Ecology and Environment, Inc. S-8
As Filed With the Securities and Exchange Commission on January 27, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECOLOGY AND ENVIRONMENT, INC.
(Exact name of issuer as specified in its charter)
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New York
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16-0971022 |
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(State or other jurisdiction
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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368 Pleasant View Drive
Lancaster, New York 14086-1397
(Address of principal executive offices including zip code)
ECOLOGY AND ENVIRONMENT, INC.
2003 Stock Award Plan
(Full title of the plan)
Gerhard J. Neumaier, President
ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, New York 14086-1397
(Name and address of agent for service)
(716) 684-8060
(Telephone number, including area code, of agent for service)
Copies to:
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David H. Alexander, Esq.
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Ronald L. Frank, Executive V.P. |
Gross, Shuman, Brizdle & Gilfillan, P.C.
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Ecology and Environment, Inc. |
465 Main Street, Suite 600
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368 Pleasant View Drive |
Buffalo, New York 14203
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Lancaster, New York 14086 |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of |
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maximum |
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maximum |
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securities |
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Amount |
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offering |
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Aggregate |
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Amount of |
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to be |
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to be |
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price |
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offering |
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registration |
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registered |
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registered (1) |
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per share (2) |
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price (2) |
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fee |
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Class A
Common Stock,
$.0l par
value |
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200,000 |
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$9.21 |
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$1,842,000 |
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$197.10 |
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(1) |
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This Registration Statement also includes an indeterminate number of additional shares of Class
A Common Stock of the Registrant which may be issuable pursuant to the Plan as a result of stock
splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. |
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This calculation which is made solely for the purpose of determining the amount of the
registration fee, is made pursuant to Rule 457 and is based on a price of $9.21 per share, the
average of the high and low price of a share of common stock on January 25, 2006, as reported on
the American Stock Exchange. |
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange Commission (the
Commission) are hereby incorporated by reference as of their respective dates:
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(1) |
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The Companys Annual Report on Form 10-K for the year ended
July 31, 2005. |
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(2) |
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The Companys Quarterly Report on Form 10-Q for the quarterly
period ended October 29, 2005. |
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(3) |
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The description of the Common Stock of Ecology and Environment,
Inc. in the Registration Statement on Form 10 filed pursuant to the
Exchange Act and all amendments and reports for the purpose of updating
such description. |
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and documents.
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Item 4. Description of Securities.
Not Required.
Item 5. Interests of Named Experts and Counsel.
Not Required.
Item 6. Indemnification of Directors and Officers.
The Company currently has purchased officers and directors liability insurance. Subject to a
$75,000 corporate reimbursement, the policy will cover certain claims against officers and
directors of the Company up to $5,000,000. Paragraph EIGHTH of the Companys Certificate of
Incorporation eliminates a directors personal liability to the Company or its shareholders for
damages for breach of fiduciary duty as a director to the fullest extent permitted by New York law.
The New York Business Corporation Law generally provides that a corporation may indemnify a
person who was made a party to any threatened or pending proceeding (including a lawsuit) by reason
of his position if he acted in good faith and in a manner he reasonably believed to be in the best
interests of the corporation, and in certain cases may advance expenses incurred in defending any
proceeding. To the extent that a director or officer is successful on the merits in any proceeding
as to which such person is to be indemnified, the corporation must indemnify him against all
expenses incurred, including attorneys fees. With respect to a derivative action, indemnity may
be made only with Court approval where the person seeking indemnification has been found liable for
gross negligence or misconduct in the performance of his duty.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
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Exhibit No. |
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Description |
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4.3
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Ecology and Environment, Inc. 2003 Stock Award Plan |
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5.1
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Opinion and Consent of Gross, Shuman, Brizdle & Gilfillan, P.C. |
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23.1
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Consent of PricewaterhouseCoopers, LLP |
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23.2
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Consent of Schneider Downs & Co., Inc. |
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23.3
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Consent of Gross, Shuman, Brizdle & Gilfillan, P.C. is
included in the Opinion filed as Exhibit 5.1 to this
Registration Statement |
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement;
(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
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement.
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that Paragraphs (a)(1)(i) and (a) (1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by this paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
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relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to Section 13(a) or 15(b) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by referenced 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.
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(h) 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.
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SIGNATURES
The Registrant. 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 caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Lancaster, State of New York
on the 27th day of January, 2006.
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ECOLOGY AND ENVIRONMENT, INC.
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By: |
/s/ Gerhard J. Neumaier
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Gerhard J. Neumaier, President |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Gerhard J. Neumaier
Gerhard J. Neumaier |
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President, (Chief
Executive Officer)
and Director
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January 27, 2006 |
/s/ Frank B. Silvestro
Frank B. Silvestro |
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Executive
Vice-President and
Director
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January 27, 2006 |
/s/ Gerald A. Strobel
Gerald A. Strobel |
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Executive
Vice-President and
Director
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January 27, 2006 |
/s/ Ronald L. Frank
Ronald L. Frank |
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Secretary, Treasurer,
Executive
Vice-President of
Finance (Principal
Financial and
Accounting Officer)
and Director
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January 27, 2006 |
/s/ Gerard A. Gallagher, Jr.
Gerard A. Gallagher, Jr. |
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Director
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January 27, 2006 |
/s/ Harvey J. Gross
Harvey J. Gross |
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Director
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January 27, 2006 |
/s/ Ross M. Cellino
Ross M. Cellino |
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Director
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January 27, 2006 |
/s/ Timothy Butler
Timothy Butler |
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Director
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January 27, 2006 |
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EXHIBIT INDEX
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Exhibit |
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Sequentially |
Number |
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Exhibit |
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Numbered Page |
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4.3
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Ecology and Environment, Inc. 2003 Stock Award
Plan
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10 |
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5.1
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Opinion and Consent of Gross, Shuman, Brizdle &
Gilfillan, P.C.
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13 |
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23.1
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Consent of PricewaterhouseCoopers, LLP
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15 |
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23.2
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Consent of Schneider Downs & Co., Inc.
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23.3
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Consent of Gross, Shuman, Brizdle & Gilfillan,
P.C. is included in the Opinion as filed as
Exhibit 5.1 to this Registration Statement |
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