<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000
-----------------
(mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Transition Period from _________________ to _____________________
Commission File No. 0-17882
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3051642
(State of Incorporation) (I.R.S. Employer Identification No.)
320 NEEDHAM STREET, NEWTON UPPER FALLS, MASSACHUSETTS 02464
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 969-0050
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common stock, par value $.01
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------------------- -----------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Number of Shares of Common Stock
outstanding at May 31, 2000 4,203,122
---------
The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant (i.e., stockholders who are not directors or
officers of the registrant and are not otherwise persons who control or are
controlled by or under common control with the registrant) was $22,228,470 as of
May 31, 2000.
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Part III of the Registrant's Annual Report on Form 10-K is hereby amended
by deleting the text thereof in its entirety and substituting the following.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information concerning each director
and executive officer of the Company currently in office.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL AGE PRINCIPAL POSITION
------------------ --- ------------------
<S> <C> <C>
Donald T. Goldberg(1)(2).................................. 72 Chairman of the Board of Directors
Andrew P. Pajak........................................... 50 Director, President and Chief Executive Officer of
the Company
M. Joseph Celi............................................ 66 Director and Executive Vice President of the
Company
John E. Ayres............................................. 63 Executive Vice President--Business Development of
the Company
William E. Hadge.......................................... 44 Director of the Company; Senior Vice President of
GZA GeoEnvironmental, Inc. ("GZA GeoEnvironmental")
Joseph P. Hehir........................................... 55 Executive Vice President, Chief Financial Officer
and Treasurer of the Company
William R. Beloff......................................... 50 Executive Vice President of the Company
Lewis Mandell(1).......................................... 57 Director
Thomas W. Philbin(1)...................................... 60 Director
Timothy W. Devitt(2)...................................... 55 Director
David B. Perini(2)........................................ 63 Director
Rose Ann Giordano......................................... 61 Director
</TABLE>
----------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Donald T. Goldberg has served as Chairman of the Company's Board of
Directors since 1989. Mr. Goldberg also served as the Company's Chief Executive
Officer from 1989 to 1995, and as President of GZA GeoEnvironmental from 1966 to
1990 and from 1992 to 1993.
Andrew P. Pajak has been a director, Chief Executive Officer and President
of the Company since 1996. Mr. Pajak was Executive Vice President of Michael
Baker Corporation, an engineering, construction and operations and maintenance
services firm, from 1993 to 1996, and President and Chief Executive Officer of
Baker Environmental, Inc., a wholly-owned subsidiary of Michael Baker
Corporation, from 1990 to 1996.
M. Joseph Celi has been a director and Executive Vice President of the
Company since 1991. In 1997, Mr. Celi was also appointed to the position of
Regional Operating Officer, Great Lakes and Southern Regions of GZA
GeoEnvironmental. Mr. Celi also is responsible for the Company's Brownfields
development effort.
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John E. Ayres has been Executive Vice President--Business Development of
the Company since 1992. Mr. Ayres joined the Company in 1966.
William E. Hadge has been a director of the Company since July 1997. Mr.
Hadge joined the Company in 1979 and has served as a Senior Vice President of
GZA GeoEnvironmental since 1993.
Joseph P. Hehir has been the Chief Financial Officer and Treasurer of the
Company since 1993 and an Executive Vice President of the Company since 1998.
Mr. Hehir has been Treasurer of GZA GeoEnvironmental since 1989 and was a Senior
Vice President of GZA GeoEnvironmental from 1990 to 1995. Mr. Hehir joined the
Company in 1981.
William R. Beloff was appointed Executive Vice President of the Company in
1998. Mr. Beloff has held the position of Regional Operating Officer, Northeast
Region, of GZA GeoEnvironmental since 1997. Mr. Beloff joined GZA
GeoEnvironmental in 1973.
Lewis Mandell has been a director of the Company since 1991. Dr. Mandell
has been Dean of the School of Management at the University of Buffalo since
1998. Dr. Mandell was Dean of the Business School of, and a professor of finance
at, Marquette University, from 1995 to 1998. He also serves as a director of the
Variable Annuities of Travelers Corporation and Delaware North Corporation.
Thomas W. Philbin has been a director of the Company since 1993. Dr.
Philbin has been the President and a director of HEC., Inc., an energy
conservation consulting firm, since 1991 and Vice President of Energy Services
of Northeast Utilities since 1999.
Timothy W. Devitt has been a director of the Company since 1993. Mr. Devitt
has been Senior Vice President of PHB Hagler Bailly, Inc., a management
consulting firm, since 1998. Mr. Devitt was Managing Director of Putnam, Hayes &
Bartlett, Inc., an economic and management consulting firm, from 1991 to 1998.
David B. Perini has been a director of the Company since 1998. Mr. Perini
retired as director and Chairman of Perini Corporation, a general contracting
services firm in July 1999. Mr. Perini served as President and Chief Executive
Officer of Perini Corporation from 1972 until 1998, and also has served as Vice
President and General Counsel of Perini Corporation.
Rose Ann Giordano has been a director of the Company since 1998. Ms.
Giordano has been Vice President, Internet Service Provider Business Group of
Compaq Computer Corporation since 1997. Ms. Giordano also served as Vice
President, Internet Business Group of Digital Equipment Corporation from 1994 to
1997.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended February 29, 2000 ("fiscal 2000"), the Board
of Directors of the Company met nine times. No director attended fewer than 80
percent of the meetings of the Board of Directors and of the committees on which
he or she served.
The Board of Directors has an Audit Committee, which confers with the
Company's independent public accountants concerning the scope of their
examinations of the Company's financial statements, the Company's accounting
policies and internal accounting controls and the results of the independent
public
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accountants' audit examination, and recommends the selection of the Company's
independent public accountants to the Board of Directors. The Committee's duties
do not include accounting or auditing functions, which are the responsibility of
the Company's officers and its independent public accountants. The Audit
Committee met four times in fiscal 2000. The current Audit Committee members are
Messrs. Mandell and Philbin, neither of whom is an employee of the Company and
Mr. Goldberg, who was a consultant to the Company in fiscal 2000.
The Board of Directors has a Compensation Committee, which oversees
compensation policy, executive salaries, profit sharing, stock options, employee
stock purchase and other benefit and incentive compensation plans and employment
contracts. In fiscal 2000, the Compensation Committee met four times. The
current Compensation Committee members are Messrs. Devitt and Perini, neither of
whom is an employee of the Company, and Mr. Goldberg, who was a consultant to
the Company in fiscal 2000. See "Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions."
The Board has no other standing committees.
DIRECTORS' COMPENSATION
During fiscal 2000, Ms. Giordano and Messrs. Devitt, Mandell, Philbin and
Perini, were paid an annual retainer of $3,000 plus, in each case, $1,000 for
each Board meeting attended, plus expenses incurred in attending all such
meetings. Non-employee directors also may be compensated at the rate of $1,000
per day and receive reimbursement for travel and other expenses for
Board-related activities. In addition, each member of the Company's Compensation
Committee and Audit Committee, other than Mr. Goldberg, is compensated at the
rate of $750 per quarter and receives reimbursement for travel and other
expenses. Ms. Giordano, and Messrs. Devitt, Mandell, Perini and Philbin received
$11,000, $15,500, $14,500, $14,500 and $13,500, respectively, plus reimbursable
expenses, for such activities during fiscal year 2000. Each non-employee
director also may provide management consulting services to the Company, for
which they are compensated at a rate of $150 per hour plus expenses. Ms.
Giordano and Messrs. Devitt, Perini and Philbin received $3,040, $3,675, $5,775
and $3,600 respectively, plus expenses, for such services in fiscal 2000. In
addition, in April 2000, each non-employee director, other than Mr. Goldberg,
was granted 1,000 shares of Common Stock, subject to certain transfer
restrictions, in connection with his or her service on the Board of Directors.
On March 16, 1998, the Company entered into a consulting agreement with Mr.
Goldberg pursuant to which, as compensation for his services as a director and
consultant to the Company, Mr. Goldberg received a retainer of $6,250 per month,
plus reimbursement for actual out-of-pocket expenses. Beginning September 1,
1999, the monthly retainer was reduced to $4,167 per month. In addition, Mr.
Goldberg may be compensated at the rate of $125 per hour for professional
engineering services on specific technical projects at the request of the
Company. During fiscal 2000, Mr. Goldberg received an aggregate of $66,749 for
all services rendered by him to the Company.
Directors who are employees of the Company are not compensated separately
for serving as directors.
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table. The following table provides certain summary
information concerning compensation paid to the Company's Chief Executive
Officer and President and its four other most highly compensated executive
officers who were in office on February 29, 2000 (collectively, the "Named
Executive Officers") for the fiscal years ended February 29, 2000, and
February 28, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
--------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND ------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS($) OPTIONS(#) COMPENSATION ($)(1)
------------------ ---- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Andrew P. Pajak 2000 $199,556 $15,000 36,200 $ 7,905
Chief Executive Officer 1999 193,003 23,467 -- -- 9,028
and President 1998 193,003 27,146 -- -- 22,470
M. Joseph Celi 2000 153,436 10,000 28,750 13,591
Executive Vice 1999 151,133 13,964 -- -- 14,045
President-Remediation 1998 151,133 10,185 -- -- 12,016
Services;
Richard M. Simon 2000 146,023 9,751 17,000 7,186
Executive Vice 1999 142,002 20,510 -- -- 9,306
President-Professional 1998 142,002 12,427 -- -- 7,969
Practice of the
Company and of GZA
GeoEnvironmental (2)
John E. Ayres 2000 142,960 14,156 17,000 9,676
Executive Vice 1999 141,045 23,110 -- -- 12,875
President-Business 1998 141,045 5,941 -- -- 11,250
Development of the
Company and of GZA
GeoEnvironmental
William R. Beloff 2000 160,504 32,884 28,750 7,626
Executive Vice 1999 140,005 28,926 -- -- 8,309
President of GZA 1998 134,763 17,000 -- -- 6,747
GeoEnvironmental
</TABLE>
-------------------------
(1) Amounts shown consist of the Company's contribution under the Company's
401(k) Profit Sharing Plan and the value of employer-paid premiums for term
life insurance programs. The Company's contributions under the 401(k)
Profit Sharing Plan in fiscal 2000 were as follows: Mr. Pajak, $6,389; Mr.
Celi, $6,034; Mr. Simon $5,670; Mr. Ayres, $5,632 and Mr. Beloff, $6,110.
The value of employer-paid premiums for term life insurance paid by the
Company in fiscal 2000 were as follows: Mr. Pajak, $1,516; Mr. Celi,
$7,557; Mr. Simon, $1,516; Mr. Ayres, $4,044 and Mr. Beloff, $1,516.
The Company's contributions under the 401(k) Profit Sharing Plan in fiscal
1999 were as follows: Mr. Pajak, $7,369; Mr. Celi, $7,229; Mr. Simon,
$6,792; Mr. Ayres, $6,746 and Mr. Beloff, $6,650. The value of
employer-paid premiums for term life insurance paid by the Company in
fiscal 1999 were as follows: Mr. Pajak, $1,659; Mr. Celi, $6,816; Mr.
Simon, $2,514; Mr. Ayres, $6,129 and Mr. Beloff, $1,659.
(2) Mr. Simon resigned from his employment by the Company, effective
June 16, 2000.
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The Company's contributions under the 401(k) Profit Sharing Plan in fiscal
1998 were as follows: Mr. Pajak, $6,400; Mr. Celi, $6,400; Mr. Simon, $5,665;
Mr. Ayres, $5,634 and Mr. Beloff, $5,355. The value of employer-paid premiums
for term life insurance paid by the Company in fiscal 1998 were as follows: Mr.
Pajak, $1,392; Mr. Celi, $5,616; Mr. Simon, $2,304; Mr. Ayres, $5,616 and Mr.
Beloff, $1,392.
Option Grants in Last Fiscal Year. The following table sets forth certain
information concerning stock options granted during fiscal 2000 to the Named
Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
----------------------------------------------------------- Value at Assumed
Percentage Annual Rate of
Number of of Total Stock Price Appreciation
Securities Options Granted for Option Term
Underlying to Employees Exercise Expiration -----------------------
Name Options Granted in Fiscal Year Price Date(1) 5% 10%
--------------- --------------- --------------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Andrew P. Pajak 22,000 (2) 7.7% $4.13 March 1, 2003 $ 16,931 $ 36,078
14,200 (3) 5.0 4.13 March 1, 2003 10,928 23,286
M. Joseph Celi 22,000 (2) 7.7 4.13 March 1, 2003 16,931 36,078
6,750 (3) 2.4 4.13 March 1, 2003 5,195 11,069
Richard M. Simon 17,000 (2) 5.9 4.13 March 1, 2003 13,083 27,878
John E. Ayres 17,000 (2) 5.9 4.13 March 1, 2003 13,083 27,878
William R. Beloff 22,000 (2) 7.7 4.13 March 1, 2003 16,931 36,078
6,750 (3) 2.4 4.13 March 1, 2003 5,195 11,069
</TABLE>
--------------
(1) All options vest on June 1, 2002 and expire nine months thereafter.
(2) Incentive stock option.
(3) Nonqualified stock option.
Option Exercises and Fiscal Year-End Values. The following table sets forth
certain information concerning stock options exercised during fiscal 2000 and
stock options held as of February 29, 2000 by each of the Named Executive
Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END($)(1)(2)
ON VALUE -------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
---- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Andrew P. Pajak -- -- 60,000 51,200 $60,000 $28,575
M. Joseph Celi -- -- 13,400 28,750 13,400 10,781
Richard M. Simon (2) -- -- 6,200 17,000 6,200 6,375
John E. Ayres -- -- -- 17,000 -- 6,375
William R. Beloff -- -- 3,200 28,750 4,000 10,781
</TABLE>
--------------------
(1) Value is based on the last sale price of the Common Stock ($4.50 per share)
on February 29, 2000, as reported by the Nasdaq National Market, less the
applicable option exercise price. These values have not been and may never
be realized. Actual gains upon exercise, if any, will depend on the value
of the Common Stock on the date of the sale of the shares.
(2) In connection with Mr. Simon's June 16, 2000 resignation from his
employment by the Company, the Compensation Committee of the Board of
Directors accelerated full vesting of Mr. Simon's outstanding options.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee currently consists of Messrs. Devitt,
Goldberg and Perini. Messrs. Devitt and Perini are not, nor have they ever been,
officers or employees of the Company or of any of its subsidiaries. Mr.
Goldberg, who was elected to the Compensation Committee in October 1995, was
employed by the Company as its Chief Executive Officer until his retirement in
September 1995. Mr. Goldberg was employed by the Company on a part-time basis
from September 1997 to February 1998. Since March 1998, Mr. Goldberg has been a
consultant to the Company. See "Election of Directors -- Directors'
Compensation." There are no family relationships among the executive officers or
directors of the Company.
The Company's principal facility in Newton Upper Falls, Massachusetts is
leased from Donald T. Goldberg, Chairman of the Board of the Company and William
S. Zoino, a beneficial owner of more than five percent of the outstanding Common
Stock of the Company. Mr. Goldberg and Mr. Zoino own the property as tenants in
common. Rental payments to Messrs. Goldberg and Zoino aggregated $714,000 for
fiscal 2000.
The Company's Providence, Rhode Island facility is leased from GZRI
Associates, a Rhode Island general partnership whose partners are Messrs.
Goldberg and Zoino and four others, Michael A. Powers, Frank W. Clark, David R.
Carchedi and Nicholas A. Campagna, all current employees of GZA
GeoEnvironmental. Lease payments to GZRI Associates totaled $80,000 in fiscal
2000.
The Company believes that the foregoing leases were entered into on terms
no less favorable to the Company than could reasonably have been obtained in
arm's-length transactions with independent third parties.
The Company provides geotechnical design, instrumentation and consulting
services, on a contracting and subcontracting basis, to Perini Corporation and
other clients affiliated with or engaged in joint ventures with Perini
Corporation. David B. Perini, a director of the Company, is the Chairman of the
Board of Directors of Perini Corporation. In fiscal 2000, the Company billed an
aggregate of $2.7 million for services provided to Perini Corporation and
clients affiliated with Perini Corporation.
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AGREEMENTS WITH EXECUTIVE OFFICERS
Each of Messrs. Pajak, Simon, Ayres, Celi, Beloff, Hadge and Hehir
entered into a Non-Competition and Non-Disclosure Agreement with the Company
that provides, among other things, that following the termination of his
employment, and provided that he complies with certain non-competition
covenants set forth in the agreement, he may be entitled to receive, for a
period of up to twelve months following such termination, his base salary and
certain other benefits. Mr. Simon resigned from his employment by the Company,
effective June 16, 2000. The Company has not elected to enforce the
non-competition covenant of his Non-Competition and Non-Disclosure Agreement
and accordingly will not make the specified payments to Mr. Simon.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of May 31, 2000 by (i)
each person or group known to the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock; (ii) each of the Company's
directors; (iii) each of the Named Executive Officers and (iv) all directors and
executive officers of the Company as a group. The information as to each person
has been furnished by such person.
<TABLE>
<CAPTION>
NAMES AND ADDRESSES OF BENEFICIAL HOLDERS SHARES
----------------------------------------- BENEFICIALLY OWNED(1)
NUMBER PERCENT
------ -------
<S> <C> <C>
Futureco Environmental, Inc.(2) 865,604 20.6%
9 Bridie Lane
Norfolk, Massachusetts 02056
Heartland Advisors 584,500 13.9%
789 North Water Street
Milwaukee, Wisconsin 53202
William Zoino 409,368 9.7
93 Riverside Drive
West Harwich, MA 02671
Acquisitor PLC c/o 219,200 5.2
Steven Wolosky, Esq.
Olsham Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, N.Y. 10022
Donald T. Goldberg (3) 158,328 3.8
John E. Ayres (4) 124,204 3.0
Richard M. Simon (5) 59,769 1.4
Andrew P. Pajak (6) 71,028 1.7
William R. Beloff (7) 41,198 1.0
M. Joseph Celi (8) 24,382 *
William E. Hadge (9) 19,386 *
Lewis Mandell (10) 16,100 *
Timothy W. Devitt (11) 10,350 *
Thomas W. Philbin (12) 6,100 *
David B. Perini 3,000 *
Rose Ann Giordano 2,000 *
All directors and executive officers 573,985 13.7%
as a group (13 persons) (13)
</TABLE>
-----------------
* Less than one percent.
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(1) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to such shares, subject to
community property laws where applicable. Shares not outstanding but deemed
beneficially owned by virtue of the right of a person or group to acquire
them within 60 days of May 31, 2000 are treated as outstanding only for
purposes of determining the amount and percent owned by such person or
group. As of May 31, 2000, there were 4,203,122 shares of Common Stock
outstanding.
(2) Information is derived from an amended report of Schedule 13D filed on
behalf of Futureco Environmental, Inc. ("Futureco") on May 18, 2000.
Includes shares beneficially owned by each William R. Beloff, M. Joseph
Celi, William E. Hadge and Joseph P. Hehir, each of whom is an executive
officer and, in the case of Messrs. Celi and Hadge, as director of the
Company. Each of Messrs. Beloff, Celi, Hehir and Hadge is reported to be a
principal of Futureco. Includes an aggregate of 646,604 shares beneficially
owned by Donald T. Goldberg, the Chairman of the Board of the Company,
William S. Zoino, and John E. Ayres, the Executive Vice President--Business
Development of the Company, and 219,200 shares beneficially owned by
Acquisitor PLC, all of which shares Futureco has a right to acquire
pursuant to agreements between Futureco and such stockholders.
(3) Includes 1,207 shares issued for the account of Mr. Goldberg under the
Company's 401(k) Plan and 50,000 shares held by a trust for certain family
members of Mr. Goldberg. Mr. Goldberg, who is not a trustee of the trust,
disclaims beneficial ownership of the shares held by the trust. Mr.
Goldberg is Chairman of the Board of Directors of the Company.
(4) Includes 2,321 shares issued for the account of Mr. Ayres under the
Company's 401(k) Plan. Mr. Ayres is the Executive Vice President-- Business
Development of the Company.
(5) Includes 2,322 shares issued for the account of Mr. Simon under the
Company's 401(k) Plan and 6,200 shares subject to stock options exercisable
within 60 days of May 31, 2000. Mr. Simon resigned from his employment as
Executive Vice President--Professional Practice of the Company, effective
June 16, 2000.
(6) Includes 1,028 shares issued for the account of Mr. Pajak under the
Company's 401(k) Plan and 60,000 shares subject to stock options
exercisable within 60 days of May 31, 2000. Mr. Pajak is the President and
Chief Executive Officer and a director of the Company.
(7) Includes 2,142 shares issued for the account of Mr. Beloff under the
Company's 401(k) Plan and 4,000 shares subject to stock options exercisable
within 60 days of May 31, 2000. Mr. Beloff is an Executive Vice President
of the Company.
(8) Includes 2,477 shares issued for the account of Mr. Celi under the
Company's 401(k) Plan and 13,400 shares subject to stock options
exercisable within 60 days of May 31, 2000. Mr. Celi is the Executive Vice
President and a director of the Company.
(9) Includes 1,869 shares issued for the account of Mr. Hadge under the
Company's 401(k) Plan and 3,600 shares subject to stock options exercisable
within 60 days of May 31, 1999. Mr. Hadge is a Senior Vice President of GZA
GeoEnvironmental and a director of the Company.
(10) Includes 2,500 shares subject to stock options exercisable within 60 days
of May 31, 2000. Mr. Mandell is a director of the Company.
(11) Includes 2,500 shares subject to stock options exercisable within 60 days
of May 31, 2000. Mr. Devitt is a director of the Company.
(12) Includes 2,500 shares subject to stock options exercisable within 60 days
of May 31, 2000. Mr. Philbin is a director of the Company.
(13) Includes shares described in Notes (3) through (12).
Changes in control. On May 17, 2000, the Company entered into a nonbinding
letter of intent with Futureco Environmental, Inc., a Massachusetts corporation
("Futureco"), of which certain executive officers and directors of the Company
are principals. See Note 2 to the foregoing stock ownership table. The letter of
intent contemplates the acquisition, at a price of $6.45 per share, of all of
the outstanding shares of the Company's common stock that Futureco does not
already own or have the right to acquire. The proposed transaction is subject to
several conditions, including Futureco obtaining financing for the transaction,
the Company and Futureco entering into a definitive merger agreement, approval
by the Company's shareholders and receipt of an opinion from the Company's
financial advisor that the transaction is fair to the Company's stockholders
from a financial point of view. At this date, negotiations toward a definitive
merger agreement are continuing. There can be no assurance that the transaction
proposed in the letter of intent will occur or, if it does, on what terms.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the outstanding
Common Stock to file with the Securities and Exchange Commission reports of
ownership on Form 3 and reports of changes in ownership on Forms 4 and 5.
Securities and Exchange Commission regulations require directors, executive
officers and greater-than-ten percent stockholders to furnish the Company with
copies of all Forms 3,4 and 5 filed with the Securities and Exchange Commission.
Based solely upon a review of Forms 3 and 4 that were furnished to the
Company during fiscal 2000, Forms 5 were furnished to the Company by certain
directors and executive officers of the Company with respect to fiscal 2000 and
representation letters of certain other directors and executive officers to the
effect that Form 5 filings were not required, the Company believes that all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater-than-ten-percent stockholders were fulfilled in a timely
manner.
ITEM 13. CERTAIN TRANSACTIONS
The Company's principal facility in Newton Upper Falls, Massachusetts is
leased from Donald T. Goldberg, Chairman of the Board of the Company and William
S. Zoino, a beneficial owner of more than five percent of the outstanding Common
Stock of the Company. Mr. Goldberg and Mr. Zoino own the property as tenants in
common. Rental payments to Messrs. Goldberg and Zoino aggregated $714,000 for
fiscal 2000.
The Company's Brockton, Massachusetts facility is leased from GZA
Investment Associates, Trust, a Massachusetts business trust in which the
Company owns a two-thirds interest together with two other shareholders, Mr.
Zoino and Joseph E. Hebert, a former employee of GZA Drilling, Inc. Lease
payments to GZA Investment Associates Trust totaled $93,000 in fiscal 2000.
The Company provides geotechnical design, instrumentation and consulting
services, on a contracting and subcontracting basis, to Perini Corporation and
other clients affiliated with or engaged in joint ventures with Perini
Corporation. David B. Perini, a director of the Company, is the Chairman of the
Board of Directors of Perini Corporation. In fiscal 2000, the Company billed an
aggregate of $2.7 million for services provided to Perini Corporation and
clients affiliated with Perini Corporation.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: June 28, 2000
10
<PAGE> 11
Signature Title Date
--------- ----- ----
/s/ Andrew P. Pajak Chief Executive Office and Director June 28, 2000
---------------------- (Principal Executive Officer)
Andrew P. Pajak
/s/ Joseph P. Hehir Chief Financial Officer June 28, 2000
---------------------- (Principal Financial and Accounting
Joseph P. Hehir Officer)
/s/ Donald T. Goldberg Director June 28, 2000
----------------------
Donald T. Goldberg
/s/ Joseph Celi Director June 28, 2000
----------------------
M. Joseph Celi
/s/ William E. Hadge Director June 28, 2000
----------------------
William E. Hadge
Director June , 2000
----------------------
Dr. Lewis Mannell
Director June , 2000
----------------------
Dr. Thomas W. Philbin
/s/ Timothy W. Dewitt Director June 28, 2000
----------------------
Timothy W. Dewitt
Director June , 2000
----------------------
Rose Ann Giordano
Director June , 2000
----------------------
David B. Perini
11
