<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1996
REGISTRATION NO. 333-01805
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
GTS DURATEK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-2476180
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
</TABLE>
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: *
<TABLE>
<S> <C>
Henry D. Kahn, Esquire Thomas J. Murphy, Esquire
Piper & Marbury L.L.P. McDermott, Will & Emery
36 South Charles Street 227 West Monroe Street
Baltimore, Maryland 21201 Chicago, Illinois 60606
(410) 539-2530 (312) 372-2000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
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. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................ 4,140,000 shares $15.50 $64,170,000 $22,128
<FN>
(1) Includes 540,000 shares which the Underwriters may purchase to cover
overallotments, if any.
(2) Pursuant to Rule 457, the proposed maximum offering price per share and
proposed maximum aggregate offering price are based upon the average of the
high and low sale prices of Registrant's Common Stock as reported on the
Nasdaq Stock Market on March 13, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
GTS DURATEK, INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
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<CAPTION>
FORM S-2 ITEM NUMBER AND HEADING LOCATION IN PROSPECTUS
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front Cover Page; Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors
4. Use of Proceeds...................................... Use of Proceeds
5. Determination of Offering Price...................... Not Applicable
6. Dilution............................................. Not Applicable
7. Selling Security Holders............................. Principal and Selling Stockholders
8. Plan of Distribution................................. Outside Front Cover Page; Underwriting
9. Description of Securities to be Registered........... Description of Capital Stock
10. Interests of Named Experts and Counsel............... Not Applicable
11. Information With Respect to the Registrant........... Prospectus Summary; Price Range of Common Stock;
Dividend Policy; Capitalization; Selected
Consolidated Financial Data; Management's Discussion
and Analysis of Results and Operations and Financial
Condition; Business; Management; Principal and
Selling Stockholders; Description of Capital Stock;
Available Information; Financial Statements
12. Incorporation of Certain Information by Reference.... Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the distribution
of the securities being registered, other than underwriting expenses and
commissions. All such expenses are estimated, except for the SEC registration
fee and the NASD filing fee.
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 22,128
NASD filing fee................................................... 6,917
Nasdaq listing fee................................................ 17,500
Accounting fees and expenses...................................... 100,000
Legal fees and expenses........................................... 175,000
Printing.......................................................... 50,000
Transfer agent fees............................................... 5,000
Blue sky fees and expenses (including legal fees)................. 10,000
Miscellaneous..................................................... 13,455
---------
Total......................................................... $ 400,000
---------
---------
</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 (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
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
(including attorneys' fees), 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 shall 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 indemnity for such expenses
which the court shall deem proper.
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 (including attorneys' fees), 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.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon
II-1
<PAGE>
a determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth
above. Such determination shall be made by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a
quorum, or if there are no such directors, or if such directors direct, by
independent legal counsel in a written opinion, or by the stockholders.
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 stockholders 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
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<S> <C>
1 Form of Underwriting Agreement (to be filed by amendment).
4.1 Certificate of Designations of the 8% Cumulative Convertible Redeemable
Preferred Stock dated January 23, 1995. Incorporated herein by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on
February 1, 1995 (File No. 0-14292).
4.2 Stock Purchase Agreement among Carlyle Partners II, L.P., Carlyle
International Partners II, L.P., Carlyle International Partners III, L.P.,
C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD
Partners II, L.P. and GTS Duratek, Inc. and National Patent Development
Corporation dated as of January 24, 1995. Incorporated herein by reference
to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed on
February 1, 1995 (File No. 0-14292).
4.3 Stockholders Agreement by and among GTS Duratek, Inc., Carlyle Partners II,
L.P., Carlyle International Partners II, L.P., Carlyle International
Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners,
L.P., Carlyle-GTSD Partners II, L.P. and GTS Duratek, Inc. and National
Patent Development Corporation dated as of January 24, 1995. Incorporated
herein by reference to Exhibit 4.3 of the Registrant's Current Report on
Form 8-K filed on February 1, 1995 (File No. 0-14292).
4.4 Registration Rights Agreement by and among GTS Duratek, Inc., Carlyle
Partners II, L.P., Carlyle International Partners II, L.P.,
Carlyle-International Partners III, L.P., C/S International Partners,
Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and GTS
Duratek, Inc. and National Patent Development Corporation dated as of
January 24, 1995. Incorporated herein by reference to Exhibit 4.4 of the
Registrant's Current Report on Form 8-K filed on February 1, 1995 (File No.
0-14292).
4.5 Convertible Debenture issued by GTS Duratek, Inc., General Technical
Services, Inc., GTS Instrument Services Incorporated to BNFL Inc. dated
November 7, 1995. Incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995
(File No. 0-14292).
5.1 Opinion of Piper & Marbury L.L.P. (to be filed by amendment).
10.1 1984 Duratek Corporation Stock Option Plan, as Amended. Incorporated herein
by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990 (File No. 0-14292).
10.2 Asset Purchase Agreement dated August 20, 1990 between Chem-Nuclear Systems,
Inc. and Duratek Corporation. Incorporated herein by reference to Exhibit 1
to the Registrant's Current Report on Form 8-K filed on August 20, 1990
(File No. 0-14292).
</TABLE>
II-2
<PAGE>
<TABLE>
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10.3 Loan and Security Agreement dated February 9, 1993 between The Bank of
Baltimore and GTS Duratek, Inc., General Technical Service, Inc., and GTS
Instrument Services, Inc. Incorporated herein by reference to Exhibit 10.8
of the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993 (File No. 0-14292).
10.4 License Agreement dated as of August 17, 1992 between GTS Duratek, Inc. and
Dr. Theodore Aaron Litovitz and Dr. Pedro Buarque de Macedo. Incorporated
herein by reference to Exhibit 10.9 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992 (File No. 0-14292).
10.5 Purchase Agreement dated October 15, 1993 between GTS Duratek, Inc. and
Environmental Corporation of America. Incorporated herein by reference to
Exhibit 2 of the Registrant's Current Report on Form 8-K dated October 15,
1993 (File No. 0-14292).
10.6 Warrant Agreement dated October 15, 1993 between GTS Duratek, Inc. and
Environmental Corporation of America. Incorporated herein by reference to
Exhibit 2 of the Registrant's Current Report on Form 8-K dated October 15,
1993 (File No. 0-14292).
10.7 Stock Purchase Agreement dated December 22, 1993 between GTS Duratek, Inc.
and Jack J. Spitzer. Incorporated herein by reference to Exhibit 1 of the
Registrant's Current Report on Form 8-K dated December 22, 1993 (File No.
0-14292).
10.8 Stock Purchase Agreement dated December 22, 1993 between GTS Duratek, Inc.
and Joseph H. Domberger. Incorporated herein by reference to Exhibit 2 of
the Registrant's Current Report on Form 8-K dated December 22, 1993 (File
No. 0-14292).
10.9 Stockholders' Agreement dated December 28, 1993 between GTS Duratek, Inc.
and Vitritek Holdings, L.L.C. Incorporated herein by reference to Exhibit 3
of the Registrant's Current Report on Form 8-K dated December 22, 1993
(File No. 0-14292).
10.10 Agreement dated January 14, 1994 between GTS Duratek, Inc. and Westinghouse
Savannah River Company. Incorporated herein by reference to Exhibit 10.17
of the Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14292).
10.11 Agreement dated February 24, 1994 between GTS Duratek, Inc. and the
University of Chicago (Operator of Argonne National Laboratory).
Incorporated herein by reference to Exhibit 10.18 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 (File No.
0-14292).
10.12 Agreement dated September 15, 1994 between DuraChem Limited Partnership, a
Maryland limited partnership, by and among CNSI Sub, Inc. and GTSD Sub,
Inc. as the General Partners, and Chemical Waste Management, Inc. and GTS
Duratek, Inc. as the Limited Partners. Incorporated herein by reference to
Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 0-14292).
10.13 Teaming Agreement by and between GTS Duratek, Inc. and BNFL, Inc. dated
November 7, 1995. Incorporated herein by reference to Exhibit 10.20 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1995 (File No. 0-14292).
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
10.14 Sublicense Agreement by and between GTS Duratek, Inc. and BNFL dated
November 7, 1995. Incorporated herein by reference to Exhibit 10.21 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1995 (File No. 0-14292).
10.15 Stock Purchase Agreement by and among Bird Environmental Gulf Coast, Inc.,
Bird Environmental Technologies, Inc., Bird Corporation, GTS Duratek, Inc.
and GTSD Sub II, Inc. dated as of November 29, 1995. Incorporated herein by
reference to Exhibit (c)(2) of the Registrant's Current Report on Form 8-K
filed on December 11, 1995 (File No. 0-14292).
10.16 Stockholders' Agreement by and among Bird Environmental Gulf Coast, Inc.,
GTS Duratek, Inc., GTSD Sub II, Inc., Jim S. Hogan, Mark B. Hogan, Barry K.
Hogan and Sam J. Lucas III dated November 29, 1995. Incorporated herein by
reference to Exhibit (c)(3) of the Registrant's Current Report on Form 8-K
filed on December 11, 1995 (File No. 0-14292).
10.17 Technology License Agreement by and among GTS Duratek, Inc., Bird
Environmental Gulf Coast, Inc. and Jim S. Hogan dated November 29, 1995.
Incorporated herein by reference to Exhibit (c)(4) of the Registrant's
Current Report on Form 8-K filed on December 11, 1995 (File No. 0-14292).
13 Registrant's Annual Report on Form 10-K for the year ended December 31,
1995. Incorporated herein by reference.
*23.1 Consents of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).
24 Power of Attorney (located on p. II-6 of the Registration Statement).
27 Financial Data Schedule (previously filed with Registrant; Annual Report on
Form 10-K for the year ended December 31, 1995).
</TABLE>
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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
Amended and 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 it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430(a) and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-5
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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 March 19, 1996.
GTS DURATEK, INC.
By: /s/ ROBERT E. PRINCE
-----------------------------------
Robert E. Prince
PRESIDENT AND CHIEF EXECUTIVE
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 March 19, 1996. 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 this registration statement filed herewith, as
well as any related registration statement (or amendment thereto) filed pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, and to file the
same with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE AND CAPACITY
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<C> <S> <C>
/s/ DANIEL A. D'ANIELLO Chairman of the Board of
------------------------------------------- Directors
Daniel A. D'Aniello
/s/ WILLIAM E. CONWAY
------------------------------------------- Director
William E. Conway
/s/ STEVEN J. GILBERT
------------------------------------------- Director
Steven J. Gilbert
/s/ EARLE C. WILLIAMS
------------------------------------------- Director
Earle C. Williams
/s/ JEROME I. FELDMAN
------------------------------------------- Director
Jerome I. Feldman
/s/ MARTIN M. POLLAK
------------------------------------------- Director
Martin M. Pollak
/s/ ROBERT E. PRINCE President and Chief
------------------------------------------- Executive
Robert E. Prince Officer and Director
Executive Vice President
/s/ ROBERT F. SHAWVER and Chief Financial
------------------------------------------- Officer (Principal
Robert F. Shawver Financial Officer)
/s/ CRAIG T. BARTLETT Controller (Principal
------------------------------------------- Accounting Officer)
Craig T. Bartlett
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the 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 March 21, 1996.
GTS DURATEK, INC.
By: /s/ ROBERT E. PRINCE
-----------------------------------
Robert E. Prince
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on March 21, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE AND CAPACITY
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<C> <S> <C>
* Chairman of the Board of
------------------------------------------- Directors
Daniel A. D'Aniello
*
------------------------------------------- Director
William E. Conway
*
------------------------------------------- Director
Steven J. Gilbert
*
------------------------------------------- Director
Earle C. Williams
*
------------------------------------------- Director
Jerome I. Feldman
*
------------------------------------------- Director
Martin M. Pollak
/s/ ROBERT E. PRINCE President and Chief
------------------------------------------- Executive
Robert E. Prince Officer and Director
Executive Vice President
/s/ ROBERT F. SHAWVER and Chief Financial
------------------------------------------- Officer (Principal
Robert F. Shawver Financial Officer)
/s/ CRAIG T. BARTLETT Controller (Principal
------------------------------------------- Accounting Officer)
Craig T. Bartlett
*By: /s/ ROBERT E. PRINCE
-------------------------------------
ATTORNEY-IN-FACT
</TABLE>
