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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GZA GeoEnvironmental Technologies, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 04-3051642
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
320 Needham Street, Newton Upper Falls 02164
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(Address of principal executive offices) (Zip Code)
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
RESTATED 401(k) PROFIT SHARING PLAN AND TRUST
1989 INCENTIVE STOCK OPTION PLAN
1989 NON-QUALIFIED STOCK OPTION PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
1995 STOCK INCENTIVE PLAN
(Full titles of the plans)
Andrew P. Pajak
Chief Executive Officer
GZA GeoEnvironmental Technologies, Inc.
320 Needham Street
Newton Upper Falls, MA 02164
(617) 969-0500
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Robert W. Sweet, Jr., Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 200,000 $2.85 (2) $ 570,000(2) $173 (2)
(par value $.01) shares(1)
Common Stock 256,278 $5.25 (4) $1,345,460(4) $408 (4)
(par value $.01) shares (3)
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Common Stock 253,722 $2.85(2) $ 723,108(2) $220(2)
(par value $.01) shares(5)
Common Stock 10,000 $5.25(4) $ 52,500(4) $ 16(4)
(par value $.01) shares(6)
Common Stock 5,000 $2.85(2) $ 14,250(2) $ 5(2)
(par value $.01) shares(7)
Common Stock 100,000 $2.444(9) $ 244,400(9) $ 75(9)
(par value $.01) shares(8)
Common Stock 173,048 $2.85(2) $ 493,187(2) $150(2)
(par value $.01) shares(10)
<FN>
(1) Shares issuable pursuant to the Restated 401(k) Profit Sharing Plan and
Trust.
(2) Estimated pursuant to Rule 457(c) and (h) based on the average of the high
and low sale prices of the Common Stock as reported by the Nasdaq National
Market ("Nasdaq NMS") on April 1, 1997.
(3) Shares issuable upon exercise of options outstanding under the 1989
Incentive Stock Option Plan.
(4) Estimated pursuant to Rule 457 (c) and (b) based on the exercise price of
the outstanding options.
(5) Shares available for future grants of options under the 1989 Incentive
Stock Option Plan.
(6) Shares issuable upon exercise of options outstanding under the 1989
Non-Qualified Stock Option Plan.
(7) Shares available for future grants of options under the 1989 Non-Qualified
Stock Option Plan.
(8) Shares issuable pursuant to the 1992 Employee Stock Purchase Plan, as
amended.
(9) Estimated pursuant to Rule 457(c) and (h) based on 85% of the average of
the high and low sale prices of the Common Stock as reported on Nasdaq NMS
on April 1, 1997.
(10) Shares issuable pursuant to the 1995 Restricted Stock Plan.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
This Registration Statement covers 938,048 shares of common stock, $.01 par
value ("Common Stock"), including (a) 200,000 shares issuable pursuant to the
Registrant's Restated 401(k) Profit Sharing Plan and Trust, which are in
addition to the 125,000 shares of Common Stock already covered by the
Registrant's registration statement on Form S-8, File No. 33-75688; (b) 510,000
shares issuable pursuant to the Registrant's 1989 Incentive Stock Option Plan,
(c) 15,000 shares issuable pursuant to the Registrant's 1989 Non-Qualified
Stock Option Plan; (d) 100,000 shares issuable pursuant to the Registrant's
1982 Employee Stock Purchase Plan, which are in addition to the 120,000 shares
already covered by the Registrant's registration statement on Form S-8, File
No. 33-63940; and (e) 173,048 shares issuable pursuant to the Registrant's
1995 Restricted Stock Plan. The contents of the Company's registration
statements on Form S-8, File Nos. 33-75688 and 33-63940, are incorporated
herein by reference.
In addition, the following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K in respect of its fiscal
year ended February 29, 1996, filed with the Commission on or about
May 24, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q in respect of the
fiscal quarter ended May 31, 1996, filed with the Commission on or
about July 15, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q in respect of the
fiscal quarter ended August 31, 1996, filed with the Commission on or
about October 15, 1996;
(d) The Registrant's Quarterly Report on Form 10-Q in respect of the
fiscal quarter ended November 30, 1996, filed with the Commission on
or about January 14, 1997; and
(e) The description of the Registrant's Common Stock contained in its
registration statement on Form 8-A, File No. 0-13965, as declared
effective by the Commission under Section 12 of the Securities
Exchange Act of 1934 on July 24, 1989, including any amendment or
description filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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
also be deemed to be incorporated by reference in this registration statement
and to be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides that a corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
(b) Reference is made to Article 9 of the Restated Certificate of
Incorporation of the Company filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-l, File No. 33-29369, as declared effective by the
Commission on July 27, 1989 (the "1989 S-1 Registration Statement") and
incorporated herein by reference, for applicable provisions regarding the
indemnification of directors and officers.
(c) Reference is made to Article VI of the By-Laws of the Company filed as
Exhibit 3.2 to the 1989 S-1 Registration Statement and incorporated herein by
reference, for applicable provisions regarding the indemnification of directors
and officers.
(d) Reference is made to the Indemnification Agreements between the Company
and each of its directors and executive officers, a form of which is included as
Exhibit 10.1 to the 1989 S-1 Registration Statement and incorporated herein by
reference, which Agreements provide for indemnification by the Company of such
directors and executive officers.
(e) The Company maintains an executive risk insurance policy which insures
the directors and officers of the Company, the directors and officers of its
subsidiaries and affiliates, and the fiduciaries of its 401(k) Plan against
certain risks they may incur by reason of their services in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5.1 Opinion of Counsel
10.1 GZA GeoEnvironmental Technologies, Inc. Restated 401(k) Profit
Sharing Plan and Trust, with all amendments thereto. (Incorporated by
reference to Exhibit 4.1 to the Registrant's registration statement on
Form S-8, File No. 33-75688.)
10.2 1989 Incentive Stock Option Plan. (Incorporated by reference to
Exhibit 10.6 to the Registrant's registration statement on Form S-l,
File No. 33-29369 (the "1989 S-1 Registration Statement"). On July
12, 1994, the stockholders of the Registrant approved an amendment
to Section 3 of the Plan to increase the number of shares issuable
thereunder from 310,000 to 510,000.)
10.3 1989 Non-Qualified Stock Option Plan. (Incorporated by reference to
Exhibit 10.7 to the 1989 S-1 Registration Statement.
10.4 1992 Employee Stock Purchase Plan. (incorporated by reference to
Exhibit 4.1 to the Registrant's registration statement on Form S-8,
File No. 33-63940. On July 11, 1995, the stockholders of the
Registrant approved an amendment to Section 12 of the Plan to increase
the number of shares issuable thereunder from 120,000 to 220,000.)
10.5 1995 Stock Incentive Plan. (incorporated by reference to Exhibit 10.35
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1995.)
24.1 Consent of Independent Accountants
24.3 Consent of Counsel (included in Exhibit 5.1)
25.1 Powers of Attorney (contained on the signature page)
ITEM 9. UNDERTAKINGS.
1. 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) 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 2(a)(1)(i) and 2(a)(1)(ii) do not apply
if 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 Securities Exchange Act of 1934
that are incorporated by reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act 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.
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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 the City of Newton, Commonwealth of Massachusetts, on this 1st
day of April, 1997.
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Joseph P. Hehir
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Joseph P. Hehir
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Donald T. Goldberg, Andrew P. Pajak and Joseph P.
Hehir, 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all 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 he may deem necessary or advisable to be done in connection with this
Registration Statement, 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.
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/ Andrew P. Pajak Chief Executive Officer (Principal April 1, 1997
- -------------------------- Executive Officer) and Director
Andrew P. Pajak
/s/ Joseph P. Hehir Chief Financial Officer and Treasurer April 1, 1997
- -------------------------- (Principal Financial Officer and
Joseph P. Hehir Principal Accounting Office)
/s/ Donald T. Goldberg Chairman of the Board April 1, 1997
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Donald T. Goldberg
/s/ M. Joseph Celi Director April 1, 1997
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M. Joseph Celi
/s/ Timothy W. Devitt Director April 1, 1997
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Timothy W. Devitt
/s/ Lawrence Feldman Director April 1, 1997
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Lawrence Feldman
/s/ Paul F. Gorman Director April 1, 1997
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Paul F. Gorman
/s/ Joseph D. Guertin, Jr. Director April 1, 1997
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Joseph D. Guertin, Jr.
/s/ Lewis Mandell Director April 1, 1997
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Lewis Mandell
Director April 1, 1997
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Thomas W. Philbin
/s/ Irvine G. Reinig II Director April 1, 1997
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Irvine G. Reinig II
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EXHIBIT 5.1
April 1, 1997
GZA GeoEnvironmental Technologies, Inc.
320 Needham Street
Newton Upper Falls, MA 02164
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today with the Securities and Exchange Commission
by GZA GeoEnvironmental Technologies, Inc., a Delaware corporation (the
"Company") relating to 953,048 shares of the Company's common stock, $.01 par
value ("Common Stock"), including (a) 200,000 shares issuable pursuant to the
Company's Restated 401(k) Profit Sharing Plan and Trust; (b) 510,000 shares
issuable pursuant to the Company's 1989 Incentive Stock Option Plan, (c)
15,000 shares of Common Stock issuable pursuant to the Company's 1989
Non-Qualified Stock Option Plan; (d) 100,000 shares issuable pursuant to the
Company's 1982 Employee Stock Purchase Plan; and (e) 173,048 shares issuable
pursuant to the Company's 1995 Restricted Stock Plan (collectively, the
"Plans").
We are familiar with the Company's Certificate of Incorporation, its
By-Laws, the records of all meetings and consents of its Board of Directors and
of its stockholders, and its stock records. We have examined such other records
and documents as we deemed necessary or appropriate for purposes of rendering
this opinion.
Based upon the foregoing, we are of the opinion that (a) the Company
has corporate power adequate for the issuance in the manner set forth in the
S-8 Registration Statement of the shares of its Common Stock issued or to be
issued pursuant to the Plans and offered pursuant to the S-8 Registration
Statement, (b) the Company has taken all necessary corporate action required to
authorize the issuance and sale of such shares and (c) when certificates for
such shares have been duly executed and countersigned, and (where applicable)
delivered against due receipt of the exercise price for such shares as
described in the Plans, such shares will be validly and legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
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Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated May 6, 1996 on our audit of the consolidated
financial statements of GZA GeoEnvironmental Technologies, Inc. (the "Company")
and its subsidiaries and affiliate as of February 29, 1996 and for the year than
ended, included in the Company's 1996 Annual Report to Shareholders, which
report is incorporated by reference in the Company's Annual Report on Form 10-K
in respect of the fiscal year ended February 29, 1996 (the "1996 Report on Form
10-K").
We also consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated May 6, 1996 on our audit of the
consolidated financial statement schedules of the Company and its subsidiaries
and affiliate as of February 29, 1996 and for the fiscal year then ended, which
report is included in the Company's 1996 Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 1, 1997
