<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
YORK RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-0608633
(State of incorporation) (I.R.S. Employer Identification Number)
280 PARK AVENUE
SUITE 2700 WEST
NEW YORK, NEW YORK 10017
(212) 557-6200
(Address and Telephone Number of Principal Executive Offices)
ROBERT M. BENINGSON
PRESIDENT
YORK RESEARCH CORPORATION
280 PARK AVENUE
SUITE 2700 WEST
NEW YORK, NEW YORK 10017
(212) 557-6200
(Name, address and telephone number of agent for service)
--------------------
Copy to:
PHILIP S. OLICK, ESQ.
MOSES & SINGER
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6076
(212) 554-7800
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: / /
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed
maximum Proposed
Title of offering maximum Amount of
securities Amount to price per aggregate registration
to be registered be registered share* offering price fee**
- ---------------- ------------- ---------- -------------- ------------
Common Stock,
$.01 par value 105,500
shares $11.25 $1,186,875 $359.66(1)
(1) Registration Fee paid upon initial filing of this Registration Statement
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- ------------------------
* Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act") on the basis of the closing
price for the common stock on the NASDAQ National Market System
on October 7, 1996.
** Proposed maximum aggregate offering price/3300
<PAGE>
YORK RESEARCH CORPORATION
CROSS REFERENCE SHEET REQUIRED
BY ITEM 501(B) OF REGULATION S-K
FORM S-3
ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
----------------------- ---------------------
1. Forepart of Facing Page of
Registration Registration Statement;
Statement and Outside Cross Reference Sheet and
Front Cover Page of Cover Page of Prospectus
Prospectus
2. Inside Front and Available Information;
Outside Back Cover Information Incorporated
Pages of Prospectus by Reference and Table of
Contents
3. Summary Information, The Company; Certain Risk
Risk Factors and Ratio Factors
of Earnings to Fixed
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Not Applicable
Offering Price
6. Dilution Not Applicable
7. Selling Security Selling Stockholders
Holders
8. Plan of Distribution Cover Page of Prospectus;
Plan of Distribution;
Selling Stockholders
9. Description of Description of Securities
Securities to be
Registered
10. Interests of Named Legal Matters; Experts
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Information Incorporated
Certain Information by by Reference
Reference
13. Disclosure of Indemnification of
Commission Position on Officers and Directors
Indemnification for
Securities Act
Liabilities
<PAGE>
PROSPECTUS
YORK RESEARCH CORPORATION
105,500 SHARES OF COMMON STOCK
TO BE SOLD BY SELLING STOCKHOLDERS
This prospectus covers the offer and sale by certain
stockholders (the "Selling Stockholders") of York Research
Corporation, a Delaware corporation (the "Company"), of up to a
maximum of 105,500 shares of its Common Stock, $.01 par value (the
"Common Stock").
No person has been authorized by the Company to give any
information or to make any representation other than as contained in
this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by
the Company. Neither the delivery of this Prospectus nor any sale of
the shares of the Common Stock of the Company offered hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date of this
Prospectus.
The Company's Common Stock is listed on the NASDAQ National
Market System under the symbol "YORK".
----------------------------------
Underwriting
Price to Discounts and Proceeds to
Public Commissions Company
--------------- ------------- -----------
Per Share. . . . $10.875* N/A N/A
Total. . . . . . $1,147,312.50 N/A N/A
- ---------------
* Based on the closing price for the Common Stock on the NASDAQ National
Market System on October 21, 1996.
INVESTMENT IN THE COMPANY'S COMMON STOCK INVOLVES CERTAIN RISKS. SEE
"CERTAIN RISK FACTORS."
-----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 22, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copies may be obtained (at prescribed rates) at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and are also available for inspection and copying
(at prescribed rates) at the Regional Offices of the Commission located at 7
World Trade Center, New York, New York 10048, and at Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661-2511. Copies of such material can also
be obtained at prescribed rates by mail addressed to the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock of the Company is, and the Warrants,
when issued, will be, traded on the National Market System of the National
Association of Securities Dealers, Inc. ("NASDAQ"). The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Web site is http://www.sec.gov. Reports and other
information concerning the Company may be inspected at the office of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Commission with respect to the shares of Common
Stock offered hereunder. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement. For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus, reference is made to
the Registration Statement, including the Exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an Exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. The Registration Statement,
including the exhibits thereto, may be inspected and copied in the manner and at
the locations described above.
Additional updating information with respect to shares of Common Stock
offered hereunder may be provided in the future by means of supplements to this
Prospectus.
2
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INFORMATION INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1996 and the Company's Quarterly Report on Form 10-Q for
the fiscal quarters ended May 31, 1996 and August 31, 1996, all as filed
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above (the "Exchange Act Reports");
(c) The Company's definitive proxy statement or information statement,
if any, filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders (except in each such case for that material
contained in such proxy or information statement which is not deemed to be filed
with the Commission pursuant to its rules and regulations); and
(d) The description of the Common Stock contained in the Company's
registration statement under Section 12 of the Exchange Act and any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all shares of
Common Stock offered hereby have been sold or which deregisters all such shares
of Common Stock then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROMPTLY FURNISH WITHOUT CHARGE TO EACH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON,
THE ANNUAL REPORT TO STOCKHOLDERS FOR THE COMPANY'S LATEST FISCAL YEAR AND A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OR OTHERWISE INCORPORATED
HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE IN THIS PROSPECTUS). REQUESTS SHOULD
BE ADDRESSED TO YORK RESEARCH CORPORATION, 280 PARK AVENUE, SUITE 2700 WEST, NEW
YORK, NEW YORK 10017, ATTENTION: TREASURER (TELEPHONE: (212) 557-6200).
3
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THE COMPANY
The principal executive offices of the Company are located at 280 Park
Avenue, Suite 2700 West, New York, New York 10017, telephone (212) 557-6200.
CERTAIN RISK FACTORS
The purchase of the Common Stock offered hereby involves certain
risks. Prospective purchasers should carefully consider the following risk
factors, as well as other matters set forth elsewhere in this Prospectus, before
making an investment in the Company.
NATURE OF COGENERATION INDUSTRY
The Company is engaged in the planning, developing, constructing and
operation of cogeneration facilities and alternative energy projects.
Cogeneration facilities simultaneously produce electricity and recover thermal
energy from the combustion of clean burning gas and oil. The nature of
cogeneration facilities is such that they require a net investment of money on
the Company's part in the development phase. However, the Company has attempted
to structure its projects to share this financial risk with partners or joint
ventures and as its projects come on line it attempts to structure financing
packages to minimize risk to the Company. However, since there are
uncertainties in the development of each project, and even once in operation,
each project has a limited number of customers, there can be no assurance that
any particular project will be operated or developed successfully. To date,
each of the Company's cogeneration projects has had only one customer (other
than the thermal host) purchasing electricity from the project.
SHARES AVAILABLE FOR FUTURE SALE
As of August 31, 1996, the Company had 13,757,181 shares of Common
Stock outstanding. As of August 31, 1996, 5,603,253 shares of Common Stock are
reserved for issuance in connection with outstanding warrants and stock options
(including 105,500 of the shares offered hereby). As of August 31, 1996, all of
the Company's issued and outstanding shares are currently eligible for public
resale (in some cases subject to compliance with the volume limitations
contained in of Rule 144 under the Securities Act). No precise predictions can
be made as to the effect, if any, that sales of shares or the availability of
shares for sale may have on market prices of the Company's Common Stock from
time to time. Nevertheless, sales of substantial amounts of the Company's
Common Stock in the public market, whether by the Company, or other existing
stockholders, could adversely affect prevailing market prices.
4
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USE OF PROCEEDS
The Company will not receive any of the proceeds of the sale of the
shares of Common Stock hereunder.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being
offered on behalf of the Selling Stockholders.
The table below sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholders as of August 31, 1996, the number
of shares to be offered for the account of the Selling Stockholders and the
number of shares to be owned by the Selling Stockholders after completion of
this offering assuming the sale of all of the offered shares.
Shares of Common Number of Shares
Number of Shares Stock Offered to be Owned After
Selling Shareholder Beneficially Owned Hereunder Offering
Stanley Weinstein 20,000 20,000 -
Jack Clark 30,000 30,000 -
Globemedia Spodig 25,000 25,000 -
Oxford Research 7,500 7,500 -
Virgil Cannatella 20,000 20,000 -
American Association
of Blacks in Energy 3,000 3,000 -
Stanley Weinstein is a director of the Company. 20,000 of the shares
offered by Mr. Weinstein hereunder may be acquired upon exercise of warrants to
purchase common stock issued by the Company.
Jack Clark has performed consulting services for the Company. 30,000 of
the shares offered for sale by Jack Clark hereunder may be acquired upon
exercise of warrants to purchase common stock issued by the Company.
Globemedia Spodig has performed consulting services for the Company.
25,000 of the shares offered for sale by Globemedia Spodig hereunder may be
acquired upon exercise of warrants to purchase common stock issued by the
Company.
Oxford Research has performed consulting services for the Company. 7,500
of the shares offered for sale by Oxford Research hereunder may be acquired upon
exercise of warrants to purchase common stock issued by the Company.
5
<PAGE>
Mr. Virgil Cannatella has performed consulting services for the Company.
20,000 of the shares offered for sale by Mr. Cannatella hereunder may be
acquired upon exercise of warrants to purchase common stock issued by the
Company.
The American Association of Blacks in Energy received the shares offered
for sale hereunder from the Company as a charitable contribution.
PLAN OF DISTRIBUTION
The shares of Common Stock owned by the Selling Stockholders and
offered hereunder may be sold from time to time by the Selling Stockholders in
the over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price or in negotiated
transactions. The shares of Common Stock may be sold by one or more of the
following methods: (a) private transactions; (b) block trades in which the
broker or dealer so engaged will attempt to sell the shares of Common Stock as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (c) purchases by a broker or dealer as principal and
sale by such broker or dealer for its account pursuant to this Prospectus; (d)
an exchange distribution in accordance with the rules of such exchange; and (e)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 or Rule 144A may be sold under Rule 144 or Rule 144A rather than pursuant to
this Prospectus.
Upon the Company being notified by any Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (i) the name of the Selling Stockholder and
the participating broker-dealer(s), (ii) the number of shares of Common Stock
involved, (iii) the price at which such shares of Common Stock were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the transaction.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 50,000,000 shares of Common Stock.
As of August 31, 1996, 13,757,181 shares of Common Stock were issued and
outstanding.
6
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Each holder of a share of Common Stock is entitled to one vote per
share in the election of the Company's directors and on all other matters to
which stockholders are entitled to vote, subject to prior dividend rights that
may be applicable to any outstanding Class A Common Stock and preferred stock.
The holders of shares of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. Subject to prior liquidation
rights of any outstanding preferred stock, the holders of Common Stock are
entitled to share in any distribution to stockholders upon the liquidation,
dissolution or winding up of the Company.
The holders of Common Stock have no preemptive or other subscription
or conversion rights, and there are no redemption provisions with respect to
such shares. All of the outstanding shares of Common Stock, including the
shares offered hereby, are fully paid and non-assessable.
The stockholders of the Company may act upon the affirmative vote of
the holders of a majority of the issued and outstanding shares of the Company
entitled to vote thereon, EXCEPT in the following instances, each of which
requires the affirmative vote of the holders of eighty percent (80%) of the
issued and outstanding shares of the Company entitled to vote: (1) any
amendment to the By-Laws of the Company; and (2) any amendment to the
Certificate of Incorporation of the Company which (a) affects the classification
of the Board of Directors of the Company; (b) provides that directors may be
removed without cause; and (c) amends the Article in the Company's Certificate
of Incorporation which provides for the super majority voting requirements set
forth above.
CLASS A COMMON STOCK
The Company is authorized to issue up to 10,000,000 shares of Class A
Common Stock, $.01 par value per share ("Class A Common Stock"). As of August
31, 1996, no shares of Class A Common Stock had been issued or were outstanding.
Holders of Class A Common Stock are entitled to (i) one one-hundredth
(1/100th) of a vote for each share held; and (ii) the preference to receive a
cumulative dividend, declared by the Board of Directors on any other class or
series of shares of common stock, in the aggregate amount of $.20 per share.
All other rights of holders of Class A Common Stock are the same as holders of
Common Stock.
PREFERRED STOCK
The Company is authorized to issue up to 6,000,000 shares of preferred
stock, $.01 par value per share ("Preferred Stock"), in one or more classes and
series, having such voting rights, dividend and liquidation rights and
preferences, redemption, sinking fund and convertibility provisions, and certain
other preferences, rights and provisions permitted in the Certificate of
Incorporation as the Board of Directors may fix in providing for the issuance of
such series without any vote or action by stockholders. As of August 31, 1996,
no shares of Preferred Stock had been issued or were outstanding.
7
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CLASSIFICATION OF DIRECTORS
The Company's Board is divided into three classes of directors: Class
A; Class B; and Class C. Each class is to be a nearly as equal in number as
possible. Directors in each class are elected for a term of three years, and
hold office until the Annual Meeting of Stockholders in the year in which the
term of their office expires and until their successors are qualified. The
Company currently has three directors, one director in each class.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common Stock
offered hereby are being passed upon for the Company by Moses & Singer LLP, 1301
Avenue of the Americas, New York, New York 10019-6076.
EXPERTS
The financial statements incorporated by reference in this Prospectus
(other than the financial statements contained in any quarterly report on Form
10-Q) have been audited by Grant Thornton LLP, independent certified public
accountants, for the years ended February 28, 1996, February 28, 1995
and February 28, 1994, as indicated in Grant Thornton LLP's reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as an expert in giving said reports.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article THIRTEENTH of the Company's Certificate of Incorporation
provides that the Company shall indemnify any person against any expenses which
may be imposed upon or reasonably incurred by him in connection with any action,
suit or proceeding in which he may be named as a party defendant by reason of
his being or having been a director or officer of the Company provided that the
right of indemnification shall not extend to any expenses imposed upon or
incurred by him in relation to matters as to which he shall finally be adjudged
to be liable for negligence or misconduct in the performance of his duties as
such director and officer, or to any sum paid by him to the Company in
settlement of an action, suit or proceeding based on his alleged dereliction of
duty.
The Certificate of Incorporation of the Company eliminates or limits
the ability of the Company and its stockholders to recover monetary damages from
a director for breach of his fiduciary duty as a director; but the law does not
permit such provision to eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) for paying a dividend or approving
a stock repurchase which is illegal under Section 174 of the Delaware General
Corporation Law, (iv) for any transaction from which the director derived an
improper personal benefit, or (v) for an act or omission occurring prior to the
date such provision became effective. The foregoing provision does not change a
director's duty of care, but it does authorize a corporation to eliminate
monetary liability for violations of that duty. In addition, such provision
does not affect the availability of equitable
8
<PAGE>
remedies, such as an action to enjoin or rescind a transaction involving a
breach of fiduciary duty.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation such as the Company has the power to indemnify its officers
and directors who were or are parties or are threatened to be made parties to
any threatened, pending or contemplated action, suit or proceeding by reason of
the fact that they are officers or directors of the corporation, against
expenses, judgments, fines and amounts paid in settlement incurred in good faith
in connection with such action, suit or proceeding, provided that the officer(s)
or director(s) concerned acted in good faith.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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
offered hereunder, 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 Act and will be governed by the final
adjudication of such issue.
9
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information..........................................................2
Information Incorporated by Reference..........................................3
The Company....................................................................4
Certain Risk Factors...........................................................4
Use of Proceeds .............................................................5
Selling Stockholders...........................................................5
Plan of Distribution...........................................................6
Description of Securities......................................................6
Legal Matters..................................................................8
Experts........................................................................8
Indemnification of Officers and Directors......................................8
-----------------------------------------
10
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses in connection with the
issuance and distribution of the securities being registered hereunder, which
expenses will be paid by the Company. All of the amounts shown are estimates.
Securities and Exchange Commission Registration Fee.................$359.66
Printing ........................................................$ 1,000.00
Legal and Accounting Fees ......................................$ 10,000.00
Blue Sky Fees ...................................................$ 5,000.00
Miscellaneous ...................................................$ 4,000.00
Total $20,359.66
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information in the Prospectus under the caption "Indemnification
of Officers and Directors" is incorporated by reference herein.
ITEM 16. EXHIBITS.
The following documents are filed as Exhibits to this Registration
Statement:
EXHIBIT NO. DESCRIPTION
5 Opinion of Moses & Singer LLP as to the validity of the shares
of Common Stock being registered hereby.*
23(a) Consent of Grant Thornton LLP
23(b) Consent of Moses & Singer LLP (contained in their opinion in
Exhibit 5).*
24 Power of Attorney (included in the signature page)*
* Previously Filed
<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-3 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on this 22nd day of
October, 1996.
YORK RESEARCH CORPORATION
By: /s/ ROBERT M. BENINGSON
--------------------------
Robert M. Beningson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert M. Beningson his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this registration
statement on Form S-3, 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 requisite or 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
attorney-in-fact and agent, or his substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
ROBERT M. BENINGSON Chairman of the Board, October 22, 1996
------------------- President, Chief Executive
Robert M. Beningson Officer and Director
MICHAEL TRACHTENBERG Executive Vice President, October 22, 1996
-------------------- Chief Financial Officer,
Michael Trachtenberg Principal Accounting Officer
and Secretary
H. CLIFTON WHITEMAN Director October 22, 1996
-------------------
H. Clifton Whiteman
STANLEY WEINSTEIN Director October 22, 1996
-----------------
Stanley Weinstein
<PAGE>
YORK RESEARCH CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
Sequentially
Exhibit Number Description Numbered Page
- --------------- ----------- ------------
23(a) Consent of Grant Thornton LLP
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We have issued our report dated April 30, 1996 accompanying the consolidated
financial statements of York Research Corporation and subsidiaries appearing in
the 1996 Annual Report on Form 10-K for the year ended February 28, 1996 which
is incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports and to the use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
New York, New York
October 22, 1996
