As filed with the Securities and Exchange Commission on May 8, 2015
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 06-0853807 |
(State or other jurisdiction of Incorporation) | | (I.R.S. Employer I.D. number) |
21 Griffin Road North
Windsor, Connecticut 06095
(860) 298-9692
(Address and telephone number of Registrant's principal executive offices)
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
(Full Title of Plan)
Martin H. Dodd
Senior Vice President and General Counsel
TRC Companies, Inc.
21 Griffin Road North
Windsor, Connecticut 06095
(860) 298-9692
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” or a “smaller reporting company”. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | | Amount to be Registered | | | Proposed Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee | |
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Common Stock, $.10 Par Value Per Share | | 1,500,000 |
| (1) | | $ | 8.16 |
| (2) | | $ | 12,240,000 |
| | $ | 1,422.29 |
| (2) |
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(1) | The registrant previously registered shares of Common Stock to be offered or issued pursuant to the 2007 Equity Incentive Plan subsequently renamed The Amended and Restated 2007 Equity Incentive Plan (the “Plan”) on Form S-8 (File Nos. 333-173921, 333-153908 and 333-186475). This registration statement on Form S-8 covers additional shares of Common Stock to be offered or issued pursuant to the Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover an indeterminate amount of securities to be offered or sold pursuant to the Plan, as amended and restated, by reason of stock splits, stock dividends or similar transactions. |
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(2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and amount of the registration fee are based upon the average of the high and low sale prices reported by the New York Stock Exchange on May 6, 2015. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only. |
This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Forms S-8 (SEC File Nos. 333-173921, 333-153908, and 333-186475) of the Registrant are effective. The information contained in the Registrant's registration statements on Forms S-8 (SEC File Nos. 333-173921, 333-153908 and 333-186475) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated by reference in this Registration Statement:
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a) | The Registrant's Annual Report on Form 10-K for fiscal year ended June 30, 2014, as filed with the Commission on September 10, 2014; |
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b) | The Registrants Quarterly Reports on Form 10-Q for the quarters ended September 26, 2014, December 26, 2014 and March 27, 2015; Current Report on Form 8-K filed December 8, 2014; and definitive proxy statement filed on October 22, 2014 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
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c) | The section entitled “Description of Registrant's Securities to be Registered” contained in the Registrant's Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on June 3, 1998, including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement on Form S-8 and to be a part hereof from the date of filing of such documents.
Item 5. Interests of named Experts and Counsel
Martin H. Dodd, Senior Vice President of the Registrant, whose opinion is included herein as Exhibit 5.1 is the beneficial owner of 158,026 shares of the Registrant's Common Stock.
Item 8. Exhibits
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Exhibits | | Description of Document |
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4.1 | | Amended and Restated 2007 Equity Incentive Plan (1) |
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5.1 | | Opinion of Martin H. Dodd (2) |
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23.1 | | Consent of Deloitte & Touche LLP (2) |
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24.1 | | Power of Attorney (included in signature pages hereto) |
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(1) | Incorporated by reference to registrant's proxy statement filed October 22, 2014 |
(2) | Filed herewith. |
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 Windsor, State of Connecticut on the 8th day of May, 2015.
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TRC COMPANIES, INC. |
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By: | | /s/ Thomas W. Bennet, Jr. |
| | Thomas W. Bennet, Jr. Senior Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, each of Christopher P. Vincze and Thomas W. Bennet, Jr. individually, with full power to act alone, his or her true and lawful attorney-in-fact, with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact 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 by the following persons in the capacities and on the dates indicated:
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/s/ Christopher P. Vincze | | Chairman of the Board and | | May 8, 2015 |
Christopher P. Vincze | | Chief Executive Officer | | |
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/s/ John A. Carrig | | Director | | May 8, 2015 |
John A. Carrig | | | | |
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/s/ F. Thomas Casey | | Director | | May 8, 2015 |
F. Thomas Casey | | | | |
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/s/ Stephen M. Duff | | Director | | May 8, 2015 |
Stephen M. Duff | | | | |
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/s/ Richard H. Grogan | | Director | | May 8, 2015 |
Richard H. Grogan | | | | |
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/s/ Robert W. Harvey | | Director | | May 8, 2015 |
Robert W. Harvey | | | | |
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/s/ Stephanie C. Hildebrandt | | Director | | May 8, 2015 |
Stephanie C. Hildebrandt
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/s/ Dennis E. Welch | | Director | | May 8, 2015 |
Dennis E. Welch | | | | |
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/s/ Thomas W. Bennet, Jr. | | Senior Vice President and | | May 8, 2015 |
Thomas W. Bennet, Jr. | | Chief Financial Officer (Principal Financial | | |
| | Officer and Principal Accounting Officer) | | |
EXHIBIT INDEX
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Exhibits | | Description of Document |
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4.1 | | Amended and Restated 2007 Equity Incentive Plan (1) |
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5.1 | | Opinion of Martin H. Dodd (2) |
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23.1 | | Consent of Deloitte & Touche LLP (2) |
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24.1 | | Power of Attorney (included in signature pages hereto) |
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(1) | Incorporated by reference to the Registrant's proxy statement filed October 22, 2014. |
(2) | Filed herewith. |
EXHIBIT 5.1
May 8, 2015
TRC Companies, Inc.
21 Griffin Road North
Windsor, Connecticut 06095
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I hereby give my opinion with respect to the issuance by TRC Companies, Inc., a Delaware corporation (the “Registrant”) of an aggregate of 1,500,000 shares (the “Shares”) of its Common Stock, par value $.10 per share, which may be issued pursuant to the Registrant's Amended and Restated 2007 Equity Incentive Plan (the “Plan”) as set out and described in the Registrant's Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”).
As General Counsel of the Company, I am familiar with the Plan, the corporate actions taken with respect thereto, the Restated Certificate of Incorporation and the Bylaws of the Company. I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents and corporate and public records as I deemed necessary as a basis for the opinion hereinafter expressed. With respect to such, I have assumed the genuineness of all signatures appearing on all documents, and the conformity to the originals of all documents as conformed or reproduced copies.
Based upon the foregoing, it is my opinion that the Shares issuable under the Plan will be, when issued as contemplated by the terms of the Plan, duly and validly issued and fully paid and nonassessable. I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not hereby concede that I come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. I am the beneficial owner of 158,026 shares of the Company's common stock.
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Very truly yours, |
/S/ Martin H. Dodd |
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Martin H. Dodd |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 10, 2014, relating to the financial statements and the effectiveness of TRC Company Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of TRC Companies Inc. for the year ended June 30, 2014.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 8, 2015
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