As filed with the Securities and
Exchange Commission on January 31, 1996 Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-0991991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
11019 MCCORMICK ROAD
HUNT VALLEY, MARYLAND 21031
(Address of Principal Executive Offices) (Zip Code)
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
JOSEPH A. SPADARO
Executive Vice President
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
(Name and address of agent for service)
(410) 584-7000
(Telephone number, including area code, of agent for service)
Copies to:
CLEAVELAND D. MILLER, ESQUIRE
Semmes, Bowen & Semmes
250 West Pratt Street
Baltimore, Maryland 21201
Approximate date of commencement of proposed sales
pursuant to the Plan: As soon as practicable after
the effective date of this Registration Statement.
(Facing page continued)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price* fee*
<S> <C> <C> <C> <C>
Common Stock, 250,000 $3.75 $937,500 $323.28
par value shares
$0.01 per
share
</TABLE>
* Estimated in accordance with Rule 457(c), solely for the purpose of
calculating the registration fee, on the basis of the average of the high and
low prices for the Registrant's Common Stock as reported by the NASDAQ National
Market System on January 29, 1996.
<PAGE>
Item 3. INCORPORATION BY REFERENCE:
Pursuant to Part II, Item 3 of the Instructions for Form S-8, the entire
contents of the prior Registration Statement, filed with the Commission on Form
S-8 (File No. 33-60880), are incorporated herein by reference. The prior
Registration Statement may be incorporated by reference because this current
Registration Statement involves the registration of additional securities of the
same class as the securities for which the prior Registration Statement was
filed. This current Registration Statement is being filed with the Commission
for the sole purpose of increasing the amount of shares of Common Stock of EA
Engineering, Science, and Technology, Inc. to be offered under its Stock Option
Plan.
Item 8. EXHIBITS
5.1 Opinion and consent of Semmes, Bowen & Semmes.
10.1 EA Engineering, Science, and Technology, Inc. Stock Option Plan, as
amended (incorporated by reference to the Registrant's Annual Report on
Form 10-K, File Number 0-15587 filed on November 22, 1995).
24.1 Consent of independent public accountants.
24.2 Consent of Semmes, Bowen & Semmes (incorporated herein by reference to
Exhibit 5.1).
26.1 Registration Statement on Form S-8 (File No. 33-60880) (incorporated
herein by reference to Registration Statement on Form S-8 (File
No.33-60880).
<PAGE>
SIGNATURES
The Registrant. 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 Hunt Valley, State of Maryland, on the 31st day of January,
1996.
EA ENGINEERING, SCIENCE, AND
TECHNOLOGY, INC.
/s/ Loren D. Jensen
By:
Loren D. Jensen, Ph.D.
Chairman, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date(s) indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Loren D. Jensen
Chairman, President, and January 31, 1996
Loren D. Jensen, Ph.D. Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Joseph A. Spadaro
Executive Vice President, Chief January 31, 1996
Joseph A. Spadaro Financial Officer, Treasurer,
and Assistant Secretary
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL ACCOUNTING OFFICER:
<S> <C> <C>
/s/ Joseph A. Spadaro
Executive Vice President, Chief January 31, 1996
Joseph A. Spadaro Financial Officer, Treasurer,
and Assistant Secretary
DIRECTORS:
/s/ Edmund J. Cashman, Jr.
Director January 31, 1996
Edmund J. Cashman, Jr.
/s/ Rudolph P. Lamone
Director January 31, 1996
Rudolph P. Lamone, Ph.D.
/s/ George G. Radcliffe
Director January 31, 1996
George G. Radcliffe
</TABLE>
Date: January 31, 1996
Exhibit 5.1
SEMMES, BOWEN & SEMMES
A Professional Corporation
ATTORNEYS AT LAW
250 WEST PRATT STREET
BALTIMORE, MARYLAND 21201
OFFICES IN:
TELEPHONE: 410-539-5040 WASHINGTON, D.C.
TOWSON, MARYLAND
FACSIMILE: 410-539-5223 HAGERSTOWN, MARYLAND
CABLE TREVLAC SALISBURY, MARYLAND
SCALDARA & POTLER, LLP
OF COUNSEL
DIRECT DIAL: (410) 576-4798
January 26, 1996
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
Re: EA Engineering, Science, and Technology, Inc.
Stock Option Plan
Gentlemen:
We have acted as counsel for EA Engineering, Science, and Technology, Inc.
(the "Company") in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, pertaining to the Company's Stock Option Plan. The Registration
Statement relates to 250,000 shares of the Company's Common Stock, par value
$0.01 per share (the "Common Stock").
We have examined all such corporate records of the Company, and such other
instruments, certified by public officials or officers of the Company, and other
documents as we deemed necessary as a basis for the opinion hereinafter
expressed.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock has been duly authorized and that the Common Stock will, upon
issuance and delivery in accordance with the terms and conditions described in
the Registration Statement, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of this firm therein and in
the prospectus.
Very truly yours,
SEMMES, BOWEN & SEMMES
/s/ Semmes, Bowen & Semmes
CDM: pam
SS/155984
Exhibit 24.1
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO. SC
Arthur Andersen LLP
120 East Baltimore Street
Baltimore MD 21202
410 727 5800
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated September 20, 1995
incorporated by reference in EA Engineering, Science, and Technology, Inc.'s
Form 10-K for the year ended August 31, 1995 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Baltimore, Maryland
January 31, 1996
