Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENVIRONMENT|ONE CORPORATION
................................................................................
(Exact name of registrant as specified in its charter)
New York 14-1505298
.......................................... ....................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2773 Balltown Road, Schenectady, New York 12309-1090
.......................................... .....................
(Address of Principal Executive Offices) (Zip Code)
Environment|One Corporation Amended and Restated Stock Option Plan
................................................................................
(Full title of the plan)
Stephen V. Ardia, President, CEO and Chairman of the Board
2773 Balltown Road, Schenectady, New York 12309-1090
................................................................................
(Name and address of agent for service)
(518) 346-6161
................................................................................
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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<S> <C> <C> <C> <C>
Common Stock, $0.10 347,550 shares $5.50 $1,911,525 $637.17
par value per share
====================================================================================================================================
</TABLE>
* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by
the Nasdaq Small Cap Market on October 29, 1996.
Exhibit Index on page 5.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Environment|One Corporation
(the "Company") (Exchange Act File No. 1-7037) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) Annual Report on Form 10-KSB for the year ended
December 31, 1995, filed with the Commission on March
28, 1996;
(b) Quarterly Reports on Forms 10-QSB, for the quarterly
periods ended March 31, 1996, June 30, 1996 and
September 30, 1996, filed with the Commission on May
9, 1996, July 31, 1996 and October 29, 1996,
respectively; and
(c) The descriptions of the Company's Common Stock
contained in the Company's registration statements
filed under section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed
for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Page 3 of 8
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Item 6. Indemnification of Officers and Directors.
Under the New York Business Corporation Law ("NYBCL"), a
corporation may indemnify its directors and officers made, or threatened to be
made, a party to any action or proceeding, except for stockholder derivative
suits, if such director or officer acted in good faith, for a purpose which he
or she reasonably believed to be in or, in the case of service to another
corporation or enterprise, not opposed to, the best interests of the
corporation, and, in criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. In the case of stockholder derivative suits,
the corporation may indemnify a director or officer if he or she acted in good
faith for a purpose which he or she reasonably believed to be in or, in the case
of service to another corporation or enterprise, not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of (i) a threatened action, or a pending action which is settled or
otherwise disposed of, or (ii) any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.
Any person who has been successful on the merits or otherwise
in the defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not
exclusive of other indemnification rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or bylaws or
when authorized by (i) such certificate of incorporation or bylaws; (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The foregoing statement is qualified in its entirety by
reference to Sections 715, 717, 721 through 725 of the NYBCL.
Page 4 of 8
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Article "TWELFTH" of the Company's Certificate of
Incorporation provides that the Company's directors shall not be liable to the
monetary damages as a result of breach of fiduciary duty, except for liability
if a judgment or final adjudication establishes that a director's acts or
omissions were undertaken in bad faith or involved intentional misconduct or a
knowing violation of law, or that the director personally gained a financial
profit or advantage to which he was not entitled, or that the director violated
NYBCL Section 719, as amended.
Article 12 of the Bylaws of the Company provides that the
Company shall indemnify any person made, or threatened to be made, a party to an
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation, or served any other corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise at the request of the
corporation while he was such a director or officer, to the fullest extent
permitted by the NYBCL.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company, previously filed
with the Commission as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-QSB for the period ending June 30, 1988 (No.
1-7037) and incorporated herein by reference.
4.2 Bylaws of the Company, previously filed with the Commission as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB
for the period ending June 30, 1988 (No. 1-7037) and
incorporated herein by reference.
4.3 Environment|One Corporation Amended and Restated Stock Option
Plan.
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of
certain shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit
5.1).
24 Power of Attorney (included at page 7 of this Registration
Statement).
Page 5 of 8
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement to
include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(b) 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.
(c) 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. 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 the 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. 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
Page 6 of 8
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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.
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 the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Schenectady, New York on the 16th day of October, 1996.
ENVIRONMENT|ONE CORPORATION
By: /s/ Stephen V. Ardia
----------------------
Stephen V. Ardia
President, CEO and
Chairman of the Board
Each person whose signature appears below hereby authorizes
Stephen V. Ardia, as attorney-in-fact, to execute in the name of such person and
to file this registration statement (including any changes that he may deem
necessary or appropriate) and any amendments, including post-effective
amendments, hereto.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Stephen V. Ardia
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Stephen V. Ardia President, CEO and Chairman
of the Board October 16, 1996
/s/ Philip W. Welsh
- ---------------------------------
Philip W. Welsh Treasurer and
Director of Finance October 16, 1996
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Page 7 of 8
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Aker
- ---------------------------------
Walter W. Aker Director October 16, 1996
/s/ John L. Allen
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John L. Allen Director October 16, 1996
/s/ Angelo Dounoucos
- ---------------------------------
Angelo Dounoucos Director October 16, 1996
/s/ Lars G. Grenback
- ---------------------------------
Lars G. Grenback Director October 16, 1996
/s/ Robert G. James
- ---------------------------------
Robert G. James Director October 16, 1996
/s/ Rolf E. Soderstrom
- ---------------------------------
Rolf E. Soderstrom Director October 16, 1996
</TABLE>
Page 8 of 8
ENVIRONMENT ONE CORPORATION
Amended and Restated Stock Option Plan
Amended Effective: May 1, 1991
<PAGE>
ENVIRONMENT ONE CORPORATION
AMENDED AND RESTATED
STOCK OPTION PLAN
1. ESTABLISHMENT AND PURPOSE
There is hereby established the Company's Amended and Restated Stock
Option Plan (the "Plan"), the purpose of which is to further the growth and
development of the Company by granting to certain directors, officers and
employees of the Company or its subsidiaries, as an incentive and to encourage
share ownership, options to purchase Common Stock of the Company and thereby
obtain a proprietary interest in the enterprise and a more direct stake in its
continuing welfare.
2. ADMINISTRATION
The plan shall be administered by a committee of the Company's Board of
Directors comprised of two or more directors who are "disinterested persons" as
defined in Rule 166-3 of the Securities and Exchange Commission ("the
Committee"). Options shall be granted within the limits of the Plan from time to
time by the Committee, which shall designate the persons to whom options are to
be granted, the number of shares subject to such options, and the option price.
3. SHARES SUBJECT TO THE PLAN
The maximum number of shares which may be issued pursuant to options
granted under the Plan shall be 400,000 shares of Common Stock of the Company,
subject to adjustment as provided in Section 6. Such shares may be authorized
and unissued shares or issued and reacquired shares as the Committee from time
to time may determine. If an option shall terminate for any reason, the shares
subject to but not delivered under such option shall be available for other
options.
4. PARTICIPANTS
All directors, officers and other key employees of the Company or any
of its subsidiaries who are from time to time largely responsible for the
management, growth, and protection of the business of the Company and its
subsidiaries shall be eligible to be granted options under the Plan. The
Committee shall choose from such eligible directors, officers and employees
those to whom options shall be granted. More than one option may be granted to a
participant if the Committee so determines.
5. TERMS OF PURCHASE
Each option granted under the Plan shall be evidenced by a Stock Option
Agreement which shall be executed by the Company and by the optionee and shall
contain (together with such other terms and conditions as the Committee may deem
advisable) the following terms and conditions:
(a) Each option shall expire ten years after the date on which it is
granted (or such shorter period as the Committee shall determine at the
time of grant) or on the date on which the Optionee terminates his
position either as a director, officer or employee of the Company or
any of its subsidiaries, whichever date first occurs.
(b) Each option shall vest and become exercisable in five equal (or as
nearly equal as is possible) annual installments, or such greater or
lesser number of installments as the Committee may determine.
The first installment shall vest and become exercisable one year after
the date on which the option is granted and subsequent installments
annually thereafter. Installments shall be cumulative. No option shall
be exercisable in whole or in part after its expiration date except
that:
(i) if the option expires by reason of the death of the
optionee, the option may be exercised, to the extent then
vested, at any time within 12 months after the optionee's
death by the person to whom the option shall have been
transferred by will or by the laws of descent and
distribution, and
(ii) if the option expires by reason of the termination of the
optionee's position either as a director, officer or employee
of the Company or any of its subsidiaries otherwise than by
death or for good cause (as determined by the Board of
Directors), the option may be exercised, to the extent then
vested, at any time within three months after such expiration
date.
(c) Each option shall be non-assignable and non-transferable otherwise
than by will or by the laws of descent and distribution.
(d) The price for which each share covered by an option may be
purchased shall be not less than 100% of the fair market value thereof
at the time the option is granted, as determined by the committee,
provided that in no event shall the price for any share be less than
the par value thereof.
6. EFFECT OF CHANGES IN SHARES
If the Company shall subdivide, combine or reclassify its Common Stock
or shall declare any dividend thereon payable in shares of Common Stock or shall
take any other action of a similar nature affecting the same, other than
pursuant to a vote of stockholders at any meeting held prior to the effective
date of this plan, then the number and class of shares thereafter available for
option under the Plan (both in the aggregate and to any participant) shall be
adjusted accordingly and, in the case of each option outstanding at the time of
any such action, the number and class of shares which may thereafter be
purchased pursuant to such option and the option price per share shall be
adjusted to such extent as may be determined by the committee, with the approval
of independent accounts and counsel, to be necessary to preserve in all material
respects the rights of the optionee.
7. CONSOLIDATION, MERGER OR SALE OF ASSETS
If the Company shall consolidate or merge with or shall sell all or
substantially all of its assets to any other corporation, provision shall be
made in the plan or agreement relating to such transaction (either by way of
substituted options or otherwise) so that holders of all outstanding and
unexercised options, the number and class of shares of stock or other securities
or property, if any, to which such optionee would have been entitled pursuant to
the terms of such plan or agreement if immediately prior to the date of such
transaction such optionee had exercised all of such outstanding and unexercised
options. The dissolution or liquidation of the Company shall not be deemed a
sale of assets for the purpose of applying the provisions of this paragraph 7.
8. PURCHASE FOR INVESTMENT
No option may be exercised unless at the time of such exercise the
optionee represents that the shares then being acquired under such option are
being purchased for investment and not with a view to distribution thereof
provided that such requirement shall be inoperative if a Registration Statement
has been filed with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, as amended, and is in effect with
respect to such shares at the time of such exercise.
9. AUTHORITY OF THE BOARD
The Board is authorized to interpret the Plan and to make and amend
such regulations with respect thereto as it may deem appropriate in its
discretion. Subject to the express provisions of the Plan, the Committee shall
have plenary authority to determine the persons to whom, and the times at which,
options shall be granted, the number of shares to be subject to each option, and
the times at which shares may be purchased.
10. CONDITIONS
No option shall be granted or shall be exercisable if the grant of the
option, or the exercise and the delivery of shares pursuant thereto, would be
contrary to law or the regulations of any duly constituted authority having
jurisdiction.
11. AMENDMENT OR DISCONTINUANCE
For the purpose of meeting any provisions or changes in pertinent law
or governmental regulations, or for any other purposes which at the time may be
permitted by law, the Board of Directors, from time to time, may amend or revise
the terms of the Plan, but in no event shall there be any amendment or revision
of the Plan without the approval of the stockholders which shall (a) increase
the total number of shares which may be issued pursuant to the options granted
under the Plan, (b) change the class of persons eligible to receive options
under the Plan, or (c) withdraw the administration of the Plan from the
Committee.
12. USE OF PROCEEDS
The proceeds received by the Company from the sale of Common Stock
pursuant to the Plan may be used for general corporate purposes.
13. DATE OF ADOPTION
This Plan as amended and restated is effective as of May 1, 1991,
subject to the approval of the stockholders of the Company.
Dated: December, 1991
Exhibit 5.1
October 31, 1996
Environment One Corporation
2773 Balltown Road
Schenectady, New York 12309
Gentlemen:
We have acted as counsel to Environment One Corporation, a New
York Corporation (the "Company") in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed on this date with the United
States Securities and Exchange Commission with respect to the Environment One
Corporation Amended and Restated Stock Option Plan (the "Plan").
In rendering this opinion, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of such
corporate records of the Company, communications or certifications of public
officials, communications with or certificates of officers, directors and
representatives of the Company, and such other documents as we have deemed
necessary to the issuance of the opinion set forth herein. In making this
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents tendered to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of
the Company's Common Stock, par value $0.10 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
paid for in full by the participant and issued in accordance with the Plan,
legally issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Environment One Corporation
We consent to the use of our report, included in the December 31, 1995 Annual
Report on Form 10-KSB of Environment One Corporation, incorporated herein by
reference.
/s/ KPMG Peat Marwick, LLP
Albany, New York
October 31, 1996
