AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1999
REGISTRATION NO. 333-_______
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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.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-0991911
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
No.)
11019 McCORMICK ROAD
HUNT VALLEY, MARYLAND 21031
(Address, including Zip Code, of Principal Executive Offices)
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(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
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
----------------------
With a copy to:
JOSEPH LUNIN, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================= ====================== ======================= ====================== ======================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2) Per Share(3) Offering Price Fee
============================= ====================== ======================= ====================== ======================
<S> <C> <C> <C> <C>
Common Stock, 50,000 $1.375 $68,750 $100
$0.01 Par Value
Total Registration Fee $100
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Does not include 30,000 shares of Common Stock that may be issued
pursuant to the 1995 Non-Employee Director Stock Option Plan (the
"Plan"), that were previously registered under Registration Statement
on Form S-8, filed on April 15, 1998 (No. 333-50147).
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued pursuant to anti-dilution
provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
January 11, 1999.
<PAGE>
REGISTRATION STATEMENT
FOR ADDITIONAL SECURITIES
ON FORM S-8
INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 50,000 shares of Common Stock that may be issued
under the 1995 Non-Employee Director Stock Option Plan (the "Plan") as a result
of an increase in the number of shares that may be offered under the Plan.
30,000 shares of Common Stock that may be issued under the Plan were previously
registered under Registration Statement on Form S-8 filed on April 15, 1998 (No.
333-50147). Registration Statement on Form S-8 filed on April 15, 1998 (No.
333-50147) is incorporated by reference herein pursuant to General Instruction E
to Form S-8.
<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 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 this 14th day of January, 1999.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
(The Registrant)
DONALD A. DEIESO
By: ____________________________________
Donald A. Deieso, Ph.D.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Loren D. Jensen, Ph.D. and Donald
A. Deiseo, Ph.D., and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution for him and in his name, place and stead
in any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming what said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
LOREN D. JENSEN
--------------------------
Loren D. Jensen, Ph.D. Chairman of the Board of Directors January 14, 1999
DONALD A. DEIESO
--------------------------
Donald A. Deieso, Ph.D. President, Chief Executive Officer January 14, 1999
and Director
BARBARA L. POSNER
--------------------------
Barbara L. Posner Senior Vice President, Finance and January 14, 1999
Administration (principal financial officer)
EDMUND J. CASHMAN, JR.
--------------------------
Edmund J. Cashman, Jr. Director January 14, 1999
RUDOLPH P. LAMONE
--------------------------
Rudolph P. Lamone, Ph.D. Director January 14, 1999
CLEAVELAND D. MILLER
--------------------------
Cleaveland D. Miller, Esq. Director January 14, 1999
GEORGE G. RADCLIFFE
--------------------------
George G. Radcliffe Director January 14, 1999
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan administrators have duly caused this Registration Statement to be
signed on behalf of the Plan, thereunto duly authorized, in Hunt Valley,
Maryland, on this 14th day of January, 1999.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(The Plan)
MEREDITH N. CONKLIN
By: __________________________________________
Meredith N. Conklin, V.P. Human Resources,
as Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
of the securities being registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
99 1995 Non-Employee Director Stock Option Plan.
PITNEY, HARDIN, KIPP & SZUCH
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
------
(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(973) 966-6300
FACSIMILE (973) 966-1550
January 14, 1999
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
Re: Registration Statement on Form S-8
1995 Non-Employee Director Stock Option Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by EA Engineering, Science, and
Technology, Inc. (the "Company") with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 50,000 shares of Common Stock of the Company, $0.01
par value (the "Shares") issuable pursuant to the 1995 Non-Employee Director
Stock Option Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions
of the Board of Directors of the Company; and we have examined such other
documents as we deemed necessary in order to express the opinion hereinafter
set forth.
In our examination of such documents and records, we have assumed
the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and conformity with the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares
shall have been duly issued in the manner contemplated by the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of New Jersey, 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
DOCID417957A01
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 30, 1998,
included in EA Engineering, Science, and Technology, Inc.'s Form 10-K for the
year ended August 31, 1998, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Baltimore, Maryland
January 14, 1999
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of the 1995 Non-Employee Director Stock Option
Plan (the "Plan") is to recognize the valuable contributions of its
non-employee directors to the management of the Corporation's business
and affairs and to provide those directors with a means to share in the
Corporation's success.
2. Eligibility. The only individuals who shall be eligible to participate
in the Plan shall be those directors of the Corporation who are not and
have not been for the preceding twelve (12) months employees of the
Corporation (a "Director").
3. Stock. The stock subject to the options and other provisions of the
Plan shall be shares of the Corporation's common stock, par value $.01
per share, which is authorized but unissued, or reacquired common stock
(the "Common Stock"). Subject to adjustment in accordance with the
provisions of Section 5(e) hereof, the total amount of Common Stock on
which options may be granted to persons participating under the Plan
shall not exceed in the aggregate 80,000 shares.
4. Grant of Options.
(a) On the Effective Date [which will be the Annual Shareholder's
Meeting (see 6.[b] page 4 of this document)], each person who on
that date was a Director shall automatically be granted an option
to purchase 4,750 shares of Common Stock at a per share price
equal to the fair market value of the Common Stock on said
Effective Date. The fair market value per share of the Common
Stock shall be the average of the highest and lowest sale prices
in the over-the-counter market as reported by The Wall Street
Journal.
(b) Each person who becomes a Director after the Effective Date shall,
upon obtaining such status, be granted an option to purchase 4,750
shares of Common Stock at the fair market value of the Common
Stock (as defined in Section 4(a), supra) on the date such person
becomes a Director.
5. Terms and Conditions of Options. Stock options granted pursuant to the
Plan shall be evidenced by agreements in such form as the Board of
Directors shall, from time to time, approve, which agreements shall in
substance include and comply with and be subject to the following terms
and conditions:
(a) Medium and Time of Payment. The option price shall be payable in
United States dollars upon the exercise of the option and may be
paid in cash or by certified check, bank draft or money order
payable to the order of the Corporation. The option price may also
be paid in the form of shares of Common Stock already owned by the
Director, which shall be valued at the average of the highest and
lowest sale prices for the Common Stock on the over-the-counter
market on the date that the option is exercised, as reported by
the Wall Street Journal. The "date that the option is exercised"
shall be the date on which the Director delivers written notice of
exercise of the option to the Secretary of the Corporation.
(b) Expiration of Options. Each option granted under the Plan shall
expire not more than five (5) years from the date such option is
granted.
(c) Exercise of Option. Unless otherwise provided in the option
agreement, each option granted under the Plan shall be fully
vested and exercisable on the date the option is granted, and any
option granted hereunder may be exercised in whole at any time, or
in part from time to time, during its term.
(d) Termination of Service.
(i) In the event a Director ceases to be a director of the
Corporation due to death or disability, all of the options
shall immediately become fully vested and exercisable and
shall remain so for a period of one (1) year from the date of
termination of service, but in no event after their
respective expiration dates.
(ii) In the event a Director voluntarily or involuntarily ceases
to be a director of the Corporation for any reason other than
death or disability within six months after a Change in
Control, all of the Director's options shall immediately
become fully vested and exercisable and shall remain so for a
period of one (1) year from the date of termination of
service as a director, but in no event after their respective
expiration dates.
(iii)In the event a Director ceases to be a director of the
Corporation for any other reason, all of the Director's
options shall terminate immediately.
(e) Adjustments on Changes in Stock. The aggregate number of shares of
Common Stock on which options may be granted to persons eligible
to participate in the Plan, the number of shares thereof covered
by each outstanding option and the price per share thereof in each
such option, shall, subject to any required action by the
stockholders of the Corporation, be proportionately adjusted for
any increase or decrease in the number of issued shares of Common
Stock resulting from the subdivision or consolidation of shares or
other capital adjustment, or the Payment of a stock dividend, or
other increase or decrease in such shares, effected without
receipt of consideration by the Corporation; provided, however,
that no such adjustment shall be made unless and until the
aggregate effect of all such increases and decreases accruing
after the effective date of the Plan shall have increased or
decreased the number of issued shares of Common Stock by five
percent (5 %) or more; and provided, further, that any fractional
shares resulting from any such adjustment shall be eliminated.
Except as hereinbefore expressly provided, the Director shall have
no rights by reason of any subdivision or consolidation of shares
of stock of any class or the payment of any stock dividend or
other increase or decrease in the number of shares of stock of any
class or by reason of any dissolution, liquidation, merger or
consolidation or spin-off of assets or stock of another
corporation; and any issue by the Corporation of shares of stock
of any class or securities convertible into shares of stock of any
class shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common
Stock subject to the option.
The grant of an option pursuant to the Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassification, reorganizations or changes of its capital or
business structure, to merge, consolidate, dissolve or liquidate
or to transfer all or any part of its business or assets.
(f) Assignability. No option shall be assignable or transferable
except by will or by the laws of descent and distribution. During
the lifetime of a Director, an option shall be exercisable only by
him.
(g) Agreement by Director. If, at the time of the exercise of any
option, it is necessary or desirable that the Director exercising
the option shall agree that he or she will purchase the shares
that are subject to the option for investment and not with any
present intention to resell the same, the Director will, at the
request of the Board of Directors, execute and deliver to the
Corporation an agreement to such effect.
(h) Tax Withholding. The Director may remit to the Corporation at the
time of exercise of an option any taxes required to be withheld by
the Corporation under federal, state or local law as a result of
the exercise of such option. Alternatively, the Director may (i)
direct the Corporation to withhold from the shares to be received
upon such exercise the number of shares sufficient to satisfy the
applicable tax withholding requirements or (ii) deliver shares
already owned by the Director in satisfaction of the tax
withholding requirements. In either event, such shares will be
valued at the fair market value (as defined in Section) of the
Common Stock on the date of exercise of the option. If the
Director does not remit such taxes at the time of exercise of an
option, the Director will be deemed to have authorized the
Corporation to withhold such taxes in accordance with applicable
law from any cash compensation payable to him.
(i) Other Conditions. The option agreements authorized under the Plan
may contain such other provisions as the Board of Directors shall
deem advisable.
6. Certain Definitions. For purposes of the Plan, the following terms
shall have the indicated meanings:
(a) a "Change in Control" shall be deemed to have occurred if any
"person" (as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Corporation representing forty percent (40%) or more of the
combined voting power of the Corporation's then outstanding
securities.
(b) the "Effective Date" shall be the date on which the shareholders
of the Corporation approve the Plan; provided that if the
Corporation shareholders do not approve the Plan at the
Corporation's regularly scheduled 1995 Annual Shareholders Meeting
(including any and all adjournments and continuations thereof), no
options shall be awarded hereunder and this Plan shall be null and
void ab initio and shall thenceforth be without any further force
or effect whatsoever.
7. Modification of Options. Subject to the terms and conditions and within
the limitations of the Plan, the Board of Directors may modify
outstanding options (to the extent not theretofore exercised);
provided, however, that any such modifications shall be limited to
those which are not adverse to the interests of the Director or are
necessary to cause the Plan or options to comply with any applicable
legal requirements.
8. Amendment of the Plan. The Board of Directors may, from time to time,
with respect to any shares reserved under the Plan but not subject to
options, revise or amend the Plan in any respect. However, the Board of
Directors may not: (a) amend or alter the Plan to provide for the
exercise of discretion by any person with respect to the granting of
options or the number of shares on which options will be granted; or
(b) fix the option price at less than the fair market value of the
Common Stock on the date the option is granted.
9. Termination. Subject to the provisions of Section 7 hereof, the Plan
shall terminate for the purpose of granting options when options have
been granted on the total number of shares set forth in Section 3
above. Such termination shall not affect the validity of any option
then outstanding which shall continue to be governed by the Plan and
related agreement until it expires, by exercise or otherwise.
10. Employment. Nothing contained in the Plan or in any option agreement
confers upon any Director any right with respect to the continuance of
employment by the Corporation and/or any of its subsidiaries or
interferes, in any way, with the right of the Corporation or any of its
subsidiaries to terminate any employee's employment or to change his or
her compensation at any time.
11. No Rights As Shareholder. Subject to the provisions of the applicable
option, no Director shall have any right as a shareholder with respect
to any shares of Common Stock to be distributed under the Plan until
the Director becomes the holder thereof. A Director to whom Common
Stock is issued shall be considered the holder of the Common Stock at
the time of the delivery of the certificate evidencing such shares,
except as otherwise expressly provided herein.
12. Exchange Act Section 16. Transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended, or any
successor provision of similar import. To the extent any provision of
the Plan or action by the Board fails so to comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by
the Board.
13. Shareholder Approval. The Plan shall be submitted for approval by the
shareholders of the Corporation within twelve (12) months from the date
the Plan is adopted by the Board of Directors, and the effectiveness of
the Plan and the exercisability of any option granted pursuant to the
Plan are subject to the receipt of such shareholder approval.
