AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERCURY WASTE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1827776
(IRS Employer Identification No.)
302 NORTH RIVERFRONT DRIVE, SUITE 100A
MANKATO, MINNESOTA 56001
(Address of principal executive offices)
STOCK OPTION PLAN
(Full title of Plan)
BRAD J. BUSCHER
MERCURY WASTE SOLUTIONS, INC.
302 NORTH RIVERFRONT DRIVE, SUITE 100A
MANKATO, MINNESOTA 56001
(507) 345-0522
(Name, address and telephone number of agent for service)
Copies to:
SHAWN R. MCINTEE, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
90 SOUTH 7TH STREET
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE (1)(2) OFFERING PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (no 185,500 $4.125 $765,187.50 $259.39
par value per share) shares
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</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on the NASDAQ SmallCap Market on July 6, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The contents of the Registration Statement on Form S-8 No. 333-27199,
filed on May 15, 1997.
(b) The contents of the Registrant's Form 10-KSB for the fiscal year ended
December 31, 1997.
(c) The contents of the Registrant's Form 10-QSB for the first quarter
ended March 31, 1998.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
24. Power of Attorney (included on Signature Page).
<PAGE>
SIGNATURES
In accordance with 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 authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, State of Minnesota, on July 9, 1998.
MERCURY WASTE SOLUTIONS, INC.
By /s/ Brad J. Buscher
Brad J. Buscher
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brad J.
Buscher or Shawn R. McIntee, each or either of them, such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's 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 and
agent full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as such person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, lawfully do
or cause to be done by virtue hereof.
In accordance with 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 stated.
Signature Title Date
--------- ----- ----
/s/ Brad J. Buscher Chairman of the Board and July 9, 1998
- ---------------------------- Chief Executive Officer
Brad J. Buscher
/s/ Mark G. Edlund President, Director July 9, 1998
- ----------------------------
Mark G. Edlund
/s/Todd J. Anderson Chief Financial Officer July 9, 1998
- ----------------------------
Todd J. Anderson
/s/ Alan R. Geiwitz Director July 6, 1998
- ----------------------------
Alan R. Geiwitz
/s/ Joel H. Gottesman Director July 8, 1998
- ----------------------------
Joel H. Gottesman
/s/ Robert L. Etter Director July 6, 1998
- ----------------------------
Robert L. Etter
/s/ Frank L. Farrar Director July 8, 1998
- ----------------------------
Frank L. Farrar
<PAGE>
EXHIBITS
Exhibit Number Description of Exhibit Page No.
- -------------- ---------------------- --------
5. Opinion of Maslon Edelman Borman & Brand, LLP. 5
23.1 Consent of McGladrey & Pullen, LLP 6
23.2 Consent of Maslon Edelman Borman & Brand, LLP (contained
in Exhibit 5). 5
24. Power of Attorney (included on Signature page). 3
Exhibit 5
July 9, 1998
Mercury Waste Solutions, Inc.
302 North Riverfront Drive, Suite 100A
Mankato, Minnesota 56001
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Mercury Waste Solutions, Inc. (the
"Company") in connection with a Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission (the "Registration
Statement"), relating to an additional 185,500 shares of Common Stock, $.01 par
value (the "Shares") to be issued by the Company pursuant to the terms of the
Company's Stock Option Plan (the "Plan"). Upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
hereof and including and in reliance upon certain certificates by the Company,
it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan,
and when delivered against payment therefor in the manner contemplated by the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report, dated February 13, 1998, except for Note 9,
as to which the date is March 12, 1998, which appears on page F-2 of the
Company's Form 10-KSB, relating to the financial statements of Mercury Waste
Solutions, Inc. for the years ended December 31, 1997 and 1996.
MCGLADREY & PULLEN, LLP
Minneapolis, Minnesota
July 9, 1998
