Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIROSOURCE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 34-0617390
(State of Incorporation) (I.R.S. Employer
Identification Number)
Five High Ridge Park, P.O. Box 10309, Stamford, CT 06904-2309
(Address of principal offices)
ENVIROSOURCE, INC. 1993 STOCK OPTION PLAN
(Full Title of the Plan)
Christina E. Huben, Esq. Copy to:
General Counsel and Secretary Richard A. Goldman, Esq.
EnviroSource, Inc. Dechert Price & Rhoads
Five High Ridge Park 477 Madison Avenue
P.O. Box 10309 New York, NY 10022
Stamford, CT 06904-2309 (212) 326-3554
(203) 322-8333
(Telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
- -----------------------------------------------------------------
Common Stock, 1,750,000(2) $3.25 $5,687,500 $1,961.21
par value
$.05 per share
=================================================================
(1) Estimated solely for purposes of determining the
registration fee in accordance with Rule 457(h) under
the Securities Act of 1933 on the basis of $3.25 per
share, the average of the high and low prices of the
Registrant's Common Stock as reported on the National
Association of Securities Dealers Automated Quotation
System on April 5, 1994.
(2) Pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers such additional
indeterminate number of shares of Common Stock or other
securities as may become issuable upon exercise of
purchase rights or otherwise by reason of adjustments
pursuant to the anti-dilution provisions of the
EnviroSource, Inc. 1993 Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by this Item is omitted from this
Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Information required by this Item is omitted from this
Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of EnviroSource, Inc. (the
"Company") filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this
Registration Statement:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 filed pursuant to
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all
securities offered have been sold or which deregister 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 4. Description of Securities.
General
At April 1, 1994, the authorized capital stock of the
Company consisted of 60,000,000 shares of common stock, par
value $.05 per share (the "Common Stock") and 5,620,000
shares of preferred stock, par value $.25 per share. At
April 1, 1994, there were outstanding 40,055,759 shares of
Common Stock and 308,580 shares of Class G preferred stock,
and there were approximately 7.5 million shares of Common
Stock reserved for issuance in connection with options,
warrants and conversion rights.
The Company may issue additional shares of Common Stock
and preferred stock in the future in connection with
acquisitions, corporate combinations or financing
activities.
Common Stock
Holders of the Common Stock are entitled to one vote
for each share held of record, and are entitled to receive
any dividends that may be declared by the Board of Directors
out of funds legally available therefor and (after
satisfaction in full of the prior rights of creditors and
the holders of preferred stock) to share pro rata in the net
assets of the Company upon liquidation. Holders of the
Common Stock do not have preemptive, subscription or
redemption rights. Upon issuance in accordance with the
terms of the 1993 Stock Option Plan, and after receipt of
consideration therefor, all shares of the Common Stock
offered hereby will be validly issued, fully paid and
nonassessable.
The Company has not paid a cash dividend on its Common
Stock since November 1983 and has no present plan to pay
cash dividends. The Company is currently prohibited from
paying cash dividends on its Common Stock by its bank credit
agreement. In addition, the indenture governing the
Company's 9-3/4% Senior Notes due 2003 restricts the payment
of dividends under certain circumstances.
The Company's Certificate of Incorporation requires the
affirmative vote of the holders of 80% of the outstanding
shares of the Common Stock voting separately as a class to
remove any director and requires the affirmative vote of the
holders of 66-2/3% of the outstanding shares of the Common
Stock voting separately as a class (i) to amend the
Certificate of Incorporation (except to change the name of
the Company or its principal office, which may be
accomplished by a majority vote) or (ii) to approve the
issuance during any 24-month period of shares of capital
stock or other securities which would entitle the holders
thereof to cast 5% or more of the votes for the election of
directors, any merger, consolidation or other reorganization
of the Company, any dissolution, liquidation or winding up
of the Company or any sale or disposition of any substantial
portion of the assets of the Company; except that such 66-
2/3% vote of the stockholders is not required to authorize
or effect any transaction described in clause (ii) that has
been approved by 80% of the Board of Directors. In
addition, the Company's By-laws provide that special
stockholders' meetings may be held only pursuant to a call
by the Chairman of the Board, the President, the Board of
Directors or any person or persons holding at least 50% of
the outstanding shares entitled to vote at such meeting.
The Common Stock is traded on the NASDAQ National
Market System and is listed on the Pacific Stock Exchange.
The transfer agent and registrar for the Common Stock and
preferred stock is American Stock Transfer & Trust Company.
Item 5. Interests of Named Experts and Counsel.
None.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation, as amended,
and By-laws, as amended, provide that the Company shall, to
the full extent permitted by Section 145 of the Delaware
General Corporation Law, indemnify all persons whom the
Company has the power to indemnify under such law. Section
145 provides that a corporation may indemnify any persons,
including officers and directors, who are, or are threatened
to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding
if the person acted in good faith and in a manner believed
to be in or not opposed to the best interests of the
corporation, and had no reasonable cause to believe his or
her conduct was unlawful. A corporation may indemnify
officers and directors in actions by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if
the person is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above,
the corporation must indemnify that person against expenses
actually and reasonably incurred.
As authorized by Section 145 of the Delaware General
Corporation Law, the Company maintains a directors and
officers liability insurance policy that indemnifies such
persons against loss arising from certain claims made by
reason of their being directors or officers of the Company.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
See the Exhibit Index on page 11.
<PAGE>
Item 9. Undertakings.
UNDERTAKING REQUIRED BY ITEM 512(a)
OF REGULATION S-K
The Company 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 (the "Securities
Act");
(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
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(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 (i) and (ii) 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 Company pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) that, for the purpose of determining any liability
under the Securities Act, 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.
UNDERTAKING REQUIRED BY ITEM 512(b)
OF REGULATION S-K
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
UNDERTAKING REQUIRED BY ITEM 512(h)
OF REGULATION S-K
A brief description of the indemnification provisions
relating to directors, officers and controlling persons of
the Company against liability is set forth in Item 6 of Part
II of this Registration Statement. Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in
the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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 Securities Act and will be governed by the final
adjudication of such issue. <PAGE>
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 duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Stamford,
Connecticut on this 7th day of April, 1994.
ENVIROSOURCE, INC.
By:/S/ LOUIS A. GUZZETTI, JR.
Louis A. Guzzetti, Jr., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons on behalf of the Registrant, and in the
capacities indicated on April 7, 1994. Each of the
undersigned, in his or her capacity as an officer or
director, or both, of the Registrant, does hereby appoint
Christina E. Huben, with full power to act as his or her
true and lawful attorney, to execute in his or her name,
place and stead, any and all amendments and post-effective
amendments to this Registration Statement and all
instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange
Commission; and does hereby provide that said attorney shall
have full power of substitution and resubstitution and that
said attorney shall have full power and authority to do and
perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever required to be done
in the premises, as fully and to all intents and purposes as
he or she might or could do in person, hereby ratifying and
approving the acts of said attorney.
Signature Title
/S/ LOUIS A. GUZZETTI, JR. President and Chief
Executive
Louis A. Guzzetti, Jr. Officer (Principal
Executive Officer) and Director
<PAGE>
Signature Title
/S/ JAMES C. HULL Vice President and Chief
James C. Hull Financial Officer
(Principal Financial
Accounting Officer)
/S/ RONALD P. SPOGLI Chairman of the Board of
Ronald P. Spogli Directors
/S/ WALLACE B. ASKINS Director
Wallace B. Askins
/S/ RAYMOND P. CALDIERO Director
Raymond P. Caldiero
/S/ JEFFREY G. MILLER Director
Jeffrey G. Miller
Director
Jon D. Ralph
/S/ JOHN M. ROTH Director
John M. Roth
/S/ ARTHUR R. SEDER, JR. Director
Arthur R. Seder, Jr.
/S/ WILLIAM H. SHERER Director
William H. Sherer
/S/ J. FREDERICK SIMMONS Director
J. Frederick Simmons
Director
William M. Wardlaw
<PAGE>
EXHIBIT INDEX
Number Exhibit Page
4.1 Form of EnviroSource, Inc. 1993 Stock
Option Plan (incorporated herein by
reference to Exhibit 10.21 to Amendment
No. 1 to the Company's Registration
Statement on Form S-1, filed June 14,
1993 (File No. 33-62050)).
5.1 Opinion of Dechert Price & Rhoads. EX-5.1
23.1 Consent of Ernst & Young. EX-23.1
23.2 Consent of KPMG Peat Marwick EX-23.2
23.3 Consent of Dechert Price & Rhoads
(contained in opinion filed as Exhibit 5.1
to this Registration Statement).
24.1 Power of Attorney (contained on the
signature page of this Registration
Statement).
April 6, 1994
EnviroSource, Inc.
Five High Ridge Park
Stamford, CT 06904-2309
Ladies and Gentlemen:
EnviroSource, Inc., a Delaware corporation (the
"Company"), is about to file a registration statement (the
"Registration Statement") on Form S-8 with the Securities and
Exchange Commission relating to an aggregate of 1,750,000 shares
(the "Shares") of its Common Stock, par value $.05 per share, to
be offered pursuant to the EnviroSource, Inc. 1993 Stock Option
Plan (the "Plan").
We are informed by the Company, and we have assumed for
the purposes of this opinion, that the Shares will be newly
issued shares of Common Stock of the Company purchased by the
option holders upon exercise directly from the Company.
The Company has 60,000,000 authorized shares of Common
Stock and the Company has informed us that 40,055,759 shares are
now outstanding and 7,513,113 shares are reserved for issuance in
connection with the Plan, various other plans, and conversion of
preferred stock and exercise of warrants of the Company.
We have examined the Plan and such corporate records of
the Company and other documents as we have deemed appropriate to
enable us to give this opinion.
Based upon the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued and sold in
accordance with the Plan, and upon receipt by the Company of the
consideration therefor, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ DECHERT PRICE & RHOADS
DECHERT PRICE & RHOADS
Exhibit 23.1
CONSENT OF ERNST & YOUNG INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) and related Prospectus pertaining to the
EnviroSource, Inc. 1993 Stock Option Plan of our report dated
March 2, 1994, with respect to the consolidated financial
statements and schedules of EnviroSource, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG
ERNST & YOUNG
Stamford, Connecticut
April 7, 1994
Consent of Independent Auditors
The Board of Directors
Envirosafe Services, Inc.:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of EnviroSource, Inc. of our report dated
February 28, 1992, relating to the consolidated statements of
operations, shareholders' equity and cash flows and related
schedules of Envirosafe Services, Inc. and subsidiaries for the
year ended December 31, 1991, which report appears in the
December 31, 1993 annual report on Form 10-K of EnviroSource,
Inc.
/S/ KPMG PEAT MARWICK
Philadelphia, Pennsylvania
April 6, 1994
