As filed with the Securities and Exchange Commission on May 4, 2001
Registration No. 333-
================================================================================
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.
1989 EMPLOYEE STOCK PURCHASE PLAN,
AS AMENDED AND RESTATED
(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:
PETER F. ZIEGLER
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed maximum Proposed maximum
Amount being offering price per aggregate offering Amount of
Title of Securities being registered registered unit* price* registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value................ 2,000,000 $65.08 $130,160,000 $32,540
====================================================================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) 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 May 3, 2001.
__________
Pursuant to Rule 429 this Registration Statement and the prospectus
contained herein also relate to the incentive awards registered by the above
issuer on Form S-8, File No. 033-45927, File No. 333-01317 and File No. 333-
72977, as to which there are now 126,134 shares remaining in the reserve with
respect to which the issuer has previously paid a filing fee of $1,302.
This Registration Statement also covers such indeterminable number of
additional shares of common stock as may become issuable to prevent dilution in
the event of stock splits, stock dividends or similar transactions pursuant to
the terms of the Plan.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
JACOBS ENGINEERING GROUP INC.
__________
CROSS REFERENCE SHEET
Pursuant to Rule 404(c)
Item Number and Caption Heading in Prospectus
----------------------- ---------------------
1. Plan Information (1) Cover Page
(a) General Information (2) The Plan--Introduction;--Purpose of the Plan;--
Termination, Amendment or Discontinuance of the Plan
(3) Plan Not Subject to ERISA
(4) Incorporation of Certain Documents by Reference; The
Plan--Administration of the Plan
(b) Securities to be Offered (1) Cover Page
(2) Not applicable
(c) Employees who may Participate in the Plan The Plan--Eligible Employees
(d) Purchase of Securities Pursuant to the Plan and (1)(2) The Plan--Form of Options Under the Plan;--Purchase
Payment for Securities Offered (3)(5) Price of Shares; --Purchases of Shares;
--Limits on Purchases During an Election Period
(4) Not applicable
(6) The Plan--Securities Subject to the Plan
(e) Resale Restrictions Not applicable
(f) Tax Effects of the Plan Participation United States Federal Income Tax Consequences; Plan
Not Subject to ERISA
(g) Investment of Funds Not applicable
(h) Withdrawal from the Plan; Assignment of Interest (1)(2) The Plan--Form of Options Under the Plan;
--Purchases of Shares;--Designation of Beneficiary
(i) Forfeitures and Penalties Not applicable
(j) Charges and Deductions and Liens Therefor (1)(2) The Plan--Purchases of Shares;--Limits on Purchases
During an Election Period
2. Registrant Information and Employee Plan Annual Information Available Information; Incorporation of Certain
Documents by Reference
Prospectus
{JE LOGO} JACOBS ENGINEERING GROUP INC.
2,000,000 Shares
Common Stock
__________
Offered as set forth herein
to Eligible Employees of
JACOBS ENGINEERING GROUP INC.
and certain subsidiaries
pursuant to the
JACOBS ENGINEERING GROUP INC.
1989 EMPLOYEE STOCK PURCHASE PLAN,
AS AMENDED AND RESTATED
__________
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that
this prospectus is accurate or complete. Any
representation to the contrary is a
criminal offense.
__________
Neither the delivery of this prospectus nor any sale made hereunder at any
time shall imply that the information herein is correct as of any time
subsequent to the date hereof. This prospectus does not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation.
__________
The date of this prospectus is May 4, 2001
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
TABLE OF CONTENTS
Page
----
THE COMPANY......................................................... 5
AVAILABLE INFORMATION............................................... 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 5
THE PLAN............................................................ 6
Introduction................................................... 6
Purpose of the Plan............................................ 6
Administration of the Plan..................................... 6
Eligible Employees............................................. 6
Form of Options Under the Plan................................. 7
Purchase Price of Shares....................................... 7
Purchases of Shares............................................ 8
Limits on Purchases During an Election Period.................. 8
Designation of Beneficiary..................................... 9
Termination, Amendment or Discontinuance of the Plan........... 9
Changes in The Plan; Change of Control......................... 9
Securities Subject to the Plan................................. 9
THE "CAPTIVE BROKER" PROGRAM........................................ 9
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES....................... 10
Tax Treatment of Participants.................................. 10
Qualifying Dispositions:.................................. 10
Disqualifying Dispositions:............................... 11
Withholding Taxes.............................................. 12
State Income Taxes............................................. 12
Foreign Taxes.................................................. 12
PLAN NOT SUBJECT TO ERISA........................................... 13
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES................. 13
EXPERTS............................................................. 13
LEGAL OPINIONS...................................................... 13
THE COMPANY
The Company was incorporated under the laws of the State of Delaware on
January 8, 1987. On March 4, 1987, it succeeded by merger to the business and
assets of Jacobs Engineering Group Inc., a California corporation that in 1974
had succeeded to a business commenced in 1947. Unless the context otherwise
requires, all references herein to the "Company", "we", "us" or "our" are to
both the Delaware corporation and its predecessors. The executive offices of
the Company are located at 1111 South Arroyo Parkway, Pasadena, California
91105, telephone (626) 578-3500.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith, we file reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). You may read and copy any materials that we file with the
Commission at the Public Reference Room maintained by the Commission at 450
Fifth Street, NW, Washington, D.C. 20549. These materials can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005. You can also obtain information about the operation of the
Commission's Public Reference Room by calling the Commission at 1-800-SEC-0330.
The Commission also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and other information regarding issuers that file
electronically with the Commission.
We have filed with the Commission in Washington, D.C., a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933 with respect to the securities offered hereby. Part I of this prospectus
does not contain all of the information set forth in the Registration Statement.
For further information with respect to the Company and the securities offered
hereby, reference is made to Part II of the Registration Statement, including
the exhibits and financial statements and schedules filed with it or
incorporated in it by reference. Statements contained in this prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or incorporated
therein by reference, each statement being qualified in its entirety by such
references. The Registration Statement, including the exhibits thereto, may be
inspected and copied as described above.
We furnish to employees eligible to receive the options described in this
prospectus annual reports containing audited financial statements accompanied by
the report of its independent auditors and quarterly reports containing
unaudited financial information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference the information we file with the
Commission, which means that we are disclosing important information to you by
referring you to those documents. Specifically, we incorporate by reference the
following documents:
(1) The Annual Report on Form 10-K of the Company for the year ended
September 30, 2000;
(2) The Quarterly Report on Form 10-Q of the Company for the quarter ended
December 31, 2000; and
(3) The description of the Company's common stock contained in a
registration statement we filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All the documents we subsequently file 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 in this prospectus 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 the prospectus to the extent that a statement contained in any
other
5
subsequently filed document modifies or replaces such statement. Any such
statement so modified or superseded cannot be deemed to constitute a part of the
prospectus, except as so modified or superseded.
From time to time, we may also update the information contained in this
prospectus either by (i) distributing to all eligible employees a supplement to
the prospectus setting forth such updated information, or (ii) setting forth
such updated information in the Company's Proxy Statement, Annual Financial
Statements and Review of Operations and Summary Annual Report, and such
information shall be deemed to be incorporated by reference herein.
We will deliver to all eligible employees copies of all reports, proxy
statements and other communications distributed to stockholders generally. We
will also provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any and all
documents listed above as being incorporated herein by reference, other than
exhibits to such documents, as well as a copy of the 1989 Employee Stock
Purchase Plan, as Amended and Restated. Eligible employees may obtain copies of
any of the documents referred to in this section of the prospectus from John W.
Prosser, Jr., Senior Vice President, Finance and Administration and Treasurer,
Jacobs Engineering Group Inc., 1111 South Arroyo Parkway, Pasadena, California
91105, telephone (626) 578-3500.
THE PLAN
Introduction
This prospectus describes the Jacobs Engineering Group Inc. 1989 Employee
Stock Purchase Plan, as Amended and Restated (the "Plan"). The Plan was
initially approved by the Board of Directors of the Company (the "Board of
Directors") on December 15, 1988, and by the stockholders of the Company on
February 14, 1989. Since then the Board of Directors and our stockholders have
increased the total number of shares reserved for the Plan to 5,406,777 shares
and have extended the expiration date of the Plan to March 31, 2009. As of
May 4, 2001, a total of 3,280,643 shares had been issued under the Plan, and
there are now 2,126,134 shares reserved for issuance under the Plan.
Purpose of the Plan
The purpose of the Plan is to encourage all full-time employees of the
Company, its domestic subsidiaries and those of its foreign subsidiaries that
have been or that may hereafter be included in the Plan to acquire an equity
position in the Company and thereby share in the future performance of the
Company.
Administration of the Plan
The Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). Only members of the Board of Directors are
eligible to serve as members of the Committee. Members of the Committee are
appointed by the Board of Directors to serve a one year term and may be removed
at the Board of Directors' discretion. Members of the Committee do not receive
any compensation from the Plan, but they are compensated by the Company for
their services as directors and as members of the Committee. The Committee is
authorized to construe and interpret the Plan, to define the terms used in the
Plan, to determine eligibility for participation and benefits, to prescribe,
amend and rescind rules and regulations for the administration of the Plan and
to take any other action in connection with the administration of the Plan and
the options granted under the Plan that it may deem proper.
The following directors are now members of the Committee: Dr. James
Clayburn LaForce, Dr. Dale R. Laurance, Linda Fayne Levinson, Robert B. Gwyn and
Rear Admiral Benjamin F. Montoya.
Eligible Employees
All employees of the Company, all employees of the Company's 50% or more
owned subsidiaries that are incorporated within the United States and all
employees of any foreign subsidiaries designated by the Board of Directors are
eligible to participate in the Plan unless they are excluded from participation
by the provisions described below.
The Board of Directors may change the designation of participating
subsidiaries in the Plan at any time. Unless otherwise determined by the Board
of Directors, employees of domestic corporations that are acquired by the
Company
6
and become 50% or more owned subsidiaries are eligible to participate in the
Plan, subject to the qualifications described in the following paragraph. In the
discretion of the Committee, such employees may receive credit for time worked
for the acquired corporation for the purpose of determining eligibility.
The following employees are not eligible to participate in the Plan:
(a) Employees who normally work fewer than 20 hours each week, employees
who normally work five or fewer months during our fiscal year, or
employees who have completed less than one year of service with us or
one of our participating subsidiaries as of the first day of any
election period.
(b) Employees who are members of a collective bargaining unit that has not
agreed to participate in the Plan.
(c) Any employee who would own more than five percent of our common stock
immediately after an option under the Plan were granted to such
employee.
We estimate that, as of March 1, 2001, there were approximately 17,800
employees of the Company and its subsidiaries who were eligible to participate
in the Plan.
Form of Options Under the Plan
The options granted under the Plan are intended to be treated as options
granted pursuant to an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986. Under the Plan each eligible employee may
purchase our common stock at a price determined as described below, through
payroll deductions. An election to exercise an option will be effective for a
six month election period commencing on each March 1 and September 1 of each
year in which the Plan is effective. An election to participate in the Plan is
irrevocable during the election period for which it is made.
Prior to the commencement of each election period, the Company will give
each eligible employee an opportunity to complete a payroll deduction
authorization form authorizing the Company to deduct an amount equal to any
whole percentile from two percent (2%) to fifteen percent (15%) of such eligible
employee's basic salary and apply the deduction to the exercise of options under
the Plan. Employees who have elected to participate in the Plan are referred to
as "participants" in the Plan and in this prospectus.
An employee need not elect to participate in the Plan if he or she does not
wish to do so.
Purchase Price of Shares
The purchase price for shares that may be purchased upon the exercise of
options under the Plan will be the lesser of
(1) 90% of the fair market value of our common stock on the first day of
the election period, or
(2) 90% of the fair market value of our common stock on the last day of
the election period.
The fair market value of the common stock is equal to the closing price for
the common stock as reported in the composite transactions report of the New
York Stock Exchange for the day for which the fair market value is to be
determined, or, if the New York Stock Exchange is closed on that day, then the
immediately preceding day on which it is open.
However, the Committee may, in its sole discretion, and at any time before
the commencement of a six month election period under the Plan, change the
formula for determining the option price to any percentage of the fair market
value of the common stock from 85% to 100% and determine that the fair market
value of the stock for purposes of the Plan shall be determined as of the last
day of the six month election period.
7
Purchases of Shares
At the end of each election period, the amount withheld from each
participant will be determined, and we will issue to each participant that
number of whole shares of our common stock equal to the total amount withheld
from such participant's compensation during the election period, subject to the
limits described below, divided by the purchase price of one share of common
stock. Any amounts withheld that do not constitute a full share of stock will
be carried over to the next election period or returned to the participant
without interest if the participant does not elect to participate in the Plan
during the next election period.
Pending their application for the purchase of shares of common stock, we
will hold amounts withheld from participants as its general funds and may
utilize such funds for general corporate purposes, with no obligation to pay
interest on the same. We will enter on our records a liability to the
respective participants in an amount equal to the cumulative amount withheld.
Until the funds are applied to the purchase of shares by the participants, the
participants for whom the funds are being held are subject to the risk that we
may become insolvent or bankrupt. We will send a statement to each participant
showing the total withholdings being held for such participant's account as soon
as practicable after the end of each election period.
No participant will have any rights as a stockholder with respect to any
shares until they are issued to such participant at the end of an election
period. No adjustment will be made or additional amount paid as a result of
dividends or other rights for which the record date is prior to the date on
which the shares are issued to the participant. However, under the formula for
determining the purchase price of options under the Plan, if there were any
stock dividend, stock split or other like change in our common stock during an
election period, then the number of shares to be purchased at the end of the
election period would be automatically adjusted in proportion to such change.
Once an eligible employee has elected to participate in the Plan for an
election period, he or she cannot terminate his or her election during that
election period unless he or she also terminates his or her employment with us
and our subsidiaries. See also "United States Federal Income Tax Consequences-
Tax Treatment of Participants", below.
If a participant ceases to be employed by the Company or a participating
subsidiary because of disability, retirement or voluntary or involuntary
termination or any other reason except death, then the participant's rights
under the Plan will immediately terminate, and we will refund to him or her (or
his or her personal representative), without interest, all withholdings that
have not theretofore been applied to the purchase of shares. The receipt of
such refunds will be free of any tax. The effect of a participant's taking a
leave of absence will be determined by the Committee in compliance with the
income tax regulations.
Limits on Purchases During an Election Period
There are two limits on the number of shares that a participant may
purchase during each election period:
(1) A participant may not purchase stock under the Plan having a fair
market value, determined on the first day of each election period, in
excess of $25,000 during any calendar year. Since purchases are
currently made at 90% of fair market value, this means that no
participant may have payroll deductions for the Plan of more than
$22,500, including carryovers from prior election periods, during any
calendar year.
(2) In addition, the maximum number of shares that a participant may
purchase in any six month election period will be determined as of the
first day of each election period, and will be based upon the
assumption that the employee's basic compensation will not change
after the first day of the election period. The maximum number of
shares that a participant may purchase in any six month election
period will be equal to 150% of the quotient obtained by dividing 15%
of the total compensation assumed to be earned by the participant
during the six month election period by 90% of the fair market value
of one share of common stock on the first day of the six month
election period. Subject to the limitation referred to in paragraph
(1), above, any excess withholdings resulting from this limitation
will be used to buy common stock for the participant at the end of the
next six month election period, or will be refunded to the participant
without interest if the participant does not elect to purchase common
stock pursuant to the Plan during the next six month election period.
8
We are not obligated to inform any participant in advance of the end of any
six month election period the maximum number of shares the participant may
purchase during that election period.
Designation of Beneficiary
Each participant may designate, by a written instruction to us, a
beneficiary of his or her withholdings. If the participant dies after the end
of an election period but before the shares that he or she has purchased have
been issued and delivered, then the shares and any excess cash withholdings will
be delivered to the beneficiary. If the participant dies during an election
period, then all withholdings will be delivered to the named beneficiary.
A participant may designate any person as a beneficiary, but, if the
participant is married, then any designation other than his or her spouse must
receive the written consent of the spouse. If a participant does not designate
a beneficiary, then, upon death, his or her shares will be delivered to his or
her spouse. If there is no living spouse, then we will deliver them to the
participant's executor or administrator, or, if none, to the participant's
dependents or relatives, or, if none, to such other person as the Committee
deems appropriate.
Termination, Amendment or Discontinuance of the Plan
The term of the Plan began on March 1, 1989 and will end on March 31, 2009.
The Plan permits the Board of Directors to amend, suspend or discontinue
the Plan at any time. However, no participant's rights to purchase common stock
with salary deductions made prior to the time of the change may be affected by
any such amendment, suspension, discontinuance or termination.
Changes in The Plan; Change of Control
The Board of Directors may not amend the Plan without stockholder approval
if the proposed amendment would increase the number of shares of common stock
authorized to be issued under the Plan, materially increase the benefits to
participants under the Plan, materially modify the requirements as to
eligibility in the Plan, withdraw administration of the Plan from the Committee
or permit any member of the Committee to receive an option under the Plan or
otherwise receive any form of option, stock appreciation right or stock from the
Company except pursuant to a nondiscretionary formula plan.
In the event of any merger, recapitalization, consolidation, reorganization
or other similar event affecting the Company, the Committee may make an
appropriate adjustment, including the substitution and issuance of shares in any
successor corporation for common stock of the Company to be issued under the
Plan.
If we are acquired by merger, or if substantially all of its assets or
stock are acquired, then all options outstanding under the Plan will
automatically be exercised immediately prior to the effective date of the
acquisition. The exercise price in such an event will be equal to 90% of the
lower of the fair market value of our common stock on the first day of the
election period in which the acquisition occurs or the fair market value of the
stock immediately prior to the effective date of the acquisition.
Securities Subject to the Plan
The shares to be issued upon the exercise of options granted under the Plan
have been reserved from the authorized but unissued common stock of the Company.
The shares to be delivered under the Plan may, however, be purchased by us on
the open market or from any person.
THE "CAPTIVE BROKER" PROGRAM
All shares issued to each participant will be delivered to an individual
brokerage account that will be maintained for each participant by a securities
broker selected by us solely for the purpose of holding and selling, or
delivering, in accordance with the participant's instructions to such broker,
shares purchased by the optionee under the Plan. All
9
participants whose shares are held for them by the such broker must communicate
directly with the broker regarding such shares. The current broker is Charles
Schwab & Co.
However, any participant who was participating in the Plan prior to March
1, 1996, who has instructed the Company that he or she did not wish to
participate in the captive broker program, and who has participated in the Plan
continuously since March 1, 1996, will continue to receive certificates for
shares purchased pursuant to the Plan.
Our responsibility under the captive broker program is limited to giving
the broker the names, addresses and social security numbers of participants who
are also participating in the captive broker program, issuing the shares to the
persons who are entitled under the Plan to an account at a securities depository
designated by such broker and delivering to the broker a list of the persons to
whom such shares have been issued and the number of shares to which each such
person is entitled under the Plan.
THE BROKER IS RESPONSIBLE FOR ALL OTHER ASPECTS OF THE ADMINISTRATION OF
THE CAPTIVE BROKER PROGRAM, AND THE COMPANY WILL HAVE NO RESPONSIBILITY FOR ANY
ERRORS OR OMISSIONS OF THE BROKER OR ITS EMPLOYEES, AGENTS OR CONTRACTORS.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary of federal income tax rules applicable to the Plan
does not purport to be complete. Eligible employees should consider consulting
their own tax advisors regarding the federal income tax consequences of
purchasing shares under the Plan and subsequently disposing of such shares.
The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986. The options to be granted
under the Plan are, accordingly, referred to as "Section 423 options" in this
discussion.
Under the Plan the dates of grant are on March 1 and September 1 of each
year, and the dates of exercise are six months after the date of grant. A
participant will not recognize income for federal income tax purposes either
upon the receipt of a Section 423 option or upon its exercise. However, the
amount of the optionee's salary that is withheld for the purpose of the Plan is
taxable income to the participant and is subject to withholding taxes and,
ultimately, to federal income tax.
Tax Treatment of Participants
A participant will recognize ordinary income and capital gain or loss upon
the sale of shares acquired pursuant to a Section 423 option in amounts that
depend on whether the shares are sold in a "qualifying disposition", or in a
transaction that does not meet the requirements of a "qualifying disposition"
(referred to as a "disqualifying disposition").
In both a "qualifying disposition" and a "disqualifying disposition" the
"total gain realized" is the difference between the sales price received for the
shares sold, less any sales commissions, and the amount paid for the shares
sold.
Qualifying Dispositions:
A "qualifying disposition" is a sale that takes place not less than:
(a) One year after the date on which the shares are issued to the
participant; and
(b) Two years after the option is granted.
Since options are deemed to be granted at the beginning of each election
period, and since each election period is six months in length, only a
disposition that occurs after the eighteenth month from the date the shares are
issued to the participant may constitute a "qualifying disposition".
10
In a "qualifying disposition" part of the gain will be treated as ordinary
income to the extent that the purchase price of the stock acquired is less than
100% of the stock's fair market value ("FMV") on the date the option is granted.
The part of the gain that will be treated as ordinary income will be the lesser
of the following:
(a) The discount in the option price or purchase price on the date of
grant; or
(b) The excess of the FMV of the shares at the time of sale by the
participant over the purchase price. If the FMV of the shares at the
time of sale by the participant is less than the purchase price, then
there is no gain and consequently no ordinary income, and the full
amount of the loss is a capital loss.
Disqualifying Dispositions:
If a participant sells shares acquired pursuant to a Section 423 option in
a transaction that does not qualify under the rules discussed above for a
"qualifying disposition," then the entire difference between the FMV of the
shares on the date the shares were purchased and the purchase price of those
shares is taxable as ordinary income in the year of sale or other disposition.
The amount of ordinary income that will be recognized on a disqualifying
disposition may be greater or less than the total gain realized on the sale of
the shares, because the amount of ordinary income is measured by reference to
the difference between the FMV of the shares on the date the shares were
purchased and the purchase price. Therefore, the participant will recognize
capital gain or loss in the year of sale equal to the difference between the
total gain realized on the sale and the amount that is required to be treated as
ordinary income. Capital gains and losses will be long-term if the stock is
held for at least 12 months from date of purchase, and they will be short-term
if held for a shorter period. The examples below do not distinguish between
long-term and short-term capital gains and losses.
We receive a tax deduction for federal income tax purposes to the extent
that a participant has taxable ordinary income on a disqualifying disposition.
We will treat transfers of record ownership of shares, including transfers to
brokers or nominees, or into "street name" accounts, as dispositions. In order
to avoid this treatment, the participant may notify us in writing of the
circumstances of the particular sale or transfer of stock. However, our
issuance of a participant's shares into an account maintained by the broker
pursuant to the "captive broker" program will not be treated as a disposition
(see "The 'Captive Broker' Program", above).
If any sale or transfer occurs within eighteen months after the purchase
date, we will add to the participant's taxable compensation on Form W-2 for the
year in which the sale or transfer occurs the amount of ordinary income deemed
to be realized by the participant as if the sale or transfer were in fact a
disqualifying disposition. In order to determine the amount of income to be
reported, we will utilize information from the broker regarding sales and
transfers constituting disqualifying dispositions.
Examples:
The examples set forth below are intended to provide a general
understanding of the rules discussed above and do not purport to provide a
complete analysis of the income tax effects of all possible transactions in
shares acquired through the Plan:
Example #1 (market value of the common stock increases during the election
period, and the stock is sold ultimately at a gain in an amount greater
than the FMV of the stock on the date of exercise):
Beginning of End of Option "Qualifying" "Disqualifying"
Option Period Period Disposition Disposition
--------------- ------------- -------------- ----------------
Stock's FMV....................... $42.00 $45.00
Option price...................... 37.80 40.50
------ ------
Discount........................ $ 4.20 $ 4.50
Assumed sales price............... $48.00 $48.00
Purchase price (basis)............ 37.80 37.80
------ ------
Total gain...................... $10.20 $10.20
Components of "total gain":
Ordinary income................. $ 4.20 $ 7.20
Capital gain (loss)............. 6.00 3.00
------ ------
Total gain................... $10.20 $10.20
11
Example #2 (market value of the common stock decreases during the option period,
and the stock is sold ultimately at a gain, but at an amount less than the
FMV of the stock on the date of exercise):
Beginning of End of Option "Qualifying" "Disqualifying"
Option Period Period Disposition Disposition
--------------- -------------- -------------- -----------------
Stock's FMV....................... $42.00 $37.00
Option price...................... 37.80 33.30
------ ------
Discount........................ $ 4.20 $ 3.70
Assumed sales price............... $36.00 $36.00
Purchase price (basis)............ 33.30 33.30
------ ------
Total gain...................... $ 2.70 $ 2.70
Components of "total gain":
Ordinary income................. $ 2.70 $ 3.70
Capital gain (loss)............. 0.00 (1.00)
------ ------
Total gain................... $ 2.70 $ 2.70
Example #3 (market value of the common stock increases during the option period,
and the stock is sold ultimately at a gain, but at an amount less than the
FMV of the stock on the date of exercise):
Beginning of End of Option "Qualifying" "Disqualifying"
Option Period Period Disposition Disposition
--------------- --------------- --------------- -----------------
Stock's FMV....................... $42.00 $47.00
Option price...................... 37.80 42.30
------ ------
Discount........................ $ 4.20 $ 4.70
Assumed sales price............... $45.00 $45.00
Purchase price (basis)............ 37.80 37.80
------ ------
Total gain...................... $ 7.20 $ 7.20
Components of "total gain":
Ordinary income................. $ 4.20 $ 9.20
Capital gain (loss)............. 3.00 (2.00)
------ ------
Total gain...................... $ 7.20 $ 7.20
Withholding Taxes
We are required to withhold federal income taxes and certain other amounts
required by applicable laws from employee compensation. Such withholdings will
be calculated on amounts that include payroll deductions under the Plan. We may
implement any rule or procedure that it deems appropriate for such withholdings.
State Income Taxes
Participants should also be aware that the consequences under applicable
state income tax laws may not be the same as under the federal income tax laws.
Foreign Taxes
The tax laws of countries other than the United States applicable to the
Plan may differ substantially from the tax laws of the United States. Eligible
employees who live or work outside the United States should consult their local
tax advisors regarding their participation in the Plan.
12
PLAN NOT SUBJECT TO ERISA
The Plan is not an "employee benefit plan" within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and, as
such, is not subject to any provisions of ERISA.
The Plan is not required to be qualified under Section 401(a) of the
Internal Revenue Code, which is applicable to pension, profit sharing and stock
bonus plans subject to ERISA, and has not been so qualified.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company and the Bylaws of the Company provide for the
indemnification of directors and officers under certain circumstances from
certain liabilities, including liabilities arising under the Securities Act of
1933. We may, from time to time, maintain a policy, or policies, of directors'
and officers' liability insurance that 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 and persons
controlling the Company pursuant to the foregoing provisions, or otherwise, we
have 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.
EXPERTS
The consolidated financial statements of Jacobs Engineering Group Inc.
incorporated by reference in Jacobs Engineering Group Inc.'s Annual Report (Form
10-K) for the year ended September 30, 2000, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such financial statements (to the extent covered
by consents filed with the Securities and Exchange Commission) given on the
authority of such firm as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the common stock offered hereunder will be passed upon by
Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, California
90071.
13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The undertakings required by this item are set forth in the prospectus
comprising a portion of this Registration Statement under the caption
"Incorporation of Certain Documents by Reference", and said undertakings and the
documents referred to therein are hereby incorporated in this item by reference
to the prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Article 15 of the Company's
Certificate of Incorporation provides that the officers and directors of the
Company shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law, as amended from time
to time (the "DGCL"). Section 145 of the DGCL provides that a Delaware
corporation has the power to indemnify officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the DGCL 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 such director or officer 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 or her 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 by such person 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 such person 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 claim, 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 was 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(c) 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 or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Subsection (e) of Section 145
requires an undertaking by or on behalf of such director or officer to repay any
such expenses advanced to such director or officer by the corporation if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
14
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 Company to maintain insurance on behalf of a director or officer
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Company would have the power to indemnify him or her against such
liabilities under Section 145.
Article 14 of the Company's Certificate of Incorporation provides that, to
the fullest extent permitted under the DGCL, a director of the Company shall not
be personally liable to the Company 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 Company or its stockholders, (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 DGCL or (iv) for any
transaction for which the director derived an improper benefit. Article 14
further provides that if the DGCL is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL, 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 Company 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 Company existing
at the time of the repeal or modification.
Article 15 of the Company's Certificate of Incorporation provides that the
Company shall indemnify to the fullest extent authorized or permitted by law any
person made, or threatened to be made, a party to any action or proceeding
(whether civil or criminal or otherwise) by reason of the fact that he or she,
his or her testator or intestate, is or was a director or officer of the Company
or by reason of the fact that such director or officer, at the request of the
Company, is or was serving in any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.
The Company 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
Company pursuant to the foregoing provisions, the Company 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.
Item 8. List of Exhibits
*4.1 Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as
Amended and Restated.
4.2 Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 1O-Q for the period ended June 30,
1995, as amended pursuant to the Schedule 14A filed January 9, 2001 and
incorporated herein by reference.
4.3 Bylaws of the Company. Filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the period ended September 30, 1998 and
incorporated herein by reference.
4.4 Amended and Restated Rights Agreement, amended and restated as of December
20, 2000 by and between the Company and Mellon Investor Services LLC, as
Rights Agent. Filed as Exhibit 1 to the Company's Form 8-A/A filed on
December 22, 2000 and incorporated herein by reference.
* 5 Opinion of Gibson, Dunn & Crutcher LLP.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
*24 Power of Attorney (included on page 17 of this Registration Statement).
- ---------------
*Filed herewith.
15
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during the 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. 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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 the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that 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 reports filed by the
registrant pursuant 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 Plan and the expiration of all options granted thereunder.
(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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.
16
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 26th day of
April, 2001.
JACOBS ENGINEERING GROUP INC.
By: /s/ Noel G. Watson
______________________________________
(Noel G. Watson)
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under "SIGNATURES" constitutes and appoints Noel G. Watson, William C.
Markley, III and John W. Prosser, Jr., his or her true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all capacities, to sign any or all amendments
to this registration statement, 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 or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, 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, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Director and Principal April 26, 2001
/s/ Noel G. Watson Executive Officer
- ------------------------------------------
(Noel G. Watson)
/s/ Joseph J. Jacobs Director April 26, 2001
- ------------------------------------------
(Joseph J. Jacobs)
/s/ Richard E. Beumer Director April 26, 2001
- ------------------------------------------
(Richard E. Beumer)
/s/ Peter H. Dailey Director April 26, 2001
- ------------------------------------------
(Peter H. Dailey)
/s/ Robert C. Davidson, Jr. Director April 26, 2001
- ------------------------------------------
(Robert C. Davidson, Jr.)
/s/ Robert B. Gwyn Director April 26, 2001
- ------------------------------------------
(Robert B. Gwyn)
17
Signature Title Date
--------- ----- ----
/s/ Linda K. Jacobs Director April 26, 2001
- ------------------------------------------
(Linda K. Jacobs)
/s/ James Clayburn LaForce Director April 26, 2001
- ------------------------------------------
(James Clayburn LaForce)
/s/ Dale R. Laurance Director April 26, 2001
- ------------------------------------------
(Dale R. Laurance)
/s/ Linda Fayne Levinson Director April 26, 2001
- ------------------------------------------
(Linda Fayne Levinson)
/s/ Benjamin F. Montoya Director April 26, 2001
- ------------------------------------------
(Benjamin F. Montoya)
/s/ David M. Petrone Director April 26, 2001
- ------------------------------------------
(David M. Petrone)
/s/ James L. Rainey, Jr. Director April 26, 2001
- ------------------------------------------
(James L. Rainey, Jr.)
/s/ John W. Prosser, Jr. Principal Financial Officer April 26, 2001
- ------------------------------------------
(John W. Prosser, Jr.)
/s/ Nazim G. Thawerbhoy Principal Accounting Officer April 26, 2001
- ------------------------------------------
(Nazim G. Thawerbhoy)
18