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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. Director Stock 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 200,000 shares $3.28 $656,000 $182.37
- ---------------------------------------------------------------------------------------------------------------------
</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. 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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Roy F. Weston, Inc. ("Weston"
or the "Company") with the Securities and Exchange Commission (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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's by-laws provide that the Company will indemnify any person who was
or is a party or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director or officer of the Company. The by-laws also provide that the
Company will provide indemnification against expenses, judgments, fines and
amounts paid in settlement of such proceedings and further provides generally
that the Company pay expenses incurred by such persons in defending an action in
advance of its final disposition, provided the person receiving such advances
undertakes to repay the amount advanced if it is ultimately determined that such
person is not entitled to indemnification by the registrant. For
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these purposes, the Company's board of directors has the authority to purchase
and maintain insurance at the Company's expense.
The Company has in effect a directors' and officers' liability insurance policy
which, with certain general and specific exclusions, indemnifies each person who
was, is or may hereafter be a director or officer of the Company and his or her
heirs and assigns, against any payment by an insured (except fines and
penalties) in respect of any legal liability, whether actual or asserted,
arising from any claim made against an insured by reason of any breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted by the insured, in his or her capacity as a director or
officer of the Company, or any of the foregoing so alleged by any claimant, or
any matter claimed against an insured solely by reason of his being or having
been a director or officer of the Company. To the extent that such insurance
covers liabilities arising under the Securities Act of 1933, no waivers or
undertakings are made by the Company with respect thereto, except as set forth
in Item 9 of this registration statement.
Sections 1741-1745 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "PA BCL") authorize such indemnification as described above if the
person to be indemnified acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and
had no reasonable cause to believe was unlawful. Whether the person to be
indemnified acted in good faith shall be determined by members of the board of
directors of the Company who are not parties to such litigation, independent
counsel or shareholders. Such indemnity shall not be allowed in a derivative
suit in which such person is adjudged liable for negligence or misconduct except
to the extent allowed by the Court of Common Pleas. Whether such proceeding is
brought by or in the right of the Company or otherwise, indemnification shall be
allowed only as specifically authorized by the board of directors of the Company
in each case.
In addition to the foregoing, the Company's by-laws also limit the personal
liability of directors of the Company for monetary damages arising out of
breaches of their fiduciary duties unless the conduct in question constitutes
self-dealing, willful misconduct or recklessness, all as authorized by Section
1713 of the PA BCL. The aforementioned provisions do not apply to the
responsibility or liability of a director pursuant to any criminal statute or
for payment of federal, state or local taxes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears at page II-6 of this
registration statement for a detailed list of the exhibits filed as a part
hereof.
ITEM 9. UNDERTAKINGS
1. Undertakings Required by Regulation S-K Item 512(a)
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this registration statement, a post-effective amendment
to this registration statement:
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(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 aggregate,
represent a fundamental change in the information set forth in this registration
statement; Notwithstanding the foregoing, any increase or decrease in the volume
of the 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 change in volume and price represents no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement,
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 to
Section 13 or 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 offering.
2. Undertakings Required by Regulation S-K Item 512(b).
The undersigned registrant hereby undertakes 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 this
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.
3. Undertakings Required by Regulation S-K Item 512(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
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
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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 200,000 shares of Series A Common Stock of the Company, par
value $0.10 per share (the "Shares"), issuable under the Company's Director
Stock 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 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
