As filed with the Securities and Exchange Commission on April 15, 1998
REGISTRATION NO. 333- 129904A01121296
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-0991911
- ---------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11019 McCormick Road
Hunt Valley, Maryland 21031
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(Address, including zip code of registrant's principal executive offices)
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the Plan)
Donald A. Deieso, Ph.D., President and Chief Executive Officer
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
(410) 584-7000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a Copy to:
Joseph Lunin, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate offering registration fee2
per share (2) price (2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 (1) (1) (1) $361.38
par value 350,000 shares $3.50 $1,225,000
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1. This registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan described herein, as well as an indeterminate number of
shares of Common Stock which may be issuable under the
antidilution and other adjustment provisions of such plan pursuant
to Rule 416(a) of the Securities Act of 1933.
2. Estimated in accordance with Rule 457(h) solely for purposes of
calculating the registration fee and based upon the average of the
high and low sale prices of the Common Stock on the Nasdaq
National Market on April 9, 1998, as reported in the Wall Street
Journal.
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ITEM 3 Documents Incorporated By Reference
Pursuant to Part II, Item 3 of the Instructions for Form S-8, the
entire contents of the prior Registration Statements, filed with the Commission
on Form S-8 (File Nos. 33-60880 and 333-0657), are incorporated herein by
reference. The prior Registration Statements may be incorporated herein 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 Statements were filed. This current Registration Statement is being
filed with the Commission for the sole purpose of increasing the number of
shares of Common Stock of EA Engineering, Science and Technology, Inc. to be
offered under its Amended and Restated Stock Option Plan.
ITEM 8 Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
the securities being registered
10 EA Engineering, Science, and Technology, Inc. Amended and
Restated Stock Option Plan (incorporated by reference to the
Registrant's Annual Report on Form 10-K, File No. 0-15587 filed
on November 22, 1995)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto)
26(a) Registration Statement on Form S-8 (File No. 33-60880)
(incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-60880))
26(b) Registration Statement on Form S-8 (File No. 333-0657)
(incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 333-0657))
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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, Maryland on April 15, 1998.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
DONALD A. DEIESO
By:__________________________________________________
Donald A. Deieso, Ph.D., 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 dates indicated.
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Signature Title Date
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<S> <C> <C>
LOREN D. JENSEN
- ------------------------------------------- Chairman of the Board of Directors April 15, 1998
Loren D. Jensen, Ph.D.
DONALD A. DEIESO
- ------------------------------------------- President, Chief Executive Officer April 15, 1998
Donald A. Deieso, Ph.D. and Director
BARBARA L. POSNER Senior Vice President, Finance and
- ------------------------------------------- Administration (principal financial April 15, 1998
Barbara L. Posner officer)
EDMUND J. CASHMAN, JR.
- ------------------------------------------- Director April 15, 1998
Edmund J. Cashman, Jr.
RUDOLPH P. LAMONE
- ------------------------------------------- Director April 15, 1998
Rudolph P. Lamone, Ph.D.
CLEAVELAND D. MILLER
- ------------------------------------------- Director April 15, 1998
Cleaveland D. Miller, Esq.
GEORGE C. RADCLIFFE
- ------------------------------------------- Director April 15, 1998
George G. Radcliffe
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Registration Statement to be signed on
behalf of the Plan by the undersigned, thereunto duly authorized, in Hunt
Valley, Maryland on April 15, 1998.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
By: MEREDITH M. CONKLIN
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Meredith M. Conklin, V.P. Human Resources,
as Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit 5
Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
securities being registered
Exhibit 10
EA Engineering, Science, and Technology, Inc. Amended and Restated
Stock Option Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K, File No. 0-15587 filed on November 22,
1995)
Exhibit 23(a)
Consent of Arthur Andersen LLP
Exhibit 23(b)
Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto)
Exhibit 26(a)
Registration Statement on Form S-8 (File No. 33-60880)
(incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-60880))
Exhibit 26(b)
Registration Statement on Form S-8 (File No. 333-0657)
(incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 333-0657))
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
April 15, 1998
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by EA Engineering, Science, and Technology, Inc. (the
"Company") relating to 350,000 additional shares of the Company's Common Stock,
par value $.01 per share (the "Securities"), to be offered pursuant to the
Company's Amended and Restated Stock Option Plan (the "Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of
Delaware and of officers of the Company as we deemed necessary in order to
express the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed therewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United
States and the corporate law of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statemnt of our report dated November 14, 1997,
included in EA Engineering, Science and Technology, Inc.'s Form 10-K for the
year ended August 31, 1997, and to all references to our Firm included in this
registration statement. It should be noted that we have not audited any
financial statements of the Company subsequent to August 31, 1997, or performed
any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Baltimore, Maryland
April 13, 1998
