As filed with the Securities and Exchange Commission on September 24, 1998
Registration No.: 33-60075
-------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GTS Duratek, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2476180
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
10100 Old Columbia Road
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
Amended and Restated 1984 Stock Option Plan
of GTS Duratek, Inc.
(Full title of plans)
(Name, address and telephone (Copy to:)
number of agent for service)
Robert E. Prince Lawrence R. Seidman, Esquire
GTS Duratek, Inc. Piper & Marbury L.L.P.
10100 Old Columbia Road 36 South Charles Street
Columbia, Maryland 21046 Baltimore, Maryland 21201
(410) 312-5100 (410) 539-2530
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Amount Proposed Proposed Amount of
Title of Securities to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee(1)
- --------------------------------------------------------------------------------
Common Stock, $.01
par value 1,000,000 $6.313 $6,313,000 $1,862.34
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h). The proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are based on a price of $6.313, which was the closing price of the Common Stock
of GTS Duratek, Inc. as reported on the Nasdaq National Market on September 21,
1998.
<PAGE>
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the
Registration Statement filed by GTS Duratek, Inc. (the "Company") under
Registration Number 33-60075, with respect to securities offered pursuant to the
Amended and Restated 1984 Stock Option Plan of GTS Duratek, Inc. are hereby
incorporated by reference.
In addition, the following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(2) the Company's Proxy Statement for the 1998 Annual Meeting of
Stockholders filed April 16, 1998; and
(3) the Company's Quarterly Reports on Form 10-Q for each of the quarters
ended March 31, 1998 and June 30, 1998.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of the
securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of Maryland on the 24th day of
September, 1998.
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 Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
President, Chief Executive Officer
/s/ Robert E. Prince and Director (Principal Executive September 24, 1998
- ----------------------- Officer)
Robert E. Prince
Executive Vice President and Chief
/s/ Robert F. Shawver Financial Officer (Principal September 24, 1998
- ------------------------ Financial Officer)
Robert F. Shawver
Treasurer (Principal Accounting
/s/ Craig T. Bartlett Officer) September 24, 1998
- ------------------------
Craig T. Bartlett
* Chairman of the Board of Directors September 24, 1998
- ------------------------
Daniel A. D'Aniello
* Director September 24, 1998
- ------------------------
William E. Conway, Jr.
* Director September 24, 1998
- -------------------------
Earle C. Williams
/s/ Admiral James D. Watkins Director September 24, 1998
- -------------------------
Admiral James D. Watkins
Director September 24, 1998
/s/ George V. McGowan
- -------------------------
George V. McGowan
/s/ J.A. "Fred" Brothers Director September 24, 1998
- -------------------------
J.A. "Fred" Brothers
*By: /s/ Robert F. Shawver
---------------------
Robert F. Shawver
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of
the securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
<PAGE>
Exhibit 5.1
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530
FAX: 410-539-0489
September 24, 1998
GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
Ladies and Gentlemen:
We have acted as counsel to GTS Duratek, Inc., a Delaware corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File Number 33-60075) (the "Registration Statement")
registering 1,000,000 shares of Common Stock, par value $.01 per share (the
"Shares"), issuable pursuant to the exercise of stock options granted under the
Amended and Restated 1984 Stock Option Plan of GTS Duratek, Inc. (the "Plan").
We have examined copies of the Company's Amended and Restated Certificate
of Incorporation, By-Laws, the Plan, all resolutions adopted by the Company's
Board of Directors relating to the above and other records and documents that we
have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for this opinion. In our examination, we have assumed
the genuineness of all signatures and the conformity to original documents of
all copies submitted to us.
Based upon the foregoing, we are of the opinion that the Shares issuable
under the Plan have been duly authorized and upon issuance and delivery thereof
as contemplated in the Registration Statement and by the Plan, will be, under
the general corporation law of the State of Delaware, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-60075) of GTS Duratek, Inc. of our report dated March 11, 1998
with respect to the consolidated financial statements of GTS Duratek, Inc. and
subsidiaries included in its Annual Report on Form 10-K for the year ended
December 31, 1997 incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Baltimore, Maryland
September 22, 1998
