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As filed with the Securities and Exchange Commission on June 28, 1995
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.
EMPLOYEE STOCK OWNERSHIP 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)
<TABLE>
<CAPTION>
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Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be Registered Registered offering price aggregate offering Registration fee
per share price
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Common Stock 2,209,531 shares* $4.375 per share** $9,666,698.13 $3,333.34
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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.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h), based on the average of the high
and low sales prices for the Common Stock on June 23, 1995, 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.
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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, 1995;
(b) 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 23, 1995, 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 11,667 shares of
Common Stock, of which options for 9,667 shares were exercisable as of or within
60 days of June 23, 1995.
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
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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(a) 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
5(b) Neither an opinion of counsel concerning compliance with the
requirements of ERISA nor an Internal Revenue Service
determination that the registrant's Employee Stock Ownership Plan
(the "Plan") is qualified under Section 401 of the Internal
Revenue Code is filed herewith. The registrant has submitted the
Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Paul Weeks, II [contained in Exhibit 5(a)]
24 Powers of Attorney (included on the signatures pages of this
Registration Statement)
99(a) Trust Agreement for ICF Kaiser Incorporated Employee Stock
Ownership Plan (adopted by ICF Kaiser International, Inc. Board of
Directors in October 1987) (incorporated by reference to Exhibit
No. 10(c) to Quarterly Report on Form 10-Q for the third quarter
of fiscal 1992 filed with the Commission on January 14, 1992)
99(b) ICF Kaiser International, Inc. Employee Stock Ownership Plan (as
amended and restated as of March 1, 1993) (and further amended
with respect to name change only as of June 26, 1993)
(incorporated by reference to Exhibit No. 10(c) to 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)
1. Amendment No. 1 dated April 24, 1995 (incorporated by reference to
Exhibit No. 10(l)(1) to the Registrant's Annual Report on Form 10-
K for the fiscal year ended February 28, 1995, filed with the SEC
on May 23, 1995)
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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-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;
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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 23, 1995 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,
Richard K. Nason, Kenneth L. Campbell, 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 23, 1995 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 23, 1995 By /s/ Richard K. Nason
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Richard K. Nason,
Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
Richard K. Nason, Kenneth L. Campbell, 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 23, 1995 By /s/ Gian Andrea Botta
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Gian Andrea Botta,
Director
Date: June 23, 1995 By /s/ Tony Coelho
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Tony Coelho,
Director
Date: June 23, 1995 By /s/ James O. Edwards
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James O. Edwards,
Director
Date: June 23, 1995 By /s/ Frederic V. Malek
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Frederic V. Malek,
Director
Date: June 23, 1995 By ___________________
Rebecca P. Mark,
Director
Date: June 23, 1995 By /s/ Richard K. Nason
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Richard K. Nason,
Director
Date: June 23, 1995 By /s/ Robert W. Page, Sr.
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Robert W. Page, Sr.
Director
Date: June 23, 1995 By /s/ Marc Tipermas
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Marc Tipermas,
Director
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Exhibit No. 5(a)
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
June 28, 1995
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
Re: ICF Kaiser International, Inc. Employee Stock Ownership 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. Employee
Stock Ownership Plan (the "Plan") of up to 2,209,531 shares of the Company's
Common Stock, I am of the opinion that:
The shares of Common Stock which were issued by the Company pursuant to
the Plan and are to be distributed to former employees of the Company have been
duly and validly authorized by the Company and have been legally issued, and are
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit No. 5(a) 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
----------------------
Paul Weeks, II
Senior Vice President,
General Counsel and Secretary
<PAGE>
Exhibit No. 23(a)
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 28, 1995, on our audits of the consolidated financial
statements and financial statement schedules of ICF Kaiser International, Inc.
and Subsidiaries as of February 28, 1995 and 1994 and for the three years in the
period ended February 28, 1995, which report is included in the Company's Annual
Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 28, 1995
