AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2004
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
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VERITAS DGC INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0343152
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10300 TOWN PARK DRIVE
HOUSTON, TEXAS 77072
(Address of principal executive offices, including zip code)
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VERITAS DGC INC. EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plan)
MR. VINCENT M. THIELEN
VICE PRESIDENT, CORPORATE CONTROLLER
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)
Copies to:
JEFFREY B. FLOYD
VINSON & ELKINS L.L.P.
1001 FANNIN
HOUSTON, TEXAS 77002-6760
(713) 758-2222
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (2) PER SHARE (3) PRICE (3) FEE
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Common Stock, par value $.01 per share (1) 1,000,000 $12.51 $12,510,000 $1,013
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(1) 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 common
stock.
(2) This registration statement shall also cover any additional shares of
common stock which become issuable under the Veritas DGC Inc. Employee
Share Purchase Plan being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the registrant's outstanding
shares of common stock.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, based on
the average of the high and low prices per share of the registrant's common
stock on January 15, 2004 as reported on the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Veritas DGC with the
Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (File No. 1-7427), are incorporated
in this registration statement by reference and shall be deemed to be a part
hereof, other than information under Item 9 or 12 of any Current Report on Form
8-K:
o our Annual Report on Form 10-K for the year ended July 31, 2003;
o our Quarterly Report on Form 10-Q for the quarters ended March 31,
2003, June 30, 2003 and September 30, 2003;
o our Current Reports on Form 8-K, filed February 5, 2003, February 19,
2003, May 30, 2003, June 26, 2003, August 1, 2003, September 4, 2003,
October 14, 2003 and November 25, 2003;
o the description of the Veritas DGC's common stock set forth in Veritas
DGC's registration statement on Form 8-A filed with the SEC on August
16, 1996, and any amendment or report filed for the purpose of
updating any such description; and
o all documents filed by Veritas DGC with the SEC pursuant to sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this registration statement and prior to the termination of the
offering of securities by this registration statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no
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indemnification may be paid in respect of any claim, issue or matter as to which
such persons shall have been adjudged liable to the corporation except as
otherwise provided by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.
The Restated Certificate of Incorporation (with Amendments) and Bylaws
of Veritas DGC require Veritas DGC to indemnify Veritas DGC's directors and
officers to the fullest extent permitted under Delaware law. In addition,
Veritas DGC has entered into indemnification agreements with each of its
officers and directors providing for indemnification to the fullest extent
permitted under Delaware law. Veritas DGC's Restated Certificate of
Incorporation (with Amendments) limits the personal liability of a director to
Veritas DGC or its stockholders to damages for breach of the director's
fiduciary duty.
Veritas DGC has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the Registrant,
or that may arise out of their status as directors or officers of the
registrant, including liabilities under the federal and state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. EXHIBIT
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4.1 -- Restated Certificate of Incorporation with amendments of
Veritas DGC Inc. dated August 30, 1996. (Exhibit 3.1 to
Veritas DGC Inc.'s Current Report on Form 8-K dated
September 16, 1996 is incorporated herein by reference.)
4.2 -- Certificate of Ownership and Merger of New Digicon Inc.
and Digicon Inc. (Exhibit 3-B to Digicon Inc.'s
Registration Statement No. 33-43873 dated November 12,
1991 is incorporated herein by reference.)
4.3 -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated September 30,
1999. (Exhibit 3-D to Veritas DGC Inc.'s Form 10-K for
the year ended July 31, 1999 is incorporated herein by
reference.)
*4.4 -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated December 3,
2003.
*4.5 -- By-laws of Veritas DGC Inc. as amended and restated
September 23, 2003.
4.6 -- Specimen Veritas DGC Inc. Common Stock certificate.
(Exhibit 4-C to Veritas DGC Inc.'s Form 10-K for the
year ended July 31, 1996 is incorporated herein by
reference.)
4.7 -- Rights Agreement between Veritas DGC Inc. and
ChaseMellon Shareholder Services, L.L.C. dated as of May
15, 1997. (Exhibit 4.1 to Veritas DGC Inc.'s Current
Report on Form 8-K filed May 27, 1997 is incorporated
herein by reference.)
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*4.8 -- Veritas DGC Employee Share Purchase Plan.
*5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Veritas DGC Inc. Employee Share Purchase Plan. (Annex B
to Veritas DGC Inc.'s Definitive Proxy Statement on
Schedule 14A filed November 12, 2003 is incorporated
herein by reference.)
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1 to this registration statement)
*24.1 -- Power of attorney (included on signature page)
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*Filed herewith.
ITEM 9. UNDERTAKINGS.
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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement. 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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual
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report pursuant to Section 15(d) of the Exchange Act) 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.
(5) 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 SEC
such indemnification is against public policy as expressed in the
Securities 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 Securities 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, these
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for filing on Form S-8 and have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on January
16, 2004.
VERITAS DGC INC.
By: /s/ Vincent M. Thielen
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Vincent M. Thielen
Vice President, Corporate Controller
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen J. Ludlow, Timothy L. Wells and
Larry L. Worden, 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 any additional
registration statement pursuant to Rule 462(b), and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully and to all
intents and purposes as they might or could not in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated on the 16th day of January, 2004.
SIGNATURE TITLE
/s/ David B. Robson Chairman of the Board and Chief Executive Officer,
----------------------------------------------------------- Director (Principal Executive Officer)
David B. Robson
/s/ Stephen J. Ludlow Vice Chairman, Director
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Stephen J. Ludlow
/s/ Timothy L. Wells President and Chief Operating Officer
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Timothy L. Wells
/s/ Vincent M. Thielen Vice President, Corporate Controller
----------------------------------------------------------- (Principal Financial and Accounting Officer)
Vincent M. Thielen
Director
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Loren K. Carroll
/s/ Clayton P. Cormier Director
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Clayton P. Cormier
/s/ James R. Gibbs Director
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James R. Gibbs
Director
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Brian F. MacNeill
/s/ Jan Rask Director
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Jan Rask
INDEX TO EXHIBITS
EXHIBIT
NO. EXHIBIT
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4.1 -- Restated Certificate of Incorporation with amendments of
Veritas DGC Inc. dated August 30, 1996. (Exhibit 3.1 to Veritas
DGC Inc.'s Current Report on Form 8-K dated September 16, 1996
is incorporated herein by reference.)
4.2 -- Certificate of Ownership and Merger of New Digicon Inc. and
Digicon Inc. (Exhibit 3-B to Digicon Inc.'s Registration
Statement No. 33-43873 dated November 12, 1991 is incorporated
herein by reference.)
4.3 -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated September 30, 1999.
(Exhibit 3-D to Veritas DGC Inc.'s Form 10-K for the year ended
July 31, 1999 is incorporated herein by reference.)
*4.4 -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated December 3, 2003.
*4.5 -- By-laws of Veritas DGC Inc. as amended and restated September
23, 2003.
4.6 -- Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit
4-C to Veritas DGC Inc.'s Form 10-K for the year ended July 31,
1996 is incorporated herein by reference.)
4.7 -- Rights Agreement between Veritas DGC Inc. and ChaseMellon
Shareholder Services, L.L.C. dated as of May 15, 1997. (Exhibit
4.1 to Veritas DGC Inc.'s Current Report on Form 8-K filed May
27, 1997 is incorporated herein by reference.)
*4.8 -- Veritas DGC Employee Share Purchase Plan.
*5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Veritas DGC Inc. Employee Share Purchase Plan. (Annex B to
Veritas DGC Inc.'s Definitive Proxy Statement on Schedule 14A
filed November 12, 2003 is incorporated herein by reference.)
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to
this registration statement)
*24.1 -- Power of attorney (included on signature page)
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*Filed herewith.