<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROY F. WESTON, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-1501990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Weston Way
West Chester, Pennsylvania 19380-1499
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Roy F. Weston, Inc. Stock-Based Incentive Compensation Plan
(Full title of the plan)
Arnold P. Borish, Esq.
General Counsel
Roy F. Weston, Inc.
1400 Weston Way
West Chester, Pennsylvania 19380-1499
(Name and address of agent for service)
(610) 701-3000
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
F. Douglas Raymond, III, Esquire
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
AGGREGATE MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED (2) PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock,
par value
$.10 per share 215,000 shares $2.44 $ 524,600.00 $145.84
- ---------------------------------------------------------------------------------------------------------------------
385,000 shares $3.28 $1,262,800.00 $351.06
- ---------------------------------------------------------------------------------------------------------------------
Total 600,000 shares $1,787,400.00 $496.90
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933. As to shares subject to outstanding but unexercised
options, the price and fee are computed based on the price at which
such options may be exercised. As to remaining shares, the price is
based on the average of the highest and lowest price for the Series A
Common Stock, as reported in the NASDAQ National Market System on June
14, 1999.
(2) Also registered hereby are such additional indeterminate number of
shares of Series A Common Stock or other securities as may become
issuable under the Plan in connection with share splits, share
dividends or similar transactions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange Commission
(the "Commission") for the purpose of registering additional shares of Series A
Common Stock of the registrant in connection with its Stock-Based Incentive
Compensation Plan. Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, Roy F. Weston, Inc. ("Weston" or the "Company") hereby
incorporates by reference the contents of its Registration Statements on Form
S-8 (Registration Nos. 333-56755, 33-40808 and 33-55112) relating to its
Stock-Based Incentive Compensation Plan and any Post-Effective Amendments
thereto, except for the items set forth below.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the Commission
pursuant to the requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated by reference in this registration
statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(c) The description of the Company's Series A Common Stock contained in the
Company's registration statement on Form 8-A, dated February 27, 1987
filed with the Commission, including any amendments or reports filed
for the purpose of updating such description; and
(d) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the filing of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date hereof and prior to the filing with the Commission of a
post-effective amendment which (i) indicates that all securities offered hereby
have been sold or (ii) deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
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 herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein by reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears at page II-4 of this
registration statement for a detailed list of the exhibits filed as a part
hereof.
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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 West Chester, Pennsylvania, on June 17, 1999.
ROY F. WESTON, INC.
By:/s/ William L. Robertson
---------------------------------
William L. Robertson
Chief Executive Officer
II-2
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William L. Robertson and William
G. Mecaughey and each of them, each acting alone, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with the Registrant's registration statement on Form
S-8 under the Securities Act of 1933, as amended, including, without limiting
the generality of the foregoing, to sign the registration statement, including
any and all stickers and post-effective amendments to the registration
statement, and to sign any and all additional registration statements relating
to the same offering of securities as the registration statement that are filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, 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, or their substitutes or substitute, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William L. Robertson Chief Executive Officer (Principal Executive June 17, 1999
- ----------------------------- Officer) and Director
William L. Robertson
/s/ Patrick G. McCann President and Chief Operating Officer June 17, 1999
- ----------------------------- (Principal Operating Officer)
Patrick G. McCann
/s/ William F. Mecaughey Vice President and Chief Financial Officer June 17, 1999
- ----------------------------- (Principal Financial Officer and Principal
William F. Mecaughey Accounting Officer)
/s/ Richard L. Armitage Director June 17, 1999
- -----------------------------
Richard L. Armitage
/s/ Jesse Brown Director June 17, 1999
- -----------------------------
Jesse Brown
/s/ Thomas E. Carroll Director June 17, 1999
- -----------------------------
Thomas E. Carroll
/s/ Thomas Harvey Director June 17, 1999
- -----------------------------
Thomas Harvey
/s/ Wayne F. Hosking, Jr. Director June 17, 1999
- -----------------------------
Wayne F. Hosking, Jr.
/s/ Katherine W. Swoyer Chairman of the Board June 17, 1999
- -----------------------------
Katherine W. Swoyer
/s/ Thomas M. Swoyer, Jr. Director June 17, 1999
- -----------------------------
Thomas M. Swoyer, Jr.
/s/ A. Frederick Thompson Director June 17, 1999
- -----------------------------
A. Frederick Thompson
- ----------------------------- Director June 17, 1999
Roy F. Weston
/s/ James H. Wolfe Director June 17, 1999
- -----------------------------
James H. Wolfe
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Articles of Incorporation of Roy F. Weston, Inc., as amended
and restated (incorporated by reference to Exhibit 3(a) to
Company's Registration Statement on Form S-1, No. 33-20834,
filed under Securities Act of 1933, as amended).
4.2 By-laws of Roy F. Weston, Inc., as amended (incorporated by
reference to Exhibit 3.2 to Company's Annual Report on Form
10-K for year ended December 31, 1998 filed under Securities
Exchange Act of 1934, as amended).
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Drinker Biddle & Reath LLP (contained in opinion
filed as Exhibit 5 to this Registration Statement).
24 Powers of Attorney (See Signature Page).
</TABLE>
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EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
June 17, 1999
Roy F. Weston, Inc.
One Weston Way
West Chester, PA 19380-1489
Gentlemen:
We have acted as counsel to Roy F. Weston, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 600,000 additional shares of Series A Common Stock of the
Company, par value $0.10 per share (the "Shares"), issuable under the Company's
Stock-Based Incentive Compensation Plan (the "Plan").
In that capacity, we have examined the originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and the By-laws of the Company, as amended through the date hereof, resolutions
of the Company's Board of Directors, and such other documents and corporate
records relating to the Company and the issuance and sale of the Shares as we
have deemed appropriate. The opinions expressed herein are based exclusively on
the Business Corporation Law of the State of Pennsylvania.
In all cases, we have assumed the legal capacity of each natural
person signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that Shares issued by the Company
under the Plan and paid for in accordance with the terms of such Plan and the
relevant stock option agreement thereunder, if applicable, will be validly
issued, fully paid and nonassessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 4, 1999,
relating to the financial statements, which appears in the 1998 Annual Report to
Shareholders of Roy F. Weston, Inc. and Subsidiaries, which is incorporated by
reference in Roy F. Weston, Inc. and Subsidiaries', Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated February 4, 1999, relating to the financial statement schedules,
which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 16, 1999
