As filed with the Securities and Exchange Commission on October 17, 2014
Registration No. 333-188793
Registration No. 333-151404
Registration No. 333-138531
Registration No. 333-110467
Registration No. 333-91053
Registration No. 333-48791
Registration No. 333-48793
Registration No. 333-24063
Registration No. 333-24069
Registration No. 333-24067
Registration No. 033-61230
Registration No. 033-42192
Registration No. 033-41047
Registration No. 002-99410
Registration No. 002-82201
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-188793
Form S-8 Registration No. 333-151404
Form S-8 Registration No. 333-138531
Form S-8 Registration No. 333-110467
Form S-8 Registration No. 333-91053
Form S-8 Registration No. 333-48791
Form S-8 Registration No. 333-48793
Form S-8 Registration No. 333-24063
Form S-8 Registration No. 333-24069
Form S-8 Registration No. 333-24067
Form S-8 Registration No. 033-42192
Form S-8 Registration No. 002-99410
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-8 Registration No. 033-61230
Form S-8 Registration No. 033-41047
Form S-8 Registration No. 002-82201
UNDER
THE SECURITIES ACT OF 1933
URS Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 94-1381538 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Address of Principal Executive Offices)
(415) 774-2700
(Registrant’s telephone number, including area code)
AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN
2008 EQUITY INCENTIVE PLAN
2008 EMPLOYEE STOCK PURCHASE PLAN
EMPLOYEE STOCK PURCHASE PLAN
1999 EQUITY INCENTIVE PLAN
1991 STOCK INCENTIVE PLAN
1991 STOCK INCENTIVE PLAN, AS AMENDED
NON-EXECUTIVE DIRECTORS STOCK GRANT PLAN
1985 EMPLOYEE STOCK PURCHASE PLAN
1979 STOCK OPTION PLAN
1972 QUALIFIED STOCK OPTION PLAN
(Full Titles of the Plans)
H. Thomas Hicks
Executive Vice President and Chief Financial Officer
URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Name and address of agent for service)
(415) 774-2700
(Telephone number, including area code, of agent for service)
Copies to:
Samuel M. Livermore, Esq.
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111-5800
Telephone: (415) 693-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by URS Corporation (the “Registrant”):
| • | Registration Statement No. 333-188793, filed with the SEC on May 23, 2013, pertaining to the registration of 1,500,000 shares of Common Stock of the Registrant issuable pursuant to the Registrant’s Amended and Restated 2008 Equity Incentive Plan. |
| • | Registration Statement No. 333-151404, filed with the SEC on June 3, 2008, pertaining to the registration of (i) 5,000,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2008 Equity Incentive Plan and (ii) 8,000,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2008 Employee Stock Purchase Plan. |
| • | Registration Statement No. 333-138531, filed with the SEC on November 9, 2006, pertaining to the registration of (i) 4,500,000 shares of the Registrant’s common stock issuable under the Registrant’s 1999 Equity Incentive Plan and (ii) 2,400,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 333-110467, filed with the SEC on November 13, 2003, pertaining to the registration of (i) 4,500,000 shares of Registrant’s common stock issuable under the Registrant’s 1999 Equity Incentive Plan and (ii) 2,400,000 shares of Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 333-91053, filed with the SEC on November 16, 1999, pertaining to the registration of (i) 4,500,000 shares of the Registrant’s common stock issuable under the Registrant’s 1999 Equity Incentive Plan and (ii) 2,400,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 333-48791 filed with the SEC on March 27 1998, pertaining to the registration of (i) 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan and (i) options to purchase 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan. |
| • | Registration Statement No. 333-48793, filed with the SEC on March 27 1998, pertaining to the registration of (i) 300,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan and (ii) options (rights) to purchase 300,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 333-24063, filed with the SEC on March 27, 1997, pertaining to the registration of (i) 750,000 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan and (i) options to purchase 750,000 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan. |
| • | Registration Statement No. 333-24069, filed with the SEC on March 27, 1997, pertaining to the registration of 55,000 shares of the Registrant’s common stock issuable under the Registrant’s Non-Executive Directors Stock Grant Plan. |
| • | Registration Statement No. 333-24067, filed with the SEC on March 27, 1997, pertaining to the registration of (i) 250,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan and (ii) options (rights) to purchase 250,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 033-61230, filed with the SEC on April 1, 1993, pertaining to the registration of 500,000 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan, as amended by post-effective amendment no.1 filed on March 31, 1995. |
| • | Registration Statement No. 033-42192, filed with the SEC on August 13, 1991, pertaining to the registration of 261,177 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan. |
| • | Registration Statement No. 033-41047, filed with the SEC on June 7, 1991, pertaining to the registration of 1,065,200 shares of the Registrant’s common stock issuable under the Registrant’s 1991 Stock Incentive Plan, as amended by post-effective amendment no.1 filed on December 23, 1992. |
| • | Registration Statement No. 002-99410, filed with the SEC on August 2, 1985, pertaining to the registration of 500,000 shares of the Registrant’s common stock issuable under the Registrant’s 1985 Employee Stock Purchase Plan. |
| • | Registration Statement No. 002-82201, filed with the SEC on March 4, 1983, pertaining to the registration of 633,548 shares of the Registrant’s common stock issuable under the Registrant’s 1979 Stock Option Plan, and 2.045 shares issuable under the Registrant’s 1972 Qualified Stock Option Plan, as amended by post-effective amendment no.1 filed on February 27, 1984. |
As previously reported on the Registrant’s Current Report on Form 8-K dated October 17, 2014, on July 11, 2014, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AECOM Technology Corporation (“AECOM”), ACM Mountain I, LLC, a direct wholly owned subsidiary of AECOM (“Merger Sub”), and AECOM Global II, LLC (formerly ACM Mountain II, LLC), a direct wholly owned subsidiary of AECOM (“Merger Sub I”). Pursuant to the Merger Agreement, the Registrant merged with and into Merger Sub, with the Registrant continuing as the surviving company and a direct wholly owned subsidiary of AECOM (the “First Merger”). Immediately thereafter, the Registrant merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company and a direct wholly owned subsidiary of AECOM (the “Second Merger” and collectively with First Merger, the “Merger”). Merger Sub I has been renamed AECOM Global II, LLC.
In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the above-referenced Registration Statements. Accordingly, pursuant to the undertakings contained in such Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered that remain unsold at the termination of the offerings, the Registrant is filing this post-effective amendment to the Registration Statements to deregister, and does hereby remove from registration, all the shares of the Registrant’s common stock registered under such Registration Statements that remain unissued as of the effective date of the Merger.
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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on October 17, 2014.
AECOM Global II, LLC (as successor to URS Corporation) | ||
| By: AECOM Technology Corporation, its Member | ||
/s/ Joseph Masters | ||
| By: | Joseph Masters* | |
| Senior Vice President | ||
| * | Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment. |
