As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-_________
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2773 Balltown Road, Niskayuna, New York 12309-1090
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Deferred Compensation Plan for Certain Executive Employees
of Environment|One Corporation
- --------------------------------------------------------------------------------
(Full title of the plan)
Stephen V. Ardia, President, CEO and Chairman of the Board
2773 Balltown Road, Niskayuna, New York 12309-1090
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(518) 346-6161
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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
---------- ---------- ---------- ------ ---
<S> <C> <C> <C> <C>
Common Stock, $0.10 50,000 shares $ 10.375 $ 518,750 $ 153.03
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 National Market on December 17, 1997.
Exhibit Index on page 2.
Page 1 of 4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed pursuant to Item E of the
General Instructions for Form S-8 to register additional shares of Common Stock
for offer and sale under the Deferred Compensation Plan for Certain Executive
Employees of Environment|One Corporation, for which a Registration Statement on
Form S-8 (Registration No. 333-15229) is already effective. Except to the extent
that exhibits are filed herewith, the contents of the Registrant's Registration
Statement on Form S-8 (No. 333-15229) are hereby incorporated by reference.
Item 8. Exhibits.
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 4 of this Registration Statement).
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.
Page 2 of 4
<PAGE>
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
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.
Page 3 of 4
<PAGE>
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 Niskayuna, New York on the 16th day of December, 1997.
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.
Signature Title Date
--------- ----- ----
/s/ Stephen V. Ardia President, CEO and Chairman December 16, 1997
---------------- of the Board
Stephen V. Ardia
/s/ Philip W. Welsh Treasurer and December 16, 1997
--------------- Director of Finance
Philip W. Welsh
/s/ Walter W. Aker Director December 16, 1997
--------------
Walter W. Aker
/s/ John L. Allen Director December 16, 1997
-------------
John L. Allen
/s/ Angelo Dounoucos Director December 16, 1997
----------------
Angelo Dounoucos
/s/ Lars G. Grenback Director December 16, 1997
----------------
Lars G. Grenback
/s/ Robert G. James Director December 16, 1997
---------------
Robert G. James
/s/ Rolf E. Soderstrom Director December 16, 1997
------------------
Rolf E. Soderstrom
Page 4 of 4
Exhibit 5.1
December 23, 1997
Environment|One Corporation
2773 Balltown Road
Niskayuna, New York 12309
Ladies and 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 Deferred
Compensation Plan for Certain Executive Employees of Environment|One Corporation
(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
---------------------------
Bond, Schoeneck & King, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Environment One Corporation:
We consent to the use of our report, included in the December 31, 1996 Annual
Report on Form 10-KSB of Environment One Corporation, incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
Albany, New York
December 19, 1997
