As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
JACOBS ENGINEERING GROUP INC.
(Exact name of issuer as specified in its charter)
Delaware 95-4081636
(State of Incorporation) (I.R.S. Employer Identification No.)
1111 South Arroyo Parkway
Pasadena, California 91105
(Address of principal executive offices, including zip code)
____________________
JACOBS ENGINEERING GROUP INC.
1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
_____________________
John W. Prosser, Jr.
1111 South Arroyo Parkway
Pasadena, California 91105
(626) 578-3500
(Name, address and telephone number of agent for service)
With a copy to:
David F. Morgan
Barton, Klugman & Oetting LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 621-4000
Approximate date of commencement of proposed sales pursuant to the Plan: As
soon as practicable after the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Amount offering maximum Amount of
Title of being price aggregate registration
Securities being registered registered per unit* offering price* fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 per value............ 2,000,000 $35.00 $70,000,000.00 $18,480.00
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* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) based upon the average of the high and low prices of the
Common Stock of Jacobs Engineering Group Inc. as reported in the New York
Stock Exchange composite transactions report for June 7, 2000.
____________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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Information for this Item is included in the documents distributed to
employees selected to receive Incentive Awards pursuant to the Plan.
Item 2. Registrant Information and Employee Plan Annual Information
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Information for this Item is included in the documents distributed to
employees selected to receive Incentive Awards under the Plan.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") as noted below, are
incorporated by reference into this Registration Statement:
(1) The Annual Report of the Registrant on Form 10-K for the fiscal year
ended September 30, 1999;
(2) The Quarterly Reports of the Registrant on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000; and
(3) The description of the Registrant's Common Stock contained in a
Registration Statement filed by the Registrant pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
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 in any other subsequently filed document modifies or replaces such
statement. Any such statement so modified or superseded cannot be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
1
Item 4. Description of Securities
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Not applicable.
Item 5. Description of Named Expert and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant is a Delaware corporation. Article 15 of the Registrant's
Restated Certificate of Incorporation provides that the officers and directors
of the Registrant shall be indemnified and held harmless by the Registrant to
the fullest extent authorized by the Delaware General Corporation Law, as
amended from time to time (the "GCL"). Section 145 of the GCL provides that a
Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, 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 (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit is brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Subsection (e) of
2
Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Indemnification provided for by Section 145 is not to be deemed exclusive
of any other rights to which the indemnified party may be entitled. Section 145
permits the Registrant to maintain insurance on behalf of a director or officer
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Registrant
would have the power to indemnify him against such liabilities under Section
145.
Article 14 of the Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted under the GCL, a director of the
Registrant shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except that
Article 14 shall not eliminate or limit a director's liability (i) for any
breach of the director's duty of loyalty to the Registrant or its shareholders,
(ii) for acts or omissions that are not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the GCL or (iv) for any transaction for which the director derived an improper
benefit. Article 14 further provides that if the GCL is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the GCL, as so
amended from time to time. Article 14 further provides that any repeal or
modification of Article 14 shall not increase the personal liability of any
director of the Registrant for any act or occurrence taking place prior to such
repeal or modification or otherwise adversely affect any right or protection of
a director of the Registrant existing at the time of the repeal or modification.
Article 15 of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall indemnify to the fullest extent authorized or
permitted by law any person made, threatened to be made, a party to any action
or proceeding (whether civil or criminal or otherwise) by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
Registrant or by reason of the fact that such director or officer, at the
request of the Registrant, is or was serving in any other corporation,
partnership, joint venture, trust, employee benefit plan or employee benefit
plan or other enterprise, in any capacity.
The Registrant may, from time to time, maintain a policy, or policies, of
directors' and officers' liability insurance which insures directors and
officers against the cost of defense, settlement or payment of claims and
judgments under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
3
Item 8. List of Exhibits
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4.1 Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as
amended and restated to date. Filed as Exhibit I to Registrant's
Proxy Statement dated January 3, 2000 and incorporated herein by
reference.
4.2 Certificate of Incorporation of the Registrant. Filed as Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1995 and incorporated herein by reference.
4.3 Bylaws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the period ended
September 30, 1999 and incorporated herein by reference.
4.4 Rights Agreement dated as of December 20, 1990 by and between the
Registrant and First Interstate Bank, Ltd. as Rights Agent. Filed
as Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1995 and incorporated herein by
reference.
*5 Opinion of Barton, Klugman & Oetting LLP, as to the legality of
the securities being registered.
*23 (a) Consent of Ernst & Young LLP, independent auditors.
(b) Consent of Barton, Klugman & Oetting LLP (included in
Exhibit 5)
______________
* 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;
(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 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 clauses (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic
4
reports filed by the registrant pursuant to Section 13 or Section
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.
(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) 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 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.
(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 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.
5
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 Pasadena, State of California on the 9th day of June,
2000.
JACOBS ENGINEERING GROUP INC.
By: /s/ NOEL G. WATSON
--------------------------------------
(Noel G. Watson)
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Joseph J. Jacobs, Noel
G. Watson and John W. Prosser, Jr., his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all 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, granting unto said attorneys-in-fact and
agents, each acting alone, 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 attorneys-in-fact and
agents, each acting alone, or his 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/ NOEL G. WATSON Director and Principal June 9, 2000
- ----------------------------
(Noel G. Watson) Executive Officer
/s/ JOSEPH J. JACOBS Director June 9, 2000
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(Joseph J. Jacobs)
/s/ JOSEPH F. ALIBRANDI Director June 9, 2000
- ----------------------------
(Joseph F. Alibrandi)
/s/ RICHARD E. BEUMER Director June 9, 2000
- ----------------------------
(Richard E. Beumer)
/s/ PETER H. DAILY Director June 9, 2000
- ----------------------------
(Peter H. Daily)
/s/ ROBERT B. GWYN Director June 9, 2000
- ----------------------------
(Robert B. Gwyn)
/s/ LINDA K. JACOBS Director June 9, 2000
- ----------------------------
(Linda K. Jacobs)
/s/ WILLIAM R. KERLER Director June 9, 2000
- ----------------------------
(William R. Kerler)
/s/ JAMES CLAYBURN LAFORCE Director June 9, 2000
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(James Clayburn LaForce)
____________________________ Director _____, 2000
(Dale R. Laurance)
/s/ LINDA FAYNE LEVINSON Director June 9, 2000
- ----------------------------
(Linda Fayne Levinson)
/s/ DAVID M. PETRONE Director June 9, 2000
- ----------------------------
(David M. Petrone)
/s/ JAMES L. RAINEY, JR. Director June 9, 2000
- ----------------------------
(James L. Rainey, Jr.)
/s/ JOHN W. PROSSER, JR. Principal Financial June 9, 2000
- ----------------------------
(John W. Prosser, Jr.) Officer
/s/ NAZIM G. THAWERBHOY Principal Accounting June 9, 2000
- ----------------------------
(Nazim G. Thawerbhoy) Officer
6
JACOBS ENGINEERING GROUP INC.
List of Exhibits
Exhibit Description
- ------- -----------
4.1 Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended
and restated to date. Filed as Exhibit I to Registrant's Proxy
Statement dated January 3, 2000 and incorporated herein by reference.
4.2 Certificate of Incorporation of the Registrant. Filed as Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1995 and incorporated herein by reference.
4.3 Bylaws of the Registrant. Filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the period ended September 30, 1999
and incorporated herein by reference.
4.4 Rights Agreement dated as of December 20, 1990 by and between the
Registrant and First Interstate Bank, Ltd. As Rights Agent. Filed as
Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1995 and incorporated herein by reference.
5 Opinion of Barton, Klugman & Oetting LLP, as to the legality of the
securities being registered.
23 (a) Consent of Ernst & Young LLP, independent auditors
(b) Consent of Barton, Klugman & Oetting LLP (included in Exhibit 5)
1