<PAGE>
As filed with the Securities and Exchange Commission on June __, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GTS Duratek, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
22-2476180
------------------------------------------
(I.R.S. Employer Identification No.)
10100 Old Columbia Road
Columbia, Maryland 21046
(410) 312-5100
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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GTS Duratek, Inc. 1999 Stock Option and Incentive Plan
(Full title of the Plan)
------------------------
Robert E. Prince
GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
(410) 312-5100
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Lawrence R. Seidman, Esq.
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share price fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 5,000,000 $8.28125 $41,406,250 $10,931
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the registration
fee, based on the average of the high and low prices per share of GTS Duratek,
Inc. common stock, par value $.01 per share, on June 29, 2000, as reported on
the NASDAQ National Market.
================================================================================
Exhibit Index Appears on page 6.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"). In accordance with the instructions to Part I
of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission"). These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
GTS Duratek, Inc. (the "Company") hereby incorporates by reference
into this registration statement the following documents filed by it with the
Commission:
(a) The Registrant's Form 10-K for the fiscal year ended December 31,
1999 and filed March 30, 2000;
(b) All reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1999; and
(c) The description of the Company's Common Stock, $.01 par value per
share ("Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A/A filed with the Commission on
June 8, 1995, including all amendments and reports filed under
Section 13(a) or 15(d) of the Exchange Act for purposes of
updating the description of Common Stock.
In addition, all documents and reports filed by the Company subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents or reports. 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
subsequent 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.
Item 4. Description of Securities.
Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors and other corporate agents under certain
circumstances and subject to certain limitations. The Registrant's Certificate
of Incorporation, with amendments thereto, and bylaws provide that the
Registrant shall indemnify its directors, officers, employees and agents to the
full extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. The Registrant has directors' and officers' liability insurance with up to
$10 million coverage per year. These indemnification provisions may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.
* * *
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the shares being registered (filed herewith).
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
2
<PAGE>
(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;
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undertaking concerning indemnification is set forth under the
response to Item 6.
3
<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-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 this 30th day of
June, 2000.
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
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Prince President, Chief Executive Officer and June 30, 2000
------------------------------ Director (Principal Executive Officer)
Robert E. Prince
Executive Vice President and Chief June 30, 2000
/s/ Robert F. Shawver Financial Officer
------------------------------ (Principal Financial Officer)
Robert F. Shawver
/s/ Craig T. Bartlett
------------------------------- Treasurer (Principal Accounting Officer) June 30, 2000
Craig T. Bartlett
/s/ Daniel A. D'Aniello
------------------------------- Chairman of the Board of Directors June 30, 2000
Daniel A. D'Aniello
/s/ Dr. Francis J. Harvey
------------------------------- Director June 30, 2000
Dr. Francis J. Harvey
/s/ Earle C. Williams
------------------------------- Director June 30, 2000
Earle C. Williams
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George V. McGowan
------------------------------- Director June 30, 2000
George V. McGowan
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
6
