<PAGE>
As Filed With the Securities and Exchange Commission
on June 26, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECOLOGY AND ENVIRONMENT, INC.
(Exact name of issuer as specified in its charter)
New York 16-0971022
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
368 Pleasant View Drive
Lancaster, New York 14086 (716) 684-8060
(Address of principal executive offices) (Telephone number of
principal executive offices)
ECOLOGY AND ENVIRONMENT, INC.
401(k) PLAN
(Full title of the plan)
Gerhard J. Neumaier, President
ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, New York 14086
(Name and address of agent for service)
(716) 684-8060
(Telephone number, including area code, of agent for service)
Copies to:
David H. Alexander, Esq. Ronald L. Frank, Executive V.P.
Gross, Shuman, Brizdle & Gilfillan, P.C. Ecology and Environment, Inc.
465 Main Street, Suite 600 368 Pleasant View Drive
Buffalo, New York 14203 Lancaster, New York 14086
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CALCULATION OF REGISTRATION FEE
_____________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
_____________________________________________________________________
Class A
Common Stock,
$.01 par
value 200,000 $7.875 $1,575,000 $477.27
(1) This calculation which is made solely for the purpose of determining
the amount of the registration fee, is made pursuant to Rule 457 and is
based on a price of $7.875 per share, the average of the high and low price
of a share of common stock on June 23, 1997, as reported on the American
Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Ecology and Environment, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference as of their respective
dates:
(1) The Company's Annual Report on Form 10-K for the year ended
July 31, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 26, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 25, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 26, 1997.
(5) The description of the Common Stock of E & E in the Registration
Statement on Form 10 filed pursuant to the Exchange Act and all
amendments and reports for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
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 herein and to be a part hereof from the date of
filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
The Company currently has purchased officers and directors
liability insurance. Subject to a $75,000 corporate reimbursement, the
policy will cover certain claims against officers and directors of the
Company up to $5,000,000. Paragraph EIGHTH of the Company's Certificate of
Incorporation eliminates a director's personal liability to the Company or
its shareholders for damages for breach of fiduciary duty as a director to
the fullest extent permitted by New York law.
The New York Business Corporation Law generally provides that a
corporation may indemnify a person who was made a party to any threatened
or pending proceeding (including a lawsuit) by reason of his position if he
acted in good faith and in a manner he reasonably believed to be in the
best interests of the corporation, and in certain cases may advance
expenses incurred in defending any proceeding. To the extent that a
director or officer is successful on the merits in any proceeding as to
which such person is to be indemnified, the corporation must indemnify him
against all expenses incurred, including attorney's fees. With respect to
a derivative action, indemnity may be made only with Court approval where
the person seeking indemnification has been found liable for gross
negligence or misconduct in the performance of his duty.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See List of Exhibits at Page 9
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;
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(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.
(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 15(d) of the Securities Exchange Act of 1934 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
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.
* * * * * * * * * * * * *
<PAGE>
(h) 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.
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 the Town of Lancaster, State
of New York on the 26th day of June, 1997.
ECOLOGY AND ENVIRONMENT, INC.
By: /s/ Gerhard J. Neumaier
Gerhard J. Neumaier,
President
<PAGE>
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.
Signature Title Date
/s/ Gerhard J. Neumaier President June 26, 1997
Gerhard J. Neumaier (Chief Executive
Officer and Director)
/s/ Frank B. Silvestro Executive June 26, 1997
Frank B. Silvestro Vice-President
/s/ Gerald A. Strobel Executive June 26, 1997
Gerald A. Strobel Vice-President
/s/ Ronald L. Frank Secretary, June 26, 1997
Ronald L. Frank Treasurer, Executive
Vice-President of
Finance
(Principal Financial
and Accounting
Officer)
/s/ Gerard A. Gallagher, Jr. Senior Vice June 26, 1997
Gerard A. Gallagher, Jr. President of
Special Projects
and Director
/s/ Ralph Bookbinder Director June 26, 1997
Ralph Bookbinder
/s/ Harvey J. Gross Director June 26, 1997
Harvey J. Gross
/s/ Ross M. Cellino Director June 26, 1997
Ross M. Cellino
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Lancaster, State of New York, on June 26, 1997.
ECOLOGY AND ENVIRONMENT, INC.
401(k) PLAN
By: ECOLOGY AND ENVIRONMENT, INC.
401(k) PLAN COMMITTEE
Plan Administrator
By: /s/ Ronald L. Frank
Ronald L. Frank,
Committee Member
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
<S> <C> <C>
5 Opinion and consent of Gross, 10
Shuman, Brizdle & Gilfillan, P.C.
24(a) Consent of Price Waterhouse, LLP 11
24(b) Consent of Gross, Shuman, Brizdle
& Gilfillan, P.C. is included in
the Opinion filed as Exhibit 5
to this Registration Statement
99 Internal Revenue Service Determination
Letter dated September 1, 1994 12
</TABLE>
June 26, 1997
Ecology and Environment, Inc.
368 Pleasant View Drive
Lancaster, New York 14086
Gentlemen:
As counsel for Ecology and Environment, Inc. (herein called the
"Corporation") and as attorneys duly admitted to practice in the State of
New York, we have reviewed the Certificate of Incorporation, By-Laws and
Minutes of the Corporation, the records of the proceedings by which the
Corporation was organized, the records of proceedings by which shares of
its Common Stock have, from time to time, been issued and the procedure by
which the Ecology and Environment, Inc. 401(k) Plan (herein called the
"Plan") was authorized and adopted by the Board of Directors.
We have also reviewed such documents and records as we have deemed
necessary to enable us to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
New York; and
2. The shares of Class A Common Stock, $.01 par value,
outstanding on the date hereof which may be purchased by the Plan and
delivered to the participants pursuant to the Plan will be, when purchased
and delivered in accordance with the Plan which are subject to this
registration, will be legally issued, fully paid and non-accessable.
We hereby consent to the use of our name in the Registration
Statement as counsel who has passed upon the legality of the shares of
Common Stock that may be issued and sold under the Plan, and to the use of
this opinion as part of the Registration Statement as required by Section 7
of the Securities Act of 1933, as amended.
Very truly yours,
David H. Alexander, Esq.
cc: Mr. Gerhard J. Neumaier
Exhibit 23 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated October 2, 1996,
appearing on page 17 of Ecology and Environment, Inc.'s Annual Report on
Form 10-K for the year ended July 31, 1996.
Price Waterhouse, LLP
Buffalo, New York
June 26, 1997
INTERNAL REVENUE SERVICE
Plan Description: Prototype Standardized Profit Sharing Plan with CODA
FFN: 50217120001-003 Case: 9401455 EIN: 13-5673135
BPO: 01 Plan: 003 Letter Serial No. 0262553a
Department of the Treasury
Washington, DC 20224
Person to Contact: Ms. Arrington
Telephone Number: (202) 622-8380
Refer Reply to: CP:E:EP:Q:O
Date: 09/01/94
Dreyfus Corp.
200 Park Avenue
New York, NY 10166
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
Section 401 of the Internal Revenue Code for use by employers for the
benefit of their employees. This opinion relates only to the acceptability
of the form of the plan under the Internal Revenue Code. It is not an
opinion of the effect of other Federal or Local statues.
You must furnish a copy of this letter to each employer who adopts this
plan. You are also required to send a copy of the approved form of the
plan, any approved amendments and related documents to each Key District
Director of Internal Revenue Service in whose jurisdiction there are
adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will
not issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
section 401(a) (16) if: (1) an employer ever maintained another qualified
plan for one or more employees who are covered by this plan, other than a
specified paired plan within the meaning of section 7 of Rev. Proc. 89-9,
1989-1 C.B. 780; or (2) after December 31, 1985, the employer maintains a
welfare benefit fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts for key
employees as defined in Code section 419(d) (3).
An employer that has adopted a standardized plan may not rely on this
opinion letter with respect to: (1) whether any amendment or series of
amendments to the plan satisfies the non discrimination requirements of
section 1.401(a) (4) -5(a) of the regulations, except with respect to plan
<PAGE>
amendments granting past service that met the safe harbor described in
section 1.401(a) (4) -5(a) (5) and are not part of a pattern of amendments
that significantly discriminates in favor of highly compensated employees;
or (2) whether the plan satisfies the effective availability requirement of
section 1.401(a) (4)-4(c) of the regulations with respect to any benefit,
right or feature.
An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.
