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As filed with the Securities and Exchange Commission on June 10, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
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ICF KAISER INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 54-1437073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of Principal Executive Offices, including Zip Code)
ICF KAISER INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Paul Weeks, II, Esq.
Senior Vice President, General Counsel and Secretary
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway, Fairfax, Virginia 22031-1207
(703) 934-3600
(Name, address, and telephone number of agent for service)
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Calculation of Registration Fee
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be Registered Registered per share price Registration fee
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<S> <C> <C> <C> <C>
Common Stock 90,000 shares* $2.50 per share** $225,000.00 $100.00 (minimum fee)
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Preferred Stock *** N/A N/A N/A
Purchase Rights
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* This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the Registrant upon stock splits,
stock dividends, or other similar changes in capitalization, as provided in
Section 6 of the ICF Kaiser International, Inc. Non-employee Directors Stock
Option Plan.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales
prices for the Common Stock on June 8, 1994, as reported on the New York
Stock Exchange Composite Tape.
*** Each share of Common Stock issued by the Registrant has one associated non-
detachable Preferred Stock Purchase Right.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus forming a part of this Registration Statement also
relates to those shares of the Registrant's Common Stock initially included in
the Registrant's Registration Statement on Form S-8 filed with the Commission
on September 17, 1991 (File No. 33-42677) that remain unsold as of the date
hereof.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by ICF Kaiser
International, Inc. (the "Company" or the "Registrant") (Commission File No.
1-12248) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994 (including the Company's Report on Form 10-K/A
filed with the Commission on June 10, 1994, amending page 20 of
the Company's Annual Report on Form 10-K);
(b) The Company's Report on Form 8-K (Date of Report: April 25, 1994)
filed with the Commission on April 25, 1994; and
(c) The "Description of Capital Stock" section in the Company's
Registration Statement on Form S-1 (Reg. No. 33-51677) filed with
the Commission on December 23, 1993).
All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Paul Weeks, II, Senior Vice President, General Counsel, and Secretary
of the Company, has passed on the legality of the Common Stock offered hereby
for the Company. As of June 7, 1994, Mr. Weeks owned 34,626 shares of the
Company's Common Stock (6,088 of which are held by the Company's Employee
Stock Ownership Plan and allocated to his account and 863 of which are in his
directed investment account under the Company's Retirement Plan). Mr. Weeks
has been granted options under the Company's Stock Incentive Plan for 24,000
shares of Common Stock, of which options for 23,334 shares were exercisable as
of or within 60 days of June 7, 1994.
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Item 6. Indemnification of Officers and Directors
Under the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to an action by reason of the person's past or present service
as a director, officer, employee, or agent of the corporation or of the
person's past or present service, at the corporation's request, as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. Under the Delaware Law, a corporation
may indemnify such persons against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement that are actually and
reasonably incurred by that person in connection with such action. The
Delaware Law provides, however, that such person must have acted in good faith
and in a manner that such person reasonably believed to be in (or not opposed
to) the corporation's best interests. In respect of any criminal action or
proceeding, an indemnifiable person must have no reasonable cause to believe
such conduct to be unlawful. In addition, the Delaware Law permits no
indemnification in any action by or in the right of the corporation where such
person has been adjudged liable to the corporation, unless, and only to the
extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in spite of liability
adjudication.
The sections of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws relating to indemnification of
directors and officers provide for mandatory indemnification of directors and
officers on generally the same terms as permitted by the Delaware Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits listed below are listed according to the number assigned
in the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
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5 Opinion of Paul Weeks, II, Senior Vice President, General
Counsel, and Secretary of the Company, as to the legality of
the securities to which this registration statement relates
23(a) Consent of Paul Weeks, II (contained in Exhibit 5)
23(b) Consent of Coopers & Lybrand
24 Powers of Attorney (included on the signatures pages of this
Registration Statement)
99 ICF Kaiser International, Inc. Non-Employee Directors Stock
Option Plan [incorporated by reference to Exhibit 10(bb) to
Registrant's Quarterly Report on Form 10-Q (Registrant No. 1-
12248) for the second quarter of fiscal 1994 filed with the
Commission on October 15, 1993]
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Item 9. Undertakings (numbered as in Item 512 of Regulation S-K)
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effect 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;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
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(1)(ii) above 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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
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.
(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.
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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 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 County of Fairfax, the Commonwealth of Virginia, on the
date indicated below.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
Date: June 8, 1994 By /s/ James O. Edwards
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James O. Edwards,
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
Ronald R. Spoehel, Richard K. Nason, Paul Weeks, II, and Cynthia L. Hathaway,
and each of them severally, his or her true and lawful attorneys to execute
(in the name of and on behalf of and as attorneys for the undersigned) this
Registration Statement on Form S-8 and any and all amendments thereto, and to
file the same, with all exhibits thereto and other documents in connection
with, the Securities and Exchange Commission.
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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.
(1) Principal executive officer
Date: June 8, 1994 By /s/ James O. Edwards
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James O. Edwards,
Chairman and Chief Executive Officer
(2) Principal financial and accounting officer
Date: June 8, 1994 By /s/ Ronald R. Spoehel
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Ronald R. Spoehel,
Senior Vice President and Treasurer and
Chief Financial Officer (Acting)
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POWER OF ATTORNEY
Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
Ronald R. Spoehel, Richard K. Nason, Paul Weeks, II, and Cynthia L. Hathaway,
and each of them severally, his or her true and lawful attorneys to execute (in
the name of and on behalf of and as attorneys for the undersigned) this
Registration Statement on Form S-8 and any and all amendments thereto, and to
file the same, with all exhibits thereto and other documents in connection with,
the Securities and Exchange Commission.
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(3) Board of Directors
Date: June 8, 1994 By /s/ Gian Andrea Botta
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Gian Andrea Botta,
Director
Date: June 8, 1994 By /s/ Thomas Bradley
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Thomas Bradley,
Director
Date: June 8, 1994 By /s/ Tony Coelho
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Tony Coelho,
Director
Date: June 8, 1994 By /s/ James O. Edwards
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James O. Edwards,
Director
Date: June 8, 1994 By /s/ Frederic V. Malek
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Frederic V. Malek,
Director
Date: June 8, 1994 By /s/ Rebecca P. Mark
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Rebecca P. Mark,
Director
Date: June 8, 1994 By /s/ Robert W. Page, Sr.
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Robert W. Page, Sr.
Director
Date: June 8, 1994 By /s/ Marc Tipermas
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Marc Tipermas,
Director
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[LETTERHEAD OF ICF KAISER APPEARS HERE]
Exhibit No. 5
June 8, 1994
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
Re: ICF Kaiser International, Inc. Non-employee Directors Stock Option
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Plan
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Gentlemen:
Referring to the Registration Statement on Form S-8 which ICF Kaiser
International, Inc. (the "Company") has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offering pursuant to the ICF Kaiser International, Inc.
Non-employee Directors Stock Option Plan (the "Plan") of up to 90,000
additional shares of the Company's Common Stock, which shares are scheduled
to be offered by the Company to the Company's non-employee directors, I am of
the opinion that:
1. The shares of Common Stock which are to be sold and delivered by the
Company pursuant to the Plan have been duly and validly authorized by the
Company.
2. The shares of Common Stock which are to be sold and delivered by the
Company pursuant to the Plan as contemplated, when issued and delivered, will
be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit No. 5 to the Registration Statement referred to
above and to the use of my name under the heading "Interests of Named Experts
and Counsel."
Very truly yours,
/s/ Paul Weeks, II
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Paul Weeks, II
Senior Vice President,
General Counsel and Secretary
<PAGE>
Exhibit No. 23(a)
Consent of Paul Weeks, II
(contained in Exhibit No. 5)
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Exhibit No. 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of ICF Kaiser International, Inc. (the Company) on Form S-8 of our
report dated April 22, 1994, on our audits of the consolidated financial
statements and financial statement schedules of ICF Kaiser International, Inc.
and Subsidiaries as of February 28, 1994 and 1993 and for the three years in
the period ended February 28, 1994, which report is included in the Company's
Annual Report on Form 10-K.
COOPERS & LYBRAND
Washington, D.C.
June 8, 1994
