<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1995
Post-Effective Amendment No. 1 to Registration No. 33-71208
Post-Effective Amendment No. 5 to Registration No. 33-66684
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-3 REGISTRATION STATEMENT
ON
FORM S-2
UNDER THE SECURITIES ACT OF 1933
________________________
GTS DURATEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2476180
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8955 Guilford Road, Suite 200
Columbia, Maryland 21046
(410) 312-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT E. PRINCE
President and Chief Executive Officer
GTS Duratek, Inc.
8955 Guilford Road, Suite 200
Columbia, Maryland 21046
(410) 312-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
* Copies to: *
Henry D. Kahn, Esquire
Piper & Marbury, L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201
(410) 539-2530
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to to Item
II(a)(1) of this form, check the following box. /x/
In accordance with Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to 667,134 shares of Common Stock
covered by Registration Statement No. 33-66684.
<PAGE>
GTS DURATEK, INC.
CROSS REFERENCE SHEET
Form S-2 Location
Item Number and Heading in Prospectus
1. Forepart of the Registration Statement and Outside Front Cover
Outside Front Cover Page of Prospectus. . . . . Page
Inside Front Cover
2. Inside Front and Outside Back Cover Pages Page; Outside
of Prospectus . . . . . . . . . . . . . . . . . Back Cover Page
3. Summary Information, Risk Factors and Ratio of The Company; Risk
Earnings to Fixed Charges . . . . . . . . . . . Factors
4. Use of Proceeds . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . Not Applicable
6. Dilution. . . . . . . . . . . . . . . . . . . . . Not Applicable
The Selling
7. Selling Security Holders. . . . . . . . . . . . . Shareholders
8. Plan of Distribution. . . . . . . . . . . . . . . Plan of Distribution
Outside Front Cover
Page; Description of
9. Description of Securities to be Registered. . . . Capital Stock
10. Interests of Named Experts and Counsel. . . . . . Legal Matters; Experts
The Company;
Additional
Information about
the Company;
Incorporation of
Certain Documents by
11. Information With Respect to the Registrant. . . . Reference
Incorporation of
12. Incorporation of Certain Information by Certain Documents
Reference . . . . . . . . . . . . . . . . . . . by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . . Not Applicable
<PAGE>
2,104,634 SHARES
GTS DURATEK, INC.
COMMON STOCK
------------
This Prospectus relates to up to 2,104,634 shares (the "Shares") of Common
Stock $0.01 par value (the "Common Stock"), of GTS Duratek, Inc. (the
"Company"), which may be offered by certain shareholders of the Company (the
"Selling Shareholders") from time to time in transactions on the Nasdaq National
Market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular broker-
dealer might be in excess of customary commissions). See "The Selling
Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares will be received by the
Company. The Company will receive the proceeds from the exercise of the
warrants and the options referred to in (ii) and (iii) below, respectively. See
"Use of Proceeds." Of the 2,104,634 shares offered hereby, (i) 667,134 shares
were received by two of the Selling Shareholders pursuant to an Exchange Offer
with National Patent Development Corporation which was concluded in August,
1993, (ii) 500,000 shares are subject to warrants issued by the Company to a
Selling Shareholder in connection with the purchase of rights to certain medical
waste and hazardous waste vitrification technologies, (iii) 250,000 shares are
subject to options issued by the Company to two Selling Shareholders in
consideration of such Selling Shareholders licensing certain vitrification
technologies to the Company and (iv) 687,500 shares were sold by the Company to
two Selling Shareholders in connection with a transaction between the Company
and a corporation controlled by such Selling Shareholders to enable the Company
and such corporation to jointly develop certain medical, hazardous and asbestos
waste technologies. See "The Selling Shareholders."
The Common Stock is listed on the Nasdaq National Market under the symbol
"DRTK." On May 3, 1995, the last reported sale price of the Common Stock on the
Nasdaq National Market was $5 1/8 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is May 5, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 75
Park Place, 14th Floor, New York, New York 10007, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials may be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1994, which has been filed by the Company with the Commission pursuant to the
Exchange Act, is being delivered to each person who receives this Prospectus and
is hereby incorporated into this Prospectus by reference.
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 Prospectus 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. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY
GTS Duratek, Inc. (the "Company" or "GTS Duratek") was incorporated in the
state of Delaware in December 1982. At December 31, 1994, GTS Duratek was an
approximately 61% controlled subsidiary of National Patent Development
Corporation ("National Patent"). The Company's business consists of two
operating groups: (1) the "Technology Group" (formerly Environmental Services)
engaged, directly and through joint ventures, in converting radioactive,
hazardous and mixed (both radioactive and hazardous) waste to glass, using in-
furnace vitrification processes, and removing radioactive and/or hazardous
contaminants from waste water and other liquids using filtration and ion
exchange processes and (2) the "Service Group" (formerly Consulting and Staff
Augmentation) engaged in consulting, engineering, training, and staff
augmentation services. The Company provides services and technologies for
various utility, industrial, governmental, and commercial clients.
On January 24, 1995, the Company consummated a financing transaction (the
"Financing Transaction") with The Carlyle Group, a Washington, D.C. based
private merchant bank
2
<PAGE>
("Carlyle"), as a result of which Carlyle has the ability to elect a majority of
the Company's Board of Directors and effectively control the Company. See "The
Financing Transaction" for a further description of the Financing Transaction.
THE TECHNOLOGY GROUP
The Company's Technology Group provides radioactive, hazardous, and mixed
(radioactive and hazardous) waste treatment systems and services for government
and private industry customers. The significant portion of the Technology
Group's business is in converting these wastes to durable glass through a
vitrification process. The group designs, builds, tests and operates
vitrification systems that are tailored to its customers' waste streams and
treatment needs.
GTS Duratek's vitrification business startup and early growth were largely
dependent upon DOE-funded contracts, which should also account for a substantial
portion of the Technology Group's business over the next year. However, the
Company has made progress in commercializing the technology and is pursuing
commercial business in parallel with additional government business. In a joint
venture with Chem-Nuclear Systems, Inc. ("Chem-Nuclear") formed in 1994, called
DuraChem, GTS Duratek is building a South Carolina facility to vitrify
commercially-generated low-level radioactive waste.
The customer base for the facility will include nuclear power plants,
hospitals and laboratories. Due to the closure of nationally accessible
disposal sites and the state waste compacts' delay in opening regional sites,
many of these waste generators are faced with interim storage of the material at
their own facilities. By converting the waste to glass, DuraChem will
significantly reduce the volume of the waste to be stored, and the highly leach-
resistant waste form (glass) can be safely stored long-term at the generators'
facilities without fear of the contaminants escaping into the environment.
Moreover, management believes that when regional burial sites open, the glass
waste form, by today's standards, should meet or exceed the waste compacts'
acceptance criteria.
In a joint venture with Vitritek Holdings, L.L.C., called Vitritek
Environmental ("Vitritek"), GTS Duratek has expanded its vitrification
technology to include nonradioactive hazardous waste, such as asbestos, fly ash
and medical waste. Unlike radioactive vitrified waste, which must be stored in
a shielded facility or buried, once converted to glass, some hazardous waste
becomes non-hazardous, and the glass can be recycled as useful products, for
example, ceramic tile, decorative brick, insulation and aggregate for making
paving materials.
In the liquid waste treatment business, GTS Duratek continues to supply its
proprietary DURASIL -REGISTERED TRADEMARK- ion exchange media, Enhanced Volume
Reduction (EVR) processing system, Heat Enhanced Dewatering (HED) system and
Integrated Nuclear Waste Removal System (a combination of EVR and HED) to all
foreign customers and non-commercial U.S. customers, for example, DOE
environmental restoration prime contracts. The Company sold its domestic
commercial low-level radioactive waste processing business to Chem-Nuclear in
1990. Under
3
<PAGE>
the sales agreement, as amended in April 1994, GTS Duratek supplies DURASIL -
REGISTERED TRADEMARK- products to Chem-Nuclear and permits Chem-Nuclear to
produce and sell the media to third parties for a fee to be paid to Duratek.
THE SERVICES GROUP
The Services Group provides technicians, specialists, and professionals for
a wide range of consulting, training, and staff augmentation services for
utility, industrial, commercial, and governmental customers. The dominant
portion of the business is in providing technical personnel to assist utility
staffs during nuclear power plant refueling and maintenance outages. Due to
lower growth and competitive pressures in that market, however, the Services
Group is focusing on expanding its business with existing customers, adding a
few well-selected new customers, and shifting the mix of its services business
toward higher-margin professional services, such as consulting, engineering and
training. The Services Group is also focusing on the environmental restoration
market by blending its services with the Technology Group's waste treatment
capabilities to provide a comprehensive service package and by teaming with
large environmental companies in pursuit of major remediation projects.
THE FINANCING TRANSACTION
On January 24, 1995, the Company consummated the Financing Transaction
whereby it issued for $16 million 160,000 shares of 8% Cumulative Convertible
Redeemable Preferred Stock, par value $.01 per share (the "Convertible Preferred
Stock") and an option (the "Company Option ") to purchase up to an additional
1.25 million shares of the Company's newly issued Common Stock at any time prior
to January 24, 1999 for $3.75 per share to investment partnerships sponsored and
controlled by Carlyle. The Convertible Preferred Stock is initially convertible
into the Company's Common Stock at a conversion price of $3 per share and, if
not previously converted, the Company is required to redeem the outstanding
Convertible Preferred Stock on December 31, 2001 for $100 per share plus accrued
and unpaid dividends. The Company is required to pay quarterly dividends on the
Convertible Preferred Stock of $320,000. In addition, as part of the Financing
Transaction, Carlyle acquired 1,666,667 shares of Common Stock of the Company
owned by National Patent for $3 per share and has the option (the "National
Patent Option") to purchase up to an additional 500,000 shares of the Company's
Common Stock from National Patent at any time prior to January 24, 1996 at an
exercise price of $3.75 per share.
Assuming the conversion of all of the Convertible Preferred Stock into
Common Stock, Carlyle would own 49.9% of the Common Stock of the Company,
excluding the effects of the exercise of the Company and the National Patent
Options and all other outstanding warrants and employee stock options. Assuming
the conversion of all of the Convertible Preferred Stock into Common Stock and
assuming Carlyle's exercise in full of the Company and National Patent Options
(but not the exercise of outstanding warrants and employee stock options),
Carlyle would own 57.3% of the Company's Common Stock.
4
<PAGE>
The terms of the Convertible Preferred Stock provide that the holders of a
majority of the Convertible Preferred Stock have the right to elect a majority
of the Company's Board of Directors so long as Carlyle owns shares of capital
stock having 20% or more of the votes that may be cast at annual or special
meetings of stockholders. As part of the Financing Transaction and the sale of
the Company's Common Stock from National Patent to Carlyle, the Company, Carlyle
and National Patent entered into a stockholders agreement (the "Stockholders
Agreement") whereby, among other things, National Patent agreed to vote the
remaining shares of Common Stock that it owns in favor of the Carlyle designees
to the Company's Board of Directors. As a result of the Financing Transaction,
Carlyle has the ability, through its stock ownership, the terms of the
Convertible Preferred Stock and the terms of the Stockholders Agreement, to
elect a majority of the Company's Board of Directors and effectively control the
Company.
ADDITIONAL INFORMATION ABOUT THE COMPANY
Additional information relating to the business of the Company,
consolidated financial statements of the Company and other related matters is
set forth in or incorporated by reference in the Company's Annual Report on Form
10-K and the Annual Report to Stockholders for the year ended December 31, 1994,
which is being delivered to each person who receives this Prospectus and is
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, PROSPECTIVE
INVESTORS SHOULD CONSIDER THE FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN
THE SHARES OFFERED HEREBY:
HISTORY OF LOSSES; ACCUMULATED DEFICIT. As of December 31, 1994, the
Company had an accumulated deficit of $9,639,000 resulting principally from
losses from operations including losses of $1,560,000 and $1,287,000 for 1991
and 1993, respectively, and operating losses related to the Company's old line
of business prior to the sale of the domestic commercial low-level liquid
radioactive waste processing business and the purchase of General Technical
Services, Inc. (GTS). The loss from operations in 1991 was due to losses
incurred by the domestic commercial low-level radioactive waste business that
was sold and to investments made to start-up the vitrification technology
business. The loss from operations for 1993 was due to the decline in revenues
in the nuclear power plant support business, delays in the award and performance
of DOE funded technology contracts where the Company had incurred certain
expenses in anticipation of such contract awards, increased operating expenses
relating to the development of the vitrification technology and certain
litigation expenses. Although the Company had net income of $257,000 for 1994,
there can be no assurance that in the future the
5
<PAGE>
Company will generate sufficient revenues or limit operating expenses in order
to sustain profitability.
NO ASSURANCE OF SUCCESSFUL DEVELOPMENT OR ACCEPTANCE OF TECHNOLOGIES.
The Company is in the process of developing and refining new vitrification
technologies for site remediation and the Company's growth is significantly
dependent upon the acceptance and implementation of these technologies. The
Company is under several contracts to demonstrate these technologies at various
sites owned by the Department of Energy (DOE) and waste sampling for two other
DOE sites is in process. The awarding of any future contracts to implement this
technology at this site as well as any other DOE sites is substantially
dependent upon the DOE's evaluation of this technology versus several other
competing technologies as well as the outcome of these contracts. There can be
no assurance that this technology will prove to be a viable and cost-effective
means of site remediation or that, even if effective, that the technology will
be selected by the DOE for use in future site remediation projects.
The Company and Vitritek Environmental, Inc., a Washington corporation
("VEI") entered into a co-license agreement to license medical waste and
hazardous waste vitrification technologies from the inventors of such
technologies. Subsequently, the Company and VEI agreed to jointly develop the
technologies through a single entity, Vitritek, and each transferred their
rights to the technologies to Vitritek. The hazardous waste vitrification
technology has not yet been fully developed by the inventors of such technology.
Accordingly, there can be no assurance that this technology will be developed in
the near future, and that even if developed, the Company, through Vitritek, will
be able to exploit and commercialize this technology or the medical waste
vitrification technology.
The Company and Chem-Nuclear have recently entered into a joint venture
to commercially vitrify low-level radioactive waste using its vitrification
process technologies. There can be no assurance that these technologies will
prove to be a viable and cost-effective means of remediation or that the Company
will be able to successfully commercialize the technology through this joint
venture.
DEPENDENCE ON DOE AND OTHER KEY CUSTOMERS. During 1994, the Company's
environmental services revenue was primarily derived from various contracts
relating to the vitrification process technologies with a combination of DOE
contractors and subcontractors and a limited number of other customers. These
revenues constituted approximately 78% of the Company's environmental services
revenue and 19% of the Company's total revenues. The Company's inability to
receive contract awards from the DOE or its contractors and subcontractors may
have a material adverse effect on the Company's operations and growth prospects.
The Company's consulting and staff augmentation revenues, which constituted
approximately 81% of the Company's total revenues in 1994, was significantly
dependent upon a limited number of customers with one customer accounting for
approximately 22.6% of the Company's total revenues in 1994. Although the
Company does have a contract with one of
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<PAGE>
these customers through the end of 1997, the loss of business from any of its
major customers could have a material adverse effect on the Company's
operations.
"PENNY STOCK" REGULATIONS. The Commission has adopted regulations which
define a "penny stock" to be any equity security that has a market price (as
defined) of less than $5.00 per share, subject to certain exceptions, including
securities listed on NASDAQ. For any transaction involving a penny stock,
unless an exception applies, these regulations require the delivery, prior to
the transaction, of a disclosure schedule prepared by the Commission relating to
the penny stock market. A broker-dealer effecting transactions in penny stocks
must disclose the commissions payable to both the broker-dealer and any
registered representative, current quotations for the securities and, if the
broker-dealer is the sole marketmaker, the broker-dealer must disclose this fact
and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
While many NASDAQ-listed securities would otherwise be covered by the definition
of penny-stock, transactions in a NASDAQ-listed security are exempt from all but
the sole marketmaker provision of the penny stock regulations for: (i) issuers
who have $2,000,000 in tangible assets; (ii) transactions in which the customer
is an institutional accredited investor; and (iii) transactions that are not
recommended by the broker-dealer. In addition, transactions in a NASDAQ-listed
security effected directly with a NASDAQ marketmaker for such securities are
subject only to the sole marketmaker disclosure requirement and the required
disclosure with respect to commissions to be paid to the broker-dealer and the
registered representative. Depending upon the market price for the Company's
Common Stock, these rules may materially adversely affect the liquidity of the
market for such securities and may impair the ability of the holders thereof to
sell or otherwise dispose of such securities.
GOVERNMENT FUNDING. The Company believes that the demand for its
environmental services is directly related to the response of governmental
authorities to public concern over the treatment and disposal of low-level
radioactive wastes. If there were a lessening of public concern in this area,
there could be a corresponding reduction in demand for the services and products
offered by the Company. In addition, since it is anticipated that a significant
portion of the Company's future environmental services revenues will be from
government contracts, the Company's results of operations will be dependent on
the level and timing of government funding. Government contracts are funded at
the discretion of the government, are subject to termination at the convenience
of the government or for default and often are not fully funded. In addition,
potential application of the Company's vitrification process technologies in
commercial and industrial situations could be adversely affected by a long
standing inability of federal and state regulatory authorities to develop
additional low level nuclear waste disposal sites.
GOVERNMENT REGULATION. The Company's environmental services are subject
to varying degrees of government regulation on the federal, state and local
levels. The treatment and disposal of radioactive and hazardous wastes is
subject to ever-increasing regulations being
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promulgated by various federal agencies and state and local governments. The
failure to comply with these regulations, which are frequently amended, could
have a material adverse effect on the Company's business.
PATENTS AND LICENSES. The Company owns and licenses a number of patents
relating to ion media for the removal of impurities and contaminants from water
and for the processing of radioactive and hazardous materials which expire from
1995 to 2009, including the vitrification process technologies which the Company
licenses from Drs. Macedo and Litovitz of the Catholic University of America's
Vitreous State Laboratory. In addition, the Company and VEI entered into a co-
license agreement to co-license medical waste and hazardous waste vitrification
technologies from Drs. Macedo and Litovitz of the Vitreous State Laboratory, the
inventors of such technologies. Subsequently, the Company and VEI agreed to
jointly develop the technologies through a single entity, Vitritek, and each
transferred their rights to the technologies to Vitritek. There can be no
assurances concerning the scope, validity or value of such existing patents, nor
as to the protection from infringement by patents held by others and licensed to
the Company. In addition, competitors could modify the essential technology
represented by the Company's patents in such a way that it would not result in
patent infringement.
IMPACT OF SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS. A large
component of the Company's staff augmentation business is the outage support for
nuclear power plants. Accordingly, the Company's revenues have historically
been subject to significant quarterly fluctuations, affected primarily by the
timing of outage support projects at its customers' facilities, which typically
occur in the spring and fall when electrical load demand is at its lowest.
Accordingly, the results for any one quarter should not be considered indicative
of the results for any other quarter or for the year.
POTENTIAL LIABILITY AND INSURANCE. Performance of the Company's services
requires exposure to radioactive and other hazardous materials and conditions.
Although the Company is committed to a policy of operating safely and prudently,
the Company may be subject to liability claims by employees, customers and third
parties. In addition, the Company may be subject to fines, penalties or other
liabilities arising from its actions imposed under environmental or safety laws.
To date, the Company has been able to obtain liability insurance for the
operation of its businesses, however, there can be no assurance that the
Company's existing liability insurance policy is adequate or that it will be
able to be maintained or that all possible claims that may be asserted against
the Company will be covered by insurance. A partially or completely uninsured
claim, if successful and of sufficient magnitude, could have a material adverse
effect on the Company.
COMPETITION. The industry in which the Company operates is fragmented
and highly competitive. In the consulting and staff augmentation business, the
Company competes
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with many other firms, ranging from small local firms to large national firms
having substantially greater financial, management and marketing resources than
the Company. Competitive factors for these services include price
considerations, performance record, quality, safety and availability of
qualified technical personnel. In the environmental services business, the
Company competes with many other firms that use competing technologies to the
vitrification technologies developed and implemented by the Company. Many of
such firms have significantly greater financial resources for research and
development than the Company.
CONTROL BY CARLYLE. Pursuant to the Financing Transaction, Carlyle
purchased Convertible Preferred Stock which converts into 49.9% of the Common
Stock of the Company and which by its terms gives the holder thereof the right
to elect to elect a majority of the Company's Board of Directors. In addition,
if Carlyle exercises in full the Company and National Patent Options, Carlyle
will own 57.3% of the Company's Common Stock. Carlyle and National Patent also
entered into the Stockholders Agreement whereby National Patent agreed to vote
the remaining shares of Common Stock that it owns in favor of the Carlyle
designees to the Company's Board of Directors. As a result of the Financing
Transaction, Carlyle has the ability, through its stock ownership, the terms of
the Convertible Preferred Stock and the terms of the Stockholders Agreement to
elect a majority of the Company's Board of Directors and effectively control the
Company. See "The Company - The Financing Transaction."
DEPENDENCE ON TECHNICAL PERSONNEL. The Company's operations are
dependent on the continued efforts of certain technical personnel which include
certain of the Company's senior management as well as certain individuals at the
Catholic University of America's Vitreous State Laboratory who have developed
and are continuing to refine the vitrification process technologies and the
medical and hazardous waste vitrification technologies. The loss of the
services of any of these technical personnel may have a material adverse effect
on the Company.
AVAILABILITY OF SKILLED PROFESSIONALS. The Company's success in the
consulting and staff augmentation segment of its business is dependent upon its
ability to staff customer projects with skilled technical specialists and
experts in a wide range of scientific, engineering, health and safety, data
processing and communications disciplines. The Company does not retain all such
skilled professionals on a full-time basis but contracts with these individuals
on an as-needed basis. The market for skilled professionals in these
disciplines is highly competitive and there can be no assurance that the Company
will be able to retain these professionals when needed to staff customer
projects or that the cost of such labor will not have significantly increased.
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<PAGE>
USE OF PROCEEDS
None of the proceeds from the sale of the Shares will be received by the
Company. However, the Company will receive the proceeds from the exercise of
warrants issued to Environmental Corporation of America ("ECA") and the exercise
of the options issued to Drs. Macedo and Litovitz. See "The Selling
Shareholders." The warrants issued to ECA are to purchase 500,000 shares of the
Company's Common Stock for $2.97 per share and will result in gross proceeds to
the Company, assuming full exercise of the warrants, of $1,485,000. The
warrants contain certain anti-dilution provisions which adjust the number of
shares of Common Stock issuable upon the exercise of such warrants and the
exercise price in the event the Company issues capital stock under certain
circumstances. As a result of the Financing Transaction, the anti-dilution
provision of the warrants was triggered and the Company is obligated to issue an
additional 173,401 shares of Common Stock upon the exercise of the warrants and
the exercise price decreased from $4.00 to $2.97 per share. The additional
shares are not being registered in this prospectus. The options issued to Drs.
Pedro Macedo and Theodore Litovitz are to purchase a total of 250,000 shares of
the Company's Common Stock for $2.34 per share and will result in gross proceeds
to the Company, assuming full exercise of the options of $585,000. The total
gross proceeds to the Company from the exercise of the warrants and the options
in full will be $2,070,000. The net proceeds to be received by the Company from
the exercise of the Warrants or options will be approximately $2,030,000 after
deducting estimated offering expenses. There can be no assurances, however,
that the warrants or options referred to herein will be exercised in full or in
part.
The Company plans to use all of the approximately $2.0 million of net
proceeds, to continue the commercialization of vitrification technologies,
including the design and construction of capital equipment such as the
Duramelter to be used at field locations. Each Duramelter is designed and
constructed to specifications based on the characteristics of the waste streams
of the particular field locations. Any remaining net proceeds will be used for
general corporate purposes.
The cost, timing and amount of funds required for specific uses by the
Company cannot be precisely determined at this time. The allocation and timing
of the Company's use of proceeds will be determined by such factors as the
timing and amount of the exercise of the warrants and options, the Company's
progress in the development of vitrification technologies, the demand for the
use of such technologies, competitive conditions and the availability of
alternative methods of financing, including agreements with other companies
relating to the development and commercialization of the vitrification
technologies. Pending such uses, the net proceeds will be invested in short-
term, interest-bearing U.S. government securities or money market funds
investing in such securities.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company is authorized to issue 20,000,000 shares of Common Stock, $.01
par value. As of March 31, 1995, 8,690,317 shares of Common Stock were issued
and outstanding and 3,973,401 shares were reserved for issuance upon exercise of
warrants or options.
The holders of Common Stock are entitled to one vote per share on all
matters voted on by stockholders, including the election of directors. There is
no cumulative voting for the election of directors. Subject to the preferential
rights of the Convertible Preferred Stock and any series of preferred stock that
may be authorized and issued hereafter, the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board of Directors
from funds available therefor. Upon liquidation, dissolution or winding-up of
the Company, the holders of the Common Stock will be entitled to share ratably
all assets of the Company available for distribution to such holders after
payment of liabilities, subject to prior distribution rights of holders of any
shares of Convertible Preferred Stock and any preferred stock authorized, issued
and outstanding hereafter. No holder of Common Stock has any preemptive rights
to subscribe for any securities of the Company of any kind or class. All
outstanding shares of Common Stock are fully paid and non-assessable and all
shares of Common Stock to be outstanding upon exercise of outstanding warrants
or options will be fully paid and non-assessable. The rights, preferences and
privileges of holders of Common Stock are subject to the rights, preferences and
privileges of the Convertible Preferred Stock and will be subject to the rights,
preferences and privileges of any series of preferred stock which the Company
may authorize and issue in the future.
The transfer agent and registrar for the Common Stock of the Company is
Harris Trust Company of New York.
PREFERRED STOCK
The Company is authorized to issue 5,000,000 shares of Preferred Stock,
$.01 par value. As of March 31, 1995, 160,000 shares of Convertible Preferred
Stock were issued and outstanding.
The following is a summary of the terms and conditions of the Convertible
Preferred Stock:
ISSUE. 160,000 shares of 8% Cumulative Convertible Redeemable Preferred
Stock at a price of $100 per share.
11
<PAGE>
DIVIDENDS. The Convertible Preferred Stock is entitled to cumulative
annual dividends of 8% per share ($8.00) payable quarterly in arrears.
PREFERENCES. The Convertible Preferred Stock have a preference with
respect to assets and dividends over the Company's Common Stock. In the event
of the liquidation, dissolution or winding up of the Company, the Convertible
Preferred Stock are entitled to a preference of $100 per share. The Convertible
Preferred Stock will be senior to any existing or future class of capital stock
or securities into which convertible indebtedness is convertible.
CONVERSION OR EXCHANGE. Each share of the Convertible Preferred Stock is,
at the option of the holder, convertible into 33-1/3 shares of Common Stock
based on an implied conversion price of $3.00 per share.
REDEMPTION. The Company will redeem all of the outstanding shares of
Convertible Preferred Stock on December 31, 2001 at $100 per share plus accrued
and unpaid dividends.
VOTING RIGHTS. Each share of Convertible Preferred Stock has the right to
vote that number of votes equal to the number of shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock and has the right to vote,
together with the Common Stock voting as a single class, on all matters on which
the Common Stock can vote. Additionally, the holders of the Convertible
Preferred Stock have the right, voting as a separate class, to elect a majority
of the Company's Board of Directors.
REGISTRATION RIGHTS. If the Company files a registration statement with
the Securities and Exchange Commission (the "Commission") (excluding the
Company's current shelf registration statement on file with the Commission and
any registration statements filed in connection with any of the Company's
employee benefit plans or in connection with any acquisition on Form S-4), the
Company will include the shares of Common Stock issued upon conversion of the
Convertible Preferred Stock or purchased from National Patent in such
registration statement for sale in the same manner and under the same conditions
as originally contemplated in such registration statement. The Company may
reduce on a pro rata basis the number of shares sold by each selling stockholder
if the number of shares to be registered and sold would materially and adversely
effect the offering price. Additionally, the holders of shares of Convertible
Preferred Stock have the right on three separate occasions to cause the Company
to register their shares of Common Stock issued upon the conversion of the
Convertible Preferred Stock. The holders of the Convertible Preferred Stock
have an additional registration right at their own expense. National Patent
will also have the right on one occasion to cause the Company to register the
shares of Common Stock owned by it. Other than the one additional registration
right at the expense of the holders of Convertible Preferred Stock, the Company
has agreed to incur the expenses of all such registrations except for fees and
expenses of counsel for the selling stockholders and any underwriters' or
brokers' commissions, fees or expenses applicable to the shares being sold by
such selling stockholders.
12
<PAGE>
DIVIDEND POLICY
The Company has never paid a cash dividend on its Common Stock and is
currently prohibited from paying dividends under its revolving line of credit
with its principal lender. The Company will pay dividends on the Convertible
Preferred Stock out of funds legally available therefor in accordance with the
terms of the Convertible Preferred Stock. Except with respect to the dividends
on the Convertible Preferred Stock, the Company currently intends to retain
earnings primarily for working capital and development of vitrification
technologies.
BUSINESS COMBINATIONS
Section 203 of the Delaware General Corporation Law contains a provision
restricting Delaware corporations, other than corporations that "opt out" of the
statute, from engaging in a wide range of transactions which may be entered into
by any such corporation and any interested stockholder. The Company has not
opted out of Section 203. Under Section 203, the term "interested stockholder"
is defined to include any person or entity who has acquired more than 15% of any
class or series of stock entitled to vote generally in the election of directors
but does not acquire 85% of such shares in the transaction in which more than
15% of the shares were acquired. Any such stockholder may not engage in certain
"Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an "interested
stockholder" unless (i) the Board of Directors prior to the date the interested
stockholder obtained such status approved either the "Business Combination" or
the transaction in which the stockholder became an "interested stockholder," or
(ii) the holders of at least two-thirds of the outstanding voting stock,
excluding those shares owned by the "interested stockholder," approve the
"Business Combination." Section 203 does not apply to Carlyle or National
Patent.
Section 203 defines "Business Combination" to encompass a wide variety of
transactions with or caused by an "interested stockholder" in which the
"interested stockholder" receives or could receive a benefit on other than a pro
rata basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the "interested stockholder" in
transactions with the corporation which increase the proportionate interest of
the "interested stockholder" or transactions in which the "interested
stockholder" receives certain other benefits. This statute could deter
unfriendly offers or other efforts to obtain control of the Company that are not
approved by the Board of Directors and thereby possibly deprive the stockholders
of opportunities to sell their shares of Common Stock at prices higher than
prevailing market prices.
13
<PAGE>
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the
table below. Of the 2,104,634 shares being offered by the Selling Shareholders,
(i) 230,178 are being offered by J. Romeo & Co. ("Romeo"), (ii) 436,956 are
being offered by Banque Scandinave en Suisse ("BSS"), (iii) 500,000 shares are
being offered by ECA, (iv) 125,000 shares are being offered by each of Drs.
Litovitz and Macedo and (v) 343,750 shares are being offered by each of Joseph
H. Domberger (Domberger) and Jack J. Spitzer (Spitzer). The 667,134 shares
being offered by Romeo and BSS were acquired by them from National Patent in the
Exchange Offer pursuant to which they exchanged certain bonds held by them and
issued by National Patent for shares of the Company and certain other securities
all as described in an Offering Circular dated July 12, 1993.
The 500,000 shares being offered by ECA are issuable upon the exercise of
warrants issued by the Company to ECA. On October 15, 1993, the Company
acquired from ECA all of its right, title and interest under an option (the
"Option") granted from Dr. Pedro B. Macedo and Dr. Theodore A. Litovitz
(collectively, the "Inventors") to ECA pursuant to which ECA had the option to
acquire certain medical waste and hazardous waste vitrification technologies
that had been developed or are being developed by the Inventors. In
consideration of the purchase of ECA's rights under the Option, the Company paid
to ECA $500,000 in cash, which was received from VEI in connection with entering
into a co-license agreement, and issued to ECA warrants to purchase 500,000
shares of the Company's common stock for $4.00 per share. The warrants expire
on September 30, 1997 and contain a provision that permits the Company to
require a partial exercise of the warrants of up to 10,000 shares per week so
long as the Company's common stock is trading at or above $6.00 per share and
the shares can be sold through a broker-dealer designated by the Company for at
least the greater of (x) $6.00 per share or (y) $.50 less than the last reported
sales price of the Company's common stock on the day the Company notifies ECA of
its intent to require the partial exercise. The warrants contain certain anti-
dilution provisions which adjust the number of shares of Common Stock issuable
upon the exercise of such warrants and the exercise price in the event the
Company issues capital stock under certain circumstances. As a result of the
Financing Transaction, the anti-dilution provision of the warrants was triggered
and the Company is obligated to issue an additional 173,401 shares of Common
Stock upon the exercise of the warrants and the exercise price decreased from
$4.00 to $2.97 per share. The additional shares are not being registered in
this prospectus.
The 125,000 shares being offered by each of Drs. Macedo and Litovitz are
issuable upon the exercise of options granted to Drs. Macedo and Litovitz in
connection with their licensing of certain rights to radioactive waste
vitrification technology to the Company. On August 17, 1992, Drs. Macedo and
Litovitz entered into a license agreement with the Company pursuant to which
they agreed to license to the Company certain rights to radioactive waste
vitrification technology. Under the terms of that license agreement, the
Company agreed to issue to each of Dr. Macedo and Litovitz options to purchase
125,000 shares of the Company's
14
<PAGE>
Common Stock. The options expire in August 1997 and are exercisable by Drs.
Litovitz and Macedo at $2.34 per share.
The 343,750 shares of the Company's Common Stock to be sold by each of
Spitzer and Domberger were purchased by them from the Company in connection with
the transaction between the Company and VEI to jointly develop through Vitritek
certain medical, hazardous and asbestos waste technologies. See "The Company-
The Technology Group." In consideration of VEI agreeing to merge into Vitritek
and thereby contribute, by operation of law, all of its rights under the co-
license agreement and its rights to the technology for asbestos waste
vitrification, the Company agreed to sell to each of Spitzer and Domberger,
VEI's principal shareholders, 281,250 shares of the Company's Common Stock for a
price equivalent to $4.00 per share. Payment for the shares consisted of cash
for $750,000 and the rights to certain technologies valued at $750,000.
Additionally, Spitzer and Domberger were each obligated to purchase an
additional 62,500 shares of the Company's Common Stock within a specified time
for $4.00 per share in cash. Each purchased such shares on April 5, 1994.
Following the completion of this transaction, a designee of Messrs. Spitzer and
Domberger joined the Company's Board of Directors.
In recognition of the fact that the Selling Shareholders have acquired
the Shares, either directly or upon the exercise of options or warrants, for
investment and may wish to be legally permitted to sell the Shares when they
deem appropriate, the Company has agreed to prepare and file with the Commission
a registration statement of which this Prospectus is a part with respect to the
resale of the Shares from time to time on the Nasdaq National Market, in
privately-negotiated transactions or otherwise.
<TABLE>
<CAPTION>
Shares of Common Shares Owned After
Stock Owned Prior Completion of
to the Offering Number of the Offering
----------------- Shares -------------------
Selling Shareholder Number % of Class Being Offered Number % of Class
- ------------------- ------ ---------- ------------- ------ ----------
<S> <C> <C> <C> <C> <C>
J. Romeo & Co. 230,178 2.6% 230,178 -0- *
Banque Scandinave 436,956 5% 436,956 -0- *
en Suisse
Cours de Rive II
1211 Geneva 3
Switzerland
Environmental Corp. 673,401 7.2% 500,000 173,401 *
of America
70 Jefferson Boulevard
Warwick, RI 02888
15
<PAGE>
Dr. Pedro B. Macedo 125,000 1.4%% 125,000 -0- *
Dr. Theodore A. 125,000 1.4% 125,000 -0- *
Litovitz
Joseph H. Domberger 343,750 4% 343,750 -0- *
Jack J. Spitzer 343,750 4% 343,750 -0- *
- --------------
<FN>
*Less than 1%.
</TABLE>
Dr. Macedo was a director of the Company from 1981 to 1994. The Vitreous
State Laboratory of the Catholic University has been awarded and continues to be
awarded contracts from the Company. Drs. Macedo and Litovitz are employed by
the Catholic University and receive salaries from such institution. Drs. Macedo
and Litovitz are the principal developers of the technologies licensed to the
Company since its founding. Drs. Macedo and Litovitz collectively own 30% of
Vitritek Holdings, LLC and have management positions with such entity, which in
turn owns 50% of the stock of Vitritek. ECA was recently a party to a
transaction with the Company in which it sold its rights to certain of the
technologies developed by Dr. Litovitz and Macedo. Romeo and BSS have been the
holders of outstanding debt securities of National Patent. Spitzer and
Domberger were the principal shareholders of VEI which paid the Company $500,000
to enter into the Co-License Agreement and which was merged into Vitritek and
are the principal shareholders of Vitritek Holdings, LLC, which owns 50% of
Vitritek. See "The Company - The Technology Group." Other than as described in
this paragraph, none of the Selling Shareholders has had any position, office or
other material relationship within the past three years with the Company or any
of its affiliates.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders may sell
Shares from time to time in transactions in the Nasdaq National Market, in
privately-negotiated transactions or otherwise. The Selling Shareholders may
effect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
the Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be in
excess of customary commissions).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act, and any commissions received by them and
profit on any resale of the Shares as
16
<PAGE>
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
National Patent will bear the expenses of registration of the Shares
under the Securities Act to be sold or distributed by Romeo and BSS (estimated
at $25,000). The Company will bear the expenses of registration of the Shares
under the Securities Act to be sold by ECA, Drs. Litovitz and Macedo and Spitzer
and Domberger (estimated at $40,000).
LEGAL MATTERS
The legality of the Shares to be sold or distributed by Romeo and BSS
will be passed upon for the Company by Lawrence M. Gordon, Esquire, Vice
President and General Counsel of National Patent. The legality of the Shares to
be sold by ECA, Drs. Litovitz and Macedo and Spitzer and Domberger will be
passed upon for the Company by Piper & Marbury, L.L.P., Baltimore, Maryland.
EXPERTS
The Company's consolidated financial statements and schedule as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994 included in its Annual Report on Form 10-K for the year
ended December 31, 1994 have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as set forth in their report included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report, and
upon the authority of such firm as experts in accounting and auditing.
17
<PAGE>
----------
PROSPECTUS
----------
May 5, 1995
2,104,634 SHARES
GTS DURATEK, INC.
COMMON STOCK
No one has been authorized to give any information or to make any
respresentations not contained in this Prospectus regarding the Company or the
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
buy, any securities other than those to which it relates, nor does it constitute
an offer to or solicitation of any person in any jurisdiction in which such
offer or solicitation would be unlawful. Neither the deliver of this Prospectus
at any time nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct at any
time subsequent to the date hereof.
-----------------------
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information about the Company . . . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 11
The Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 14
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 16
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . $ 2,673
Legal fees and expenses . . . . . . . . . . . . . . . . . 32,500
Accounting fees and expenses. . . . . . . . . . . . . . . 27,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 2,327
------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . $65,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, 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 cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless and only to the extent
that the court in which such action or suit was brought shall determine that
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnify for such expenses which the court shall deem proper.
II-1
<PAGE>
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) of such section or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
The Company's amended and restated Certificate of Incorporation provides
for indemnification of directors and officers to the fullest extent permitted by
Delaware law. The directors of the Company may not be held liable to the
Company or its shareholders for monetary damages for a breach of his or her
fiduciary duty as a director, except for a breach of the director's duty of
loyalty, for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for willful or negligent violation of
sections 160 or 173 of the DGCL respecting unlawful payment of dividends and
unlawful stock purchases and redemptions, or for any transaction from which the
director derived an improper personal benefit.
ITEM 16. EXHIBITS
4(a) Specimen Common Stock Certificate (filed as Exhibit 1.2 to the
Company's Registration Statement (Registration No. 33-2062), and
incorporated by reference herein)
4(b) Restated Certificate of Incorporation (filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated by reference herein)
4(c) By-Laws (filed as Exhibit 3.2 to the Company's Registration
Statement (Registration No. 33-2062) and incorporated by
reference herein)
4(d) Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.6 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994 and
incorporated by reference herein)
4(e) Certificate of Designations of the 8% Cumulative Convertible
Redeemable Preferred Stock dated January 23, 1995 (filed as
Exhibit 4.1 to the Registrant's Current Report on Form 8-K No.
014292)
5.1 Opinion of Lawrence M. Gordon, Esquire (previously filed)
5.2 Opinion of Piper & Marbury, L.L.P. (previously filed)
24(a) Consent of KPMG Peat Marwick LLP (filed herewith)
24(b) Consent of Lawrence M. Gordon, Esquire (included in Exhibit 5.1).
24(c) Consent of Piper & Marbury, L.L.P. (included in Exhibit 5.2)
25 Power of Attorney (located on p. II-5 of the Registration
Statement)
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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
the Securities Act of 1933, as amended (the "Securities Act");
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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, as amended (the "Exchange Act") that
are incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is
II-3
<PAGE>
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of the Delaware General Corporate
Law, the Restated Certificate of Incorporation or By-Laws of the registrant or
resolutions of the Board of Directors of the registrant adopted pursuant
thereto, 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 Securities 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 of whether
such indemnification by is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
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-2 and has duly caused this Registration
Statement on Form S-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of Maryland, on May 5, 1995.
GTS DURATEK, INC.
By: /s/ Robert F. Shawver
------------------------------------
Robert F. Shawver
Vice President and
Chief Financial Officer
SIGNATURE PAGE AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 5, 1995. Each of the undersigned officers and
directors of the registrant hereby constitutes Robert E. Prince and Robert F.
Shawver, either of whom may act, his true and lawful attorneys-in-fact with full
power to sign for him and in his name in the capacities indicated below and to
file any and all amendments to the registration statement filed herewith, making
such changes in the registration statement as the registrant deems appropriate,
and generally to do all such things in his name and behalf in his capacity as an
officer and director to enable the registrant to comply with the provisions of
the Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.
Signature Title and Capacity
- --------- ------------------
/s/ Daniel A. D'Aniello Chairman of the Board of Directors
- ---------------------------------
Daniel A. D'Aniello
II-5
<PAGE>
/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 Vice President, Chief
- ---------------------------------- Financial Officer and Director
Robert F. Shawver (Principal Financial Officer)
/s/ Craig T. Bartlett Controller (Principal
- ---------------------------------- Accounting Officer)
Craig T. Bartlett
II-6
<PAGE>
EXHIBIT INDEX
(EXHIBITS DESCRIBED IN ITEM 16 AND LISTED IN THIS INDEX
ARE INCORPORATED BY REFERENCE.)
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
5.1 Opinion of Lawrence M. Gordon, Esquire *
5.2 Opinion of Piper & Marbury, L.L.P. *
24(a) Consent of KPMG Peat Marwick LLP **
24(b) Consent of Piper & Marbury, L.L.P. (included in *
Exhibit 5.2)
*Previously filed.
**Filed herewith.
II-7
<PAGE>
EXHIBIT 24(a)
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 and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
Baltimore, Maryland
May 4, 1995
