As filed with the Securities and
Exchange Commission on June 12, 1997
Registration No. __________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
ENVIRONMENTAL TECTONICS CORPORATION
(Exact name of Registrant as specified in its charter)
_______________
PENNSYLVANIA 23-1714256
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
William F. Mitchell
Environmental Tectonics
Corporation
County Line Industrial Park County Line Industrial Park
Southampton, Pennsylvania 18966 Southampton, Pennsylvania 18966
(215) 355-9100 (215) 355-9100
(Address, including zip code, and (Name, address, including
telephone number, including area zip code, and telephone
code, of Registrant's principal number, including area code,
executive officers) of agent for service)
________________
Copies of all communications should be sent to:
Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
Suite 202
1275 Drummers Lane
P.O. Box 236
Wayne, PA 19087-0236
(610) 293-4961
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement as determined in light of market conditions.
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, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
Calculation of Registration Fee
_________________________________________________________________
Title of Proposed Proposed
each class maximum maximum
of securities offering aggregate Amount of
to be Amount to price per offering registration
registered be registered share price fee
Common Stock, 105,780(1) $5.18(2) $547,940 $166.04
par value
$.10 per share
_________________________________________________________________
(1) Issuable upon the exercise of the Common Stock Warrants.
(2) Price per share (subject to antidilution adjustments) at
which the Common Stock may be issued upon exercise of the
Warrants.
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.
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
105,780 Shares of Common Stock
This Prospectus relates to (i) 105,780 shares of Common
Stock, par value $.10 per share (the "Common Stock"), of
Environmental Tectonics Corporation (the "Company") issuable to
Chase Manhattan Capital Corporation ("CMCC") or its transferees
upon the exercise of warrants (the "Warrants") which the Company
issued to CMCC in accordance with the Warrant Agreement (the
"Warrant Agreement") dated as of May 23, 1996 between the Company
and CMCC. The Warrant Agreement was entered into pursuant to the
terms of a Revolving Credit Agreement (the "Old Credit
Agreement"), dated as of November 20, 1990, as amended from time
to time, among the Company, and The Chase Manhattan Bank as
successor in interest to The Chase Manhattan Bank, N.A. and
Chemical Bank, and (ii) resales by CMCC of up to 105,780 shares
of Common Stock issuable to CMCC or transferees of the Warrants
upon the exercise of the Warrants.
The Warrants may be exercised until 5:00 p.m. (New York City
time), May 23, 2001, at an exercise price of $5.18 per share
(subject to antidilution adjustment(s).
The Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol ETC and on June 10, 1997 the closing
sales price, as reported by AMEX was $9.625 per share.
The Common Stock offered by this Prospectus may be resold
from time to time by CMCC or the transferees of the Warrants,
provided a current registration statement with respect to such
securities is then in effect. The distribution of shares of
Common Stock offered hereby by CMCC or such transferees may be
effected in one or more transactions that may take place on AMEX
or otherwise, including ordinary broker's transactions, privately
negotiated transactions or through sales to one or more dealers
for resale of such securities as principals, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or
commissions may be paid by CMCC or such transferees.
________________
THESE SECURITIES ARE SUBJECT TO A DEGREE OF RISK. SEE "RISK
FACTORS."
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 June __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). The reports, proxy statements and other
information filed by the Company with the Commission can be
inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and should be available for
inspection and copying at the following regional offices of the
Commission: New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048; and the Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material also can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended, with respect to the Common Stock issuable pursuant to
the Warrants. This Prospectus does not contain all the
information set forth in the Registration Statement and the
exhibits thereto certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. In
addition, certain documents have been incorporated in this
Prospectus by reference. See "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE." Such additional information may be
obtained from the Commission's principal office in Washington,
D.C. Statements contained in this Prospectus or in any document
incorporated in this Prospectus by reference or supplied herewith
as to the contents of any contract or other document referred to
herein or therein are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all
respects by such reference.
The Common Stock is traded on AMEX. Reports, proxy and
information statements and other information concerning the
Company can be inspected at AMEX, 86 Trinity Place, New York, New
York 10006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated by reference
herein:
1. The Company's Annual Report on Form 10-KSB for the
fiscal year ended February 28, 1997.
2. The Company's current report on Form 8-K, as filed with
the SEC on May 10, 1997.
3. The description of the Company's Common Stock as set
forth in the Company's Registration Statement on Form 8-A, dated
November 9, 1990, pursuant to which the Company registered the
Common Stock under Section 12(g) of the Exchange Act.
Each document filed by the Company subsequent to the date of
this Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act prior to the termination of this offering shall
be deemed to be incorporated by reference in this Prospectus and
shall be a part hereof from the date of filing for such document.
Any statement contained herein, or in the document all or a
portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is 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 the Registration Statement or this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the foregoing documents
incorporated by reference, other than certain exhibits to such
documents. Written requests may be made to Environmental
Tectonics Corporation, County Line Industrial Park, Southampton,
Pennsylvania 18966, Attn: Corporate Secretary. Telephone
requests may be directed to the Company at (215) 355-9100.
THE COMPANY
The Company, a Pennsylvania corporation incorporated in
1969, is principally engaged in the manufacture and sale of
products used in controlling, modifying, simulating and measuring
environmental factors such as temperature, humidity, pressure,
and vacuum. These products include aircrew training systems,
sterilizers, environmental systems and other products which
involve similar manufacturing techniques and engineering
technologies.
The Company's executive offices are located at County Line
Industrial Park, Southampton, Pennsylvania 18966, and its
telephone number is (215) 355-9100.
RECENT DEVELOPMENTS
On March 27, 1997, the Company entered into a Revolving
Credit Agreement (the "Credit Agreement"), dated as of March 27,
1997, between the Company and First Union National Bank (the
"Bank"). The Credit Agreement provides the Company a senior
revolving credit facility up to $10.0 million until May 31, 1998
and $9.0 million after May 31, 1998. The Credit Agreement
contains customary covenants, including financial covenants
regarding the Company's current ratio, leverage ratio and cash
flow. The revolving credit facility expires on May 31, 1999. At
April 30, 1997, the Company had approximately $6.8 million of
available credit under the Credit Agreement. However, because of
write downs of certain inventory and other year-end adjustments
that resulted in the Company recognizing a net loss of $20,000
for the fiscal year ended February 28, 1997, as of June 6, 1997,
the Bank has made all credit availability under the Credit
Agreement subject to specific prior approval by the Bank pending
a review of the Company's financial condition. The Company
believes this restriction will be temporary.
On March 27, 1997, the Company completed a private placement
of (i) $4.0 million aggregate principal amount of its 12%
Debentures due March 27, 2004 (the "Debentures") to Sirrom
Capital Corporation ("Sirrom") pursuant to a Debenture Purchase
Agreement, dated March 27, 1997, between the Company and Sirrom,
(ii) 25,000 shares of Series A Convertible Preferred Stock (the
"Preferred Stock") to Sirrom pursuant to a Preferred Stock
Purchase Agreement (the "Preferred Stock Agreement"), dated
March 27, 1997, between the Company and Sirrom, and
(iii) Warrants (the "Sirrom Warrants") to purchase up to 5% of
Company's outstanding Common Stock pursuant to the Stock Purchase
Warrant (the "Stock Purchase Warrant"), dated March 27, 1997,
issued by the Company to Sirrom. The Company received net cash
proceeds of $5,791,000 from the sale of the Debentures, Preferred
Stock and Sirrom Warrants.
The Company used approximately $989,000 of the available
credit under the Credit Agreement and $5,791,000 of the proceeds
received from the sale of the Debentures, Preferred Stock and
Sirrom Warrants to pay all of the Company's outstanding
indebtedness to The Chase Manhattan Bank ("Chase") under the Old
Credit Agreement, between the Company and Chase.
RISK FACTORS
U.S. Government Contracts. A significant portion of the
Company's net revenues are attributable to contracts with
agencies of the U.S. Government or with other customers who
had prime contracts with agencies of the U.S. Government.
The Company's contracts with the U.S. Government contain
standard terms permitting termination without cause at the
option of the U.S. Government. In the event of termination
of such contracts, the Company is entitled to receive
reimbursement on the basis of work completed (cost incurred
plus a reasonable profit), recording the amounts anticipated
to be recovered from termination claims in income as soon as
those amounts can be reasonably determined rather than at
the time of final settlement. All costs applicable to a
termination claim are charged as an offsetting expense
concurrently with the recognition of income from the claim.
Unbilled contract costs subject to negotiation represent
claims made or to be made against the U.S. Government. The
Company records claims to the extent of contract costs
incurred. These costs generally are incurred in connection
with U.S. Government-caused delays, errors in specifications
and designs, and other unanticipated causes. In accordance
with generally accepted accounting principles, revenue
recorded by the Company from a claim does not exceed the
incurred contract costs related to the claim. Such claims
are subject to negotiation and audit by the U.S. Government.
While the Company believes its claims against the U.S.
Government are justified, no assurances can be given that
the Company will recover the full amount of such claims.
Failure to so recover could have a material adverse impact
on the Company, depending on the amount of unrecovered
claims.
Dependence Upon Chief Executive Officer. The Company is
dependent upon the guidance of its founder and President,
William F. Mitchell, the loss of whose services would have a
material adverse effect on the Company's future.
Accordingly, the Company maintains key-person life insurance
payable to the Company on the life of Mr. Mitchell in the
amount of $1,000,000.
Competition. In some areas of its business the Company
competes with well-established firms, some of which have
substantially greater financial and personnel resources than
the Company. Some of these competitor firms have greater
technical expertise and production capabilities than the
Company in one or more of the areas involved in the design
and production of physiological flight training equipment,
environmental systems, and other specially designed
products. The Company faces particularly intense
competition from a number of firms in the sale of hospital
sterilizers.
Restriction on Cash Dividends. No cash dividends on the
Company's Common Stock have ever been paid. Under the terms
of the Credit Agreement the Company is prohibited from
declaring or paying any cash dividends on the Common Stock
without the prior written consent of the Bank. Under the
terms of the Debenture Agreement, the Company is prohibited
from declaring or paying any cash dividend if, after giving
effect to such dividend, an event of default would exist
under the Debenture Agreement.
Customers. The Company does not believe that the
distribution of its sales for any particular period is
necessarily indicative of the distribution expected for any
other period. A material portion of the Company's export
sales have been to Far East and Middle East countries whose
economies and/or governments are subject to instabilities.
On some export sales, customers' obligations to the Company
are not collateralized by irrevocable letters of credit.
USE OF PROCEEDS
The Company would receive approximately $548,000 of net
proceeds from the sale of 105,780 shares of Common Stock upon the
exercise of the Warrants, without regard to incidental expenses.
Such proceeds are expected to be expended to support the
Company's working capital needs.
SELLING SECURITYHOLDERS AND PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus are
issuable upon exercise of the Warrants. CMCC and any transferee
of the Warrants are entitled to exercise any or all of the
Warrants at any time before 5:00 p.m. (New York City time),
May 23, 2001, upon payment to the Company of $5.18 per share
(subject to antidilution adjustments). There are no underwriters
involved in any such exercise. As of the date of this
Prospectus, CMCC or any transferee of the Warrants would
beneficially own approximately 3.44% of the Company's Common
Stock if CMCC or any transferee of the Warrants were to purchase
105,780 shares of Common Stock issuable under the Warrants.
This Prospectus also covers resales by CMCC and its
transferees of the Warrants of up to 105,780 shares of Common
Stock issuable to CMCC upon the exercise of the Warrants. CMCC
is an affiliate of Chase. There is no other material
relationship between the Company and CMCC as of the date of this
Prospectus. However, prior to March 28, 1997, Chase was the
major creditor of the Company and had been the major creditor
during the preceding three years. As of the date of this
Prospectus, CMCC does not beneficially own any Common Stock other
than the Common Stock receivable upon the exercise of the
Warrants. The Company will not receive any proceeds from CMCC's
resale of any shares of Common Stock.
Resales of the Common Stock offered hereby by CMCC or the
transferees of the Warrants may be effected in one or more
transactions that may take place on AMEX or otherwise, including
ordinary broker's transactions, privately negotiated transactions
or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by CMCC or
such transferees.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be
passed upon for the Company by Stevens & Lee, Reading,
Pennsylvania, counsel to the Company.
EXPERTS
The consolidated balance sheets as of February 28, 1997 and
February 23, 1996 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for
the years then ended, incorporated by reference in this
Prospectus have been incorporated herein in reliance on the
report of Grant Thornton LLP, which report includes an emphasis
of a matter paragraph that described the claims receivable
discussed in Note 2 to the consolidated financial statements.
<PAGE>
[BACK COVER]
No dealer, salesperson or other person has been authorized
in connection with any offering to give any information or to
make any representations other than those contained in this
Prospectus. This Prospectus does not constitute an offer or a
solicitation in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has
been no change in the circumstances of the Company or the facts
herein set forth since the date hereof.
TABLE OF CONTENTS
AVAILABLE INFORMATION........................................ 6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............ 7
THE COMPANY.................................................. 8
RISK FACTORS................................................. 10
USE OF PROCEEDS.............................................. 12
SELLING SECURITYHOLDERS AND PLAN OF DISTRIBUTION............. 12
LEGAL MATTERS................................................ 13
EXPERTS...................................................... 13
<PAGE>
[BACK COVER CONTINUED]
ENVIRONMENTAL TECTONICS CORPORATION
105,780 Shares of
Common Stock
____________________
PROSPECTUS
____________________
June __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection
with the issuance and distribution of the Common Stock, all of
which are being borne by the Registrant.
Securities and Exchange Commission filing fee ....... $ 166.00
Printing and Engraving Expenses ..................... 0
Accounting Fee and Expenses ......................... 2,500.00
Legal Fees and Expenses ............................. 5,000.00
Blue Sky Qualification Fees and Expenses ............ 0
Miscellaneous ....................................... 500.00
Total .......................................... $8,166.00
The foregoing, except for the Securities and Exchange
Commission registration fee, are estimates.
Item 15. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
The bylaws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.
Item 16. Exhibits.
Exhibit Number Document
5* Opinion of Stevens & Lee re:
Legality of Common Stock.
10.1 Revolving Credit Agreement, dated
as of March 27, 1997, between the
Registrant and First Union
National Bank was filed as
Exhibit 10.6 to the Registrant's
Form 10-KSB for the year ended
February 28, 1997 and is
incorporated herein by reference.
10.2 Debenture Purchase Agreement,
dated March 27, 1997, between the
Registrant and Sirrom Capital
Corporation was filed as
Exhibit 10.7 to the Registrant's
Form 10-KSB for the year ended
February 28, 1997 and is
incorporated herein by reference.
10.3 Preferred Stock Purchase
Agreement, dated March 27, 1997,
between the Registrant and Sirrom
Capital Corporation was filed as
Exhibit 10.8 to the Registrant's
Form 10-KSB for the year ended
February 28, 1997 and is
incorporated herein by reference.
10.4 Stock Purchase Warrant, dated
March 27, 1997, issued by the
Registrant to Sirrom Capital
Corporation was filed as
Exhibit 10.9 to the Registrant's
Form 10-KSB for the year ended
February 28, 1997 and is
incorporated herein by reference.
10.5 Form of 1996 Warrant Agreement
between the Registrant and Chase
Manhattan Capital Corporation,
filed as Exhibit 10(xiv) to the
Registrant's Form 10-KSB for the
fiscal year ended February 23,
1996 and is incorporated herein
by reference.
23(a) Consent of Grant Thornton LLP.
23(b) Consent of Stevens & Lee
(contained in Exhibit 5).
24 Power of Attorney (included on
signature page).
_________________________
* To be filed by amendment.
Item 17. Undertakings.
The undersigned Registrant 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; (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
the Registration Statement; and (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; (2) 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; and (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.
The undersigned Registrant hereby undertakes 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 Section 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.
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>
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-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the Township of Southampton, Commonwealth of
Pennsylvania, on June 12, 1997.
ENVIRONMENTAL TECTONICS CORPORATION
By /s/ William F. Mitchell
William F. Mitchell,
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints william F.
Mitchell and Duane D. Deaner, and each of them, his true and
lawful attorney-in-fact, as agent with full power of substitution
and resubstitution for him and in his name, place and stead, in
any and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-
in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as
they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their 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 by the following
persons in the capacities and on the dates indicated.
Signature Title Dated
/s/ William F. Mitchell Chairman of the Board, June 12, 1997
William F. Mitchell President and Director
(principal executive
officer)
/s/ Duane D. Deaner Chief Financial Officer June 12, 1997
Duane D. Deaner (principal financial
and accounting officer)
Richard E. McAdams Executive Vice President June 12, 1997
Richard E. McAdams and Director
Pete L. Stephens, M.D. Director June 12, 1997
Pete L. Stephens, M.D.
Michael A. Mulshine Director June 12, 1997
Michael A. Mulshine
Philip L. Wagner, Ph.D. Director June 12, 1997
Philip L. Wagner, Ph.D.
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
5* Opinion of Stevens & Lee re: Legality of Common
Stock.
10.1 Revolving Credit Agreement, dated as of March 27,
1997, between the Registrant and First Union
National Bank was filed as Exhibit 10.6 to the
Registrant's Form 10-KSB for the year ended
February 28, 1997 and is incorporated herein by
reference.
10.2 Debenture Purchase Agreement, dated March 27,
1997, between the Registrant and Sirrom Capital
Corporation was filed as Exhibit 10.7 to the
Registrant's Form 10-KSB for the year ended
February 28, 1997 and is incorporated herein by
reference.
10.3 Preferred Stock Purchase Agreement, dated
March 27, 1997, between the Registrant and Sirrom
Capital Corporation was filed as Exhibit 10.8 to
the Registrant's Form 10-KSB for the year ended
February 28, 1997 and is incorporated herein by
reference.
10.4 Stock Purchase Warrant, dated March 27, 1997,
issued by the Registrant to Sirrom Capital
Corporation was filed as Exhibit 10.9 to the
Registrant's Form 10-KSB for the year ended
February 28, 1997 and is incorporated herein by
reference.
10.5 Form of 1996 Warrant Agreement between the
Registrant and Chase Manhattan Capital
Corporation, filed as Exhibit 10(xiv) to the
Registrant's Form 10-KSB for the fiscal year ended
February 23, 1996 and is incorporated herein by
reference.
23(a) Consent of Grant Thornton LLP.
23(b) Consent of Stevens & Lee (contained in Exhibit 5).
24 Power of Attorney (included on signature page).
_________________________
* To be filed by amendment.
Exhibit 23.A
We have issued our report dated June 9, 1997 accompanying the
consolidated financial statements of Environmental Tectonics
Corporation and subsidiary included in the Annual Report on
Form 10-KSB for the year ended February 28, 1997 which are
incorporated by reference in this Registration Statement on
Form S-3. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 12, 1997
