SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HARDING LAWSON ASSOCIATES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 68-0132062
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7655 Redwood Boulevard, Novato, California 94945
(Address of Principal Executive Offices)
Harding Lawson Associates Group, Inc. 1998 Stock Option Plan
Non-Qualified Stock Option Agreement
(Full Title of the Plan)
Gregory A. Thornton
Vice President and Chief Financial Officer
Harding Lawson Associates Group, Inc.
7655 Redwood Boulevard, Novato, California 94945
(Name and Address of Agent For Service)
(415) 892-0821
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
Common Stock
1998 Stock Option Plan 500,000 $6.50 (1) $3,250,000 $903.50
Non-qualified Stock
Option Agreement 100,000 $10.00 $1,000,000 $278.00
(1) Estimated solely for the purpose of determining the registration fee,
computed in accordance with Rule 457(h) and Rule 457(c) on the basis of the
average of the reported high and low prices for the Common Stock on The
Nasdaq National Market on April 8, 1999.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended May 31, 1998 filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) Quarterly Report on Form 10-Q for the quarter ended August 31, 1998;
(c) Quarterly Report on Form 10-Q for the quarter ended November 30, 1998;
(d) Quarterly Report on Form 10-Q for the quarter ended February 28, 2999;
(e) Current Report on Form 8-K dated October 2, 1998 regarding the
resignation of Donald L. Schreuder as Chief Executive Officer.
(f) Current Report on Form 8-K dated March 26, 1999 regarding the
appointment of Robert L. Costello, Jr. as Chief Executive Officer.
(g) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 filed on August 29, 1987 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Name Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides for the indemnification of
officers and directors under certain conditions. The Restated Certificate of
Incorporation and Bylaws of the Registrant permit indemnification of directors
and officers to the maximum extent permitted by Delaware law. The Restated
Certificate of Incorporation contains a provision which eliminates the personal
liability of directors of the Registrant for monetary damages for certain
breaches of fiduciary duty, as permitted by Section 102(b)(7) of the Delaware
General Corporation Law. The Registrant has also entered into indemnification
agreements with its executive officers and directors by which the Registrant has
agreed to provide indemnification to them under certain circumstances. The
Registrant has in effect director and officer liability insurance policies
indemnifying the Registrant and the officers and directors of the Registrant and
officers and directors of the Registrant's subsidiaries within specific limits
for certain liabilities incurred by reason of their being or having been
directors or officers. The Registrant pays the entire premium for these
policies.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Exhibit Name
5 Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin, a
professional corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99.1 Harding Lawson Associates Group, Inc. 1998 Stock Option Plan
99.2 Non-qualified Stock Option Agreement Between the Registrant and
Robert L. Costello, Jr.
Item 9. Undertakings.
(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 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.
(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.
(4) 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 13(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 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 of 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.
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 Novato, State of California, on April 8, 1999.
HARDING LAWSON ASSOCIATES GROUP, INC.
By /s/ Gregory A. Thornton
Gregory A. Thornton
Vice President and Chief Financial Officer
Power of Attorney
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Gregory A. Thornton and Patricia A.
England with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her and in his/her 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, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, grant unto said attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
that said attorneys-in-fact and agents or any of them, or their or his/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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert L. Costello, Jr. President and Chief Executive Officer 4-8-99
Robert L. Costello, Jr. (Principal Executive Officer)
/s/ Gregory A. Thornton Vice President and Chief Financial Officer 4-8-99
Gregory A. Thornton (Principal Financial and Accounting Officer)
/s/ Richard D. Puntillo Chairman of the Board of Directors 4-8-99
Richard D. Puntillo
/s/ Richard S. Harding Director and Chairman Emeritus 4-8-99
Richard S. Harding
/s/ Ross K. Anderson Director 4-8-99
Ross K. Anderson
/s/ James M. Edgar Director 4-8-99
James M. Edgar
/s/ Stuart F. Platt Director 4-8-99
Stuart F. Platt
/s/ Donald K. Stager Director 4-8-99
Donald K. Stager
EXHIBIT INDEX
Exhibit No. Exhibit Name
5 Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin,
a professional corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99.1 Harding Lawson Associates Group Inc. 1998 Stock Option Plan
99.2 Non-qualified Stock Option Agreement Between the Registrant and
Robert L. Costello, Jr.