Financial
Officer and Director
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<PAGE>
/s/ Daniel A. D'Aniello
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Daniel A. D'Aniello
/s/ William E. Conway
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William E. Conway
/s/ Jerome I. Feldman
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Jerome I. Feldman
/s/ Martin M. Pollak
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Martin M. Pollak
/s/ Earle C. Williams
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Earle C. Williams
/s/ Steven J. Gilbert
---------------------------
Steven J. Gilbert
/s/ Craig T. Bartlett
---------------------------
Craig T. Bartlett
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