As filed with the Securities and Exchange Commission on February 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
JACOBS ENGINEERING GROUP INC.
(Exact name of issuer as specified in its charter)
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Delaware 95-4081636
(State of Incorporation) (I.R.S. Employer Identification No.)
1111 South Arroyo Parkway
P.O. Box 2084
Pasadena, California 91105
(Address of principal executive offices, including zip code)
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JACOBS ENGINEERING GROUP INC.
1989 EMPLOYEE STOCK PURCHASE 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 Proposed
maximum maximum Amount of
Title of Amount being offering price aggregate registration
Securities being registered registered per unit* offering price* fee
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Common Stock,
$1.00 per value................. 500,000 $37.125 $18,562,500 $5,161
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* 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 February 22, 1999.
----------------
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. 333-01317, as to which there are now 192,966
shares remaining in the reserve with respect to which the issuer has
previously paid a filing fee of $1,901.
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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
(b) Securities to be Offered (1) Cover Page
(2) Not applicable
(c) Employees who may Participate in The Plan--Eligible Employees
the Plan
(d) Purchase of Securities Pursuant to (1)(2) The Plan--Form of Options under the
the Plan and Payment for Securities (3)(5) Plan;--Purchase Price of Shares;--Limits
Offered 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
(g) Investment of Funds Not applicable
(h) Withdrawal from the Plan; The Plan--Form of Options Under the
Assignment of Interest Plan;--Designation of Beneficiary
(i) Forfeitures and Penalties Not applicable
(j) Charges and Deductions and Liens Therefor The Plan--Limits on Purchases During an
Election Period
2. Registrant Information and Employee Plan Available Information; Incorporation of
Annual Information Certain Documents by Reference
Prospectus
[JE LOGO] JACOBS ENGINEERING GROUP INC.
500,000 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
----------------
Neither the SEC 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 February 26, 1999
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................................................................ 1
AVAILABLE INFORMATION...................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 1
THE PLAN................................................................... 2
Introduction............................................................. 2
Purpose of the Plan...................................................... 2
Administration of the Plan............................................... 2
Eligible Employees....................................................... 3
Form of Options Under the Plan........................................... 3
Purchase Price of Shares................................................. 3
Purchases of Shares...................................................... 4
Limits on Purchases During an Election Period............................ 4
Designation of Beneficiary............................................... 5
Termination, Amendment or Discontinuance of the Plan..................... 5
Changes in The Plan; Change of Control................................... 5
Securities Subject to the Plan........................................... 6
THE "CAPTIVE BROKER" PROGRAM............................................... 6
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.............................. 6
Tax Treatment of Participants............................................ 6
Qualifying Dispositions................................................ 7
Disqualifying Dispositions............................................. 7
Withholding Taxes........................................................ 9
State Income Taxes....................................................... 9
Foreign Taxes............................................................ 9
PLAN NOT SUBJECT TO ERISA.................................................. 9
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES............................ 10
EXPERTS.................................................................... 10
LEGAL OPINIONS............................................................. 10
i
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" 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
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The public may read and copy any materials that we file
with the Commission at the Public Reference Room maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., 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. You can 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.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 with respect to the
securities offered hereby. 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 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.
The Company furnishes 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
There are incorporated herein by reference the following documents of the
Company heretofore filed with the Commission:
(1) The Annual Report on Form 10-K of the Company for the year ended
September 30, 1998;
(2) The Quarterly Report on Form 10-Q of the Company for the quarter
ended December 31, 1998;
(3) The description of the Company's Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company 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.
1
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 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, the Company may also update the information contained in
this Prospectus either by (i) distributing to all Eligible Employees ( as
defined below under "The Plan--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.
The Company will deliver to all Eligible Employees copies of all reports,
proxy statements and other communications distributed to stockholders
generally. The Company 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
Plan. 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 Inc. 1989 Employee Stock
Purchase Plan (the "Plan"). The Plan was approved by the Board of Directors of
the Company on December 15, 1988, and by the shareholders of the Company on
February 14, 1989. Since then the Board of Directors and shareholders of the
Company have increased the total number of shares reserved for the Plan to
3,406,777 shares and have extended the expiration date of the Plan to March
31, 2009. As of February 22, 1999 a total of 2,213,811 shares had been issued
under the Plan, and there are now 692,966 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 and Benefits Committee of the
Board of Directors of the Company (the "Committee"). The members of the
Committee are appointed by the Board of Directors of the Company. The 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 and Robert B.
Gwyn.
2
Eligible Employees
All employees of the Company, of its 50% or more owned subsidiaries that
are incorporated within the United States and 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 of the Company 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 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 the fiscal year of
the Company, or employees who have completed less than one year of service
with the Company or one of the participating subsidiaries of the Company 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 the Common
Stock of the Company immediately after an option under the Plan were
granted to such employee.
The Company estimates that there are approximately 14,700 employees of the
Company and its subsidiaries who are 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 Common Stock of the Company 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 his 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 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 the Common Stock of the Company on
the first day of the Election Period, or
(2) 90% of the fair market value of the 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.
3
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.
Purchases of Shares
At the end of each Election Period, the amount withheld from each
Participant will be determined, and the Company will issue to each Participant
that number of whole shares of its Common Stock equal to the total amount
withheld from his 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, the
Company 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. The Company will enter on its 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 the Company may become insolvent or bankrupt. The Company
will send a statement to each Participant showing the total withholdings being
held by the Company for such Participant's account as soon as practicable
after the end of each Election Period.
No Participant will have any rights as a shareholder 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 the Common Stock of the
Company 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 cannot terminate his election during that Election Period
unless he also terminates his employment with the Company and its
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 the Company will refund to him
(or his 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.
4
(2) In addition, the maximum number of shares that a Participant may
purchase in any six-month Election Period will be determined s 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.
The Company is 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 the Company, 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 the Company 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 of the Company 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 shareholder 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 the Company is 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 the Common Stock of the Company 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.
5
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 the Company 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 the Company (the "Broker") solely for the purpose of
holding and selling, or delivering, in accordance with the Participant's
instructions to the Broker, shares purchased by the Optionee under the Plan.
All Participants whose shares are held for them by the 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.
The Company's 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 the 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").
6
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".
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.
The Company receives a tax deduction for federal income tax purposes to the
extent that a Participant has taxable ordinary income on a disqualifying
disposition. The Company 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 the
Company in writing of the circumstances of the particular sale or transfer of
stock. However, the Company's 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, the Company 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, the Company will utilize information from the Broker
regarding sales and transfers constituting disqualifying dispositions.
7
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 1989 Employee Stock Purchase 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):
End of
Beginning 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
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):
End of
Beginning 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
8
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):
End of
Beginning 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
The Company is 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. The Company 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.
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.
9
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. The Company 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, 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.
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, 1998, 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 upon 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
Messrs. Barton, Klugman & Oetting LLP, 333 South Grand Avenue, 37th Floor, Los
Angeles, California 90071.
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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. Description of Named Expert and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Article 15 of the Company's Restated
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 "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 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 that 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 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.
11
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 and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liabilities under
Section 145.
Article 14 of the Company's Restated Certificate of Incorporation provides
that, to the fullest extent permitted under the GCL, 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.
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 to date.
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 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 Rights Agreement dated as of December 20, 1990 by and between the Company
and First Interstate Bank, Ltd. as Rights Agent. Filed as Exhibit 4.4 to
the Company's Quarterly Report on Form 1O-Q for the period ended June 30,
1995 and incorporated herein by reference.
*5. Opinion of Barton, Klugman & Oetting LLP, including their consent.
*24. (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 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
12
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.
13
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 25th day of
February, 1999.
JACOBS ENGINEERING GROUP INC.
/s/ Noel G. Watson
By:_______________________________
(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 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 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 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 February 25, 1999
____________________________________ Executive Officer
(Noel G. Watson)
/s/ Joseph J. Jacobs Director February 25, 1999
____________________________________
(Joseph J. Jacobs)
/s/ Joseph F. Alibrandi Director February 25, 1999
____________________________________
(Joseph F. Alibrandi)
/s/ Richard E. Beumer Director February 25, 1999
____________________________________
(Richard E. Beumer)
/s/ Peter H. Daily Director February 25, 1999
____________________________________
(Peter H. Daily)
14
Signature Title Date
--------- ----- ----
/s/ Robert B. Gwyn Director February 25, 1999
____________________________________
(Robert B. Gwyn)
/s/ Linda K. Jacobs Director February 25, 1999
____________________________________
(Linda K. Jacobs)
/s/ William Kerler Director February 25, 1999
____________________________________
(William Kerler)
/s/ James Clayburn LaForce Director February 25, 1999
____________________________________
(James Clayburn LaForce)
/s/ Dale R. Laurance Director February 25, 1999
____________________________________
(Dale R. Laurance)
/s/ Linda Fayne Levinson Director February 25, 1999
____________________________________
(Linda Fayne Levinson)
Director February , 1999
____________________________________
(David M. Petrone)
/s/ James L. Rainey, Jr. Director February 25, 1999
____________________________________
(James L. Rainey, Jr.)
/s/ John W. Prosser, Jr. Principal Financial February 25, 1999
____________________________________ Officer
(John W. Prosser, Jr.)
/s/ Nazim G. Thawerbhoy Principal Accounting February 25, 1999
____________________________________ Officer
(Nazim G. Thawerbhoy)
15