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 Non-Employee Directors Stock Grant 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
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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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Common Stock, $0.10 50,000 shares $5.50 $275,000 $91.67
par value per share
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* 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 25, 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
Company or its shareholders for 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 Non-Employee Directors Stock Grant
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:
1. (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
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Philip W. Welsh Treasurer and
Director of Finance October 16, 1996
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Signature Title Date
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/s/ Walter W. Aker
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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
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Lars G. Grenback Director October 16, 1996
/s/ Robert G. James
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Robert G. James Director October 16, 1996
/s/ Rolf E. Soderstrom
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Rolf E. Soderstrom Director October 16, 1996
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Page 8 of 8
Environment One Corporation
Non-Employee Directors Stock Grant Plan
October 16, 1996
At the July 17, 1996 Board of Directors meeting, a motion was unanimously passed
outlining a stock grant plan for Non-Employee Directors. Each Non-Employee
director will receive a stock grant equivalent to $10,000 on September 1 of each
year following election to the Board of Directors. This grant is in lieu of all
cash compensation for meeting and/or committee attendance. The amount of shares
issued to each Non-Employee Director would be calculated by dividing $10,000 by
the closing stock price on September 1 (or the next trading day if September 1
is a weekend) of each year. For example if the EONE closing stock price on
September 1, 1996 was $5 per share, each non-employee director would be entitled
to 2,000 shares of common stock. This plan is intended to be registered with the
SEC on a Form S-8 and therefore each share issued would not be restrictive.
The above paragraph constitutes this plan and was drafted after the July 17,
1996 Board meeting for ratification by the Board of Directors at the October 16,
1996 Board meeting. The plan will be registered pending ratification and be
retroactive to September 1, 1996.
/s/Stephen V. Ardia
- ----------------------------
Stephen V. Ardia
Chairman, President and CEO
/s/ Philip W. Welsh
- ----------------------------
Philip W. Welsh
Treasurer and Director of Finance
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 Non-Employee Director Stock Grant 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
