As filed with the Securities and Exchange Commission on: June 6, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HARDING LAWSON ASSOCIATES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0132062
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7655 Redwood Boulevard, Novato, California 94945
- ---------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
1995 Executive Stock Incentive Plan
(Full title of the plan)
Donald L. Schreuder
President and Chief Executive Officer
Harding Lawson Associates Group, Inc., 7655 Redwood Boulevard,
Novato, California 94945
(Name and address of agent for service)
(415) 892-0821
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
Title of Proposed Max. Proposed Max. Amount of
Securities to Amount to Offering Price Aggregate Registra-
be Registered be Registered Price per Share Price per Share tion Fee
Common Stock,
$.01 par value 200,000 $6.28125 (1) $1,256,250 $433.19
(1) Estimated solely for the purpose of determining the registration fee,
computed in accordance with Rule 457(h) and Rule 457(c) on the basis of
the average of the reported high and low prices for the Common Stock on
The Nasdaq National Market on June 4, 1996.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
a. Annual Report on Form 10-K for the fiscal year ended May 31, 1995 filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. Quarterly Reports on Form 10-Q for the quarters ended August 31, 1995;
November 30, 1995; and February 29, 1996;
c. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 filed on August 29, 1987 under Section 12
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold, or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law provides for the indemnification
of officers and directors under certain conditions. The Restated Certificate of
Incorporation and Bylaws of the Registrant permit indemnification of directors
and officers to the maximum extent permitted by Delaware law. The Restated
Certificate of Incorporation contains a provision which eliminates the personal
liability of directors of the Registrant for monetary damages for certain
breaches of fiduciary duty, as permitted by Section 102(b) (7) of the Delaware
General Corporation Law. The Registrant has also entered into indemnification
agreements with its executive officers and directors by which the Registrant has
agreed to provide indemnification to them under certain circumstances. The
Registrant has in effect director and officer liability insurance policies
indemnifying the Registrant and the officers and directors of the Registrant and
officers and directors of the Registrant's subsidiaries within specific limits
for certain liabilities incurred by reason of their being or having been
directors or officers. The Registrant pays the entire premium for these
policies.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits.
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;
(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.
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act 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 Section 13(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 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 of 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.
<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 Novato, California, on this 5th day of June, 1996.
HARDING LAWSON ASSOCIATES GROUP, INC.
By /s/ Donald L. Schreuder
Donald L. Schreuder
President and
Chief Executive Officer
Power of Attorney
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Donald L. Schreuder and Gregory A.
Thornton and each of them, with full power to act without the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement, 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 all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
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 dates indicated.
Signature Title Date
/s/ Donald L. Schreuder President and Chief Executive Officer 6-5-96
Donald L. Schreuder (Principal Executive Officer)
/s/ Gregory A. Thornton Vice President, Chief Financial 6-5-96
Gregory A. Thornton Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ Richard D. Puntillo Chairman of the Board of Directors 5-28-96
Richard D. Puntillo
/s/ Richard S. Harding Director and Chairman Emeritus 5-28-96
Richard S. Harding
/s/ James M. Edgar Director 6-2-96
James M. Edgar
/s/ Stuart F. Platt Director 6-4-96
Stuart F. Platt
/s/ Barton W. Shackelford Director 6-3-96
Barton W. Shackelford
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EXHIBIT INDEX
Exhibit
No. Exhibit Name
5 Opinion of Counsel; Bronson, Bronson & McKinnon
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99 1995 Executive Stock Incentive Plan
May 31, 1996
Board of Directors
Harding Lawson Associates Group, Inc.
7655 Redwood Boulevard
Novato, California 94945
Re: 1995 Executive Stock Incentive Plan (the "Plan")
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by
Harding Lawson Associates Group, Inc., formerly Harding Associates, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to 200,000 shares of the Company's common stock,
$.01 par value (the "Shares"), issuable under the Plan. As counsel to the
Company, we have examined such questions of law and such corporate records and
other documents as we have considered necessary or appropriate for the purposes
of this opinion. On the basis of the foregoing, we advise you that in our
opinion the Shares have been duly and validly authorized and, when issued and
sold in the manner contemplated by the Plan, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bronson, Bronson & McKinnon LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement
(Form S-8) pertaining to the 1995 Executive Stock Incentive Plan of Harding
Lawson Associates Group, Inc. and to the incorporation by reference therein of
our report dated July 20, 1995, with respect to the consolidated financial
statements of Harding Lawson Associates Group, Inc. included in its Annual
Report (Form 10-K) for the year ended May 31, 1995, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Walnut Creek, California
May 31, 1996
1995 EXECUTIVE STOCK INCENTIVE PLAN
Section 1. Purpose
This 1995 Executive Stock Incentive Plan (the "Plan") is intended as an
employment incentive and to encourage stock ownership by certain key officers
and employees (collectively, "Key Persons") of Harding Associates, Inc., a
Delaware corporation and its wholly owned domestic subsidiaries (collectively,
the "Company") so that they may increase their proprietary interest in the
success of the Company. In this way, the Company will be assisted in its efforts
to attract and retain highly qualified personnel and to further align the
executives' interest with that of the Company's stockholders.
Section 2. Administration
(a) The Plan shall be administered by the Compensation Committee (the
"Committee"), appointed by the Board of Directors from among the Directors,
consisting of not less than three members, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission as in effect prior to May 1, 1991 ("Old Rule
16b-3"), and, effective upon the date when reliance on Old Rule 16b-3 is no
longer permitted, each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3, or such successor rule or regulation, as then
in effect.
(b) The Committee shall have full and complete authority in its discretion
to determine, among other things, the Key Persons to whom, and the time or times
at which, shares of the Company's common stock shall be awarded, the nature,
timing, price and size of such awards, and whether the awards shall be made in
lieu of regular compensation, bonus payments, or in addition thereto. The
Committee shall have full and complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations pertaining to it, and to
make all other determinations deemed necessary or desirable for the
administration of the Plan.
Section 3. Participation in the Plan
(a) Participation in the Plan shall be limited to such Key Persons as shall
from time to time be selected by the Committee.
(b) In determining the Key Persons to whom shares of the Company's common
stock shall be granted and the number of shares to be covered by each award, the
Committee shall take into consideration current position, current salary, value
of the services rendered and expected to be rendered to the Company,
recommendations of senior management, and other relevant factors.
(c) No member of the Board of Directors who is not also an officer or
employee of the Company shall be eligible to participate in the Plan.
Section 4. Common Stock Subject to the Plan
(a) The total number of shares of the authorized common stock of the
Company that may be issued pursuant to the Plan shall be 200,000 shares, and
such shares shall be reserved for that purpose. The stock to be awarded pursuant
to the Plan may be unissued shares or treasury shares.
(b) In the event of changes in the number of shares of common stock of the
Company by reason of stock dividends, split ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares and the like, the Board of
Directors shall make such adjustments as shall be just and equitable in the
number of kind of shares reserved for award to Key Persons under the Plan and in
any other matters that relate to the stock awards and that are affected by the
changes referred to above.
<PAGE>
Section 5. Securities Law Considerations
Neither the Plan nor the Company shall be obligated to issue any shares of
common stock pursuant to the Plan at any time unless and until all applicable
requirements imposed by any federal and state securities and other laws, rules
and regulations, by any regulatory agencies, or by any stock exchange upon which
the common stock may be listed, have been fully met. As a condition precedent to
any issuance of shares of common stock and delivery of certificates evidencing
such shares pursuant to the Plan, the Committee may require a Key Person to take
such action and to make any such representation as the Committee in its
discretion deems necessary or advisable to insure compliance with such
requirements. Key Persons are responsible for complying with all applicable
federal and state securities and other laws, rules and regulations in connection
with any offer, sale or other transfer of the shares of the common stock issued
pursuant to the Plan or any interest therein.
Section 6. Amendment
The Board of Directors has the right at any time and from time to time to
amend or modify the Plan, except that (a) no such amendment or modification
shall revoke or alter the terms of any stock award previously awarded in
accordance with the Plan, without the consent of the holder of the stock, and
(b) to the extent required for the Plan to comply or maintain compliance with
Old Rule 16b-3 or any successor rule or regulation, such amendment or
modification shall be subject to stockholder approval.
Section 7. Withholding Taxes
All taxes, if any, required to be withheld and payable with respect to the
award of stock will be deducted from the Key Person's salary. If at any time
such amounts are not adequate to cover taxes required to be withheld, the
participant shall make adequate and timely arrangement with the Company for the
payment of the excess as a condition of such award.
Section 8. Effectiveness of the Plan
The Plan shall become effective on the date the stockholders of the Company
approve the Plan by the affirmative votes of holders of a majority of the shares
present in person or represented by proxy and entitled to vote at a duly held
meeting of stockholders. The Plan will terminate ten (10) years after the
effective date unless sooner terminated by the Board.
