<PAGE>
As filed with the Securities and
Exchange Commission on February 2, 1998 Registration No. 333 - ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FLUOR DANIEL GTI, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0324047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 River Ridge Drive, Norwood, Massachusetts 02062
(Address of Principal Executive Officers) (Zip Code)
FLUOR DANIEL GTI, INC.
1997 STOCK PLAN
(Full titles of the Plans)
MARY C. STACK, Vice President and Treasurer
Fluor Daniel GTI, Inc.
100 River Ridge Drive, Norwood, Massachusetts 02062
(Name and address of agent for service)
(617) 769-7600
(Telephone number, including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share/(1)/ Offering Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 290,000 $9.4375 $2,736,875.00 $807.38
$.001 Par Value shares
================================================================================
</TABLE>
(1) The price of $9.4375 per share, which was the average of the high and
low prices of the Common Stock reported on the National Association of
Securities Dealers, Inc. Automated Quotation System on January 29, 1998 is set
forth solely for the purpose of calculating the filing fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Participant Plan Annual Information.
--------------------------------------------------------------
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission by Fluor Daniel GTI, Inc.
(the "Registrant") are incorporated herein by reference as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The description of the Common Stock, $.001 par value, of the
Registrant contained in the Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act on May 8, 1996, and
incorporating by reference the information contained in the Registrant's Form
S-4 Registration Statement No. 333-02291, as amended.
All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the securities of the Registrant being registered hereby
has been passed upon by Raymond M. Bukaty, Assistant General Counsel of Fluor
Corporation and Secretary of the Registrant. Mr. Bukaty holds no shares of
Registrant's common stock and does not participate in the Fluor Daniel GTI, Inc.
1997 Stock Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
(a) Section 145 of the Delaware General Corporation Law ("Section 145")
provides that a corporation may indemnify its directors and officers. Article
14 of the Registrant's By-laws provides that each director and officer shall be
indemnified to the fullest extent permitted by Delaware law by the Registrant
against liabilities and expenses in connection with any legal proceeding to
which such officer or director may become a party by reason of being or having
been an officer or director of the Registrant.
(b) Article Tenth of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of the Registrant's directors for monetary
damages for breach of their fiduciary duty as directors to the Registrant and
its stockholders, notwithstanding any provision of law imposing such liability.
Article Tenth, however, does not eliminate liability of the Registrant's
directors for breach of the director's duty of loyalty to the Registrant or its
stockholders, acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law and actions leading to improper
personal benefit to the director, or under Section 174 of Title 8 of the
Delaware Code.
(c) The Registrant and its directors and officers are covered by liability
insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
2
<PAGE>
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<C> <S>
4.1 Fluor Daniel GTI, Inc. 1997 Stock Plan (Filed as Exhibit
10.22 to the Registrant's Form 10-K for Transition Period May
1 - October 31, 1996 and incorporated herein by reference).
5.1 Opinion of Raymond M. Bukaty as to the validity of the
securities registered hereby.
24.1 Consent of Raymond M. Bukaty (included in Exhibit 5.1).
24.2 Consent of Ernst & Young LLP, Independent Auditors.
24.3 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.4 Consent of Ernst & Young LLP, Independent Auditors.
</TABLE>
Item 9. 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
3
<PAGE>
paragraphs is contained in periodic reports filed 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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, offers and controlling person
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities 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.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Norwood, Commonwealth of Massachusetts, on this, the
22nd day of September, 1997.
FLUOR DANIEL GTI, INC.
By: /s/ Mary C. Stack
------------------------------------
Mary C. Stack
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Walter C. Barber President, CEO and Director September 22, 1997
- ------------------------- (Principal Executive Officer)
Walter C. Barber
/s/ Mary C. Stack Vice President and Treasurer September 22, 1997
- ------------------------- (Principal Financial Officer)
Mary C. Stack
/s/ Allan S. Bufferd Director September 22, 1997
- -------------------------
Allan S. Bufferd
/s/ Ron G. Peterson Director September 22, 1997
- -------------------------
Ron G. Peterson
/s/ David L. Myers Director September 22, 1997
- -------------------------
David L. Myers
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ J. Michal Conaway Director September 22, 1997
- -------------------------
J. Michal Conaway
/s/ Ernie Green Director September 22, 1997
- -------------------------
Ernie Green
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<C> <S>
4.1 Fluor Daniel GTI, Inc. 1997 Stock Plan (Filed as Exhibit 10.22
to the Registrant's Form 10-K for Transition Period May 1 -
October 31, 1996 and incorporated herein by reference).
5.1 Opinion of Raymond M. Bukaty.
24.1 Consent of Raymond M. Bukaty (included in Exhibit 5.1).
24.2 Consent of Ernst & Young LLP, Independent Auditors.
24.3 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.4 Consent of Ernst & Young LLP, Independent Auditors.
</TABLE>
<PAGE>
EXHIBIT 5.1
January 30, 1998
Fluor Daniel GTI, Inc.
100 River Ridge Drive
Norwood, Massachusetts 02062
Re: Fluor Daniel GTI, Inc. 1997 Stock Plan
Ladies and Gentlemen:
As Secretary of, and special counsel to, Fluor Daniel GTI, Inc. (the
"Corporation"), I am familiar with the activities of the Corporation and its
corporate records. I have reviewed the authorization of the Fluor Daniel GTI,
Inc. 1997 Stock Plan (the "Plan") and have participated in the preparation of
the registration statement on Form S-8 ("Registration Statement") being filed by
the Corporation under the Securities Act of 1933, as amended, for the purpose of
registering 290,000 shares of common stock of the Corporation issuable pursuant
to the Plan.
On the basis of my knowledge of the Corporation's activities and its corporate
records, I am of the opinion that the 290,000 shares of common stock of the
Corporation, par value $.001 per share, issuable pursuant to the Plan will be
legally issued, fully paid and nonassessable shares of the Corporation when
issued and paid for in accordance with the Plan.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Raymond M. Bukaty
<PAGE>
EXHIBIT 24.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporated by reference in the Registration Statement on
Form S-8 pertaining to the Fluor Daniel GTI, Inc. 1997 Stock Plan of our report
dated December 10, 1996, with respect to the financial statements of Fluor
Daniel Environmental Services, Inc. for the year ended April 30, 1996 included
in the Annual Report (Form 10-K) of Fluor Daniel GTI, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
January 27, 1998
<PAGE>
EXHIBIT 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and related Prospectus for the Fluor Daniel GTI, Inc. 1997 Stock Plan
of our report dated December 11, 1996, on our audit of the consolidated
financial statements and the financial statement schedule of Fluor Daniel GTI,
Inc. (the "Company") as of October 31, 1996 and for the Transition Period then
ended, which report is incorporated by reference or included in the Company's
Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 27, 1998
<PAGE>
EXHIBIT 24.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement on Form S-
8 for the registration of 290,000 shares of common stock pertaining to the 1997
Stock Plan of Fluor Daniel GTI, Inc. and to the incorporation by reference
therein of our report dated November 25, 1997, with respect to the consolidated
financial statements and schedule of Fluor Daniel GTI, Inc. included in its
Annual Report (Form 10-K) for the year ended October 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 27, 1998
