As filed with the Securities and Exchange Commission on February 26, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VERITAS DGC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0343152
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10300 TOWN PARK DRIVE
HOUSTON, TEXAS 77072
(Address of Principal Executive Offices) (Zip Code)
VERITAS DGC INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED DECEMBER 11, 2001)
(Full title of the plan)
MATTHEW D. FITZGERALD
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
VERITAS DGC INC.
10300 TOWN PARK DRIVE
HOUSTON, TEXAS 77072
(Name and address of agent for service)
(832) 351-8300
(Telephone number, including area code, of agent for service)
Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
ATTENTION: CHARLES H. STILL
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par 500,000 shares(3) $13.86 $6,930,000 $638
value per share(2)
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(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices of the Common Stock as reported by the New York Stock
Exchange on February 20, 2002.
(2) Includes preferred stock purchase rights associated with the Common
Stock. Since no separate consideration is payable for such rights, the
registration fee for such securities is included in the fee for the Common
Stock.
(3) Includes an indeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the 1997 Employee Stock Purchase
Plan (As Amended and Restated December 11, 2001).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement on this Form
(Registration No. 333-38377, the "Earlier Registration Statement") relating to
the Veritas DGC Inc. 1997 Employee Stock Purchase Plan is effective. Pursuant to
Instruction E to Form S-8, the contents of the Earlier Registration Statement
are incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 -- Veritas DGC Inc. Employee Stock Purchase Plan (As Amended and Restated
December 11, 2001).
5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (contained on page II-3).
II-2
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 Houston, State of Texas, on the 21st day of February,
2002.
VERITAS DGC INC.
By: /s/ DAVID B. ROBSON
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David B. Robson
Chairman and Chief Executive Officer
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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints David B. Robson, Stephen J.
Ludlow, Timothy L. Wells, Matthew D. Fitzgerald, Rene M.J. VandenBrand and Larry
L. Worden, and each of them, his true and lawful attorney-in-fact and agent,
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 and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Signature Title Date
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/s/ DAVID B. ROBSON Chairman of the Board and Chief Executive Officer February 21, 2002
--------------------------------------------- (Principal Executive Officer)
David B. Robson
/s/ STEPHEN J. LUDLOW Vice Chairman, Director February 21, 2002
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Stephen J. Ludlow
/s/ TIMOTHY L. WELLS President and Chief Operating Officer February 21, 2002
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Timothy L. Wells
/s/ MATTHEW D. FITZGERALD Executive Vice President, Chief Financial February 21, 2002
--------------------------------------------- Officer and Treasurer
Matthew D. Fitzgerald (Principal Financial and Accounting Officer)
/s/ CLAYTON P. CORMIER Director February 21, 2002
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Clayton P. Cormier
/s/ LAWRENCE C. FICHTNER Director February 21, 2002
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Lawrence C. Fichtner
/s/ JAMES R. GIBBS Director February 21, 2002
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James R. Gibbs
/s/ STEVEN J. GILBERT Director February 21, 2002
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Steven J. Gilbert
/s/ BRIAN F. MACNEILL Director February 21, 2002
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Brian F. MacNeill
/s/ JAN RASK Director February 21, 2002
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Jan Rask
II-3
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 Veritas DGC Inc. Employee Stock Purchase Plan (As Amended and Restated
December 11, 2001).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on page II-3).