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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Laidlaw Environmental Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip code)
1997 Stock Option Plan
Directors Stock Option Plan
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(Full title of the plans)
Henry H. Taylor, Esq.
Laidlaw Environmental Services, Inc.
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (803) 933-4200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share price fee
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<S> <C> <C> <C> <C>
Common stock, par
value $1.00 per share 1,187,500 shares(2) $3.1875 $ 3,785,156.25 $1,116.62
Common stock, par
value $1.00 per share 5,352,500 shares(3) $4.3750(4) $23,417,187.50 $6,908.07
Total 6,540,000 shares $27,202,343.75 $8,024.69
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(1) Together with an indeterminable number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to such plans as the result of any future stock split, stock
dividend or similar adjustment of the registrant's outstanding common
stock.
(2) Represents 1,097,500 shares reserved for issuance under previously
awarded option grants at a price of $3.1875 per share under the 1997
Stock Option Plan and 90,000 shares reserved for issuance under
previously awarded option grants at a price of $3.1875 per share under
the Directors Stock Option Plan.
(3) Represents 4,902,500 shares reserved for issuance pursuant to future
grants under the 1997 Stock Option Plan and 450,000 shares reserved for
issuance pursuant to future grants under the Directors Stock Option
Plan.
(4) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
based on the average of the high and low prices of Laidlaw
Environmental Services, Inc. common stock on the New York Stock
Exchange as reported in the Wall Street Journal on December 9, 1997.
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PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information*
- ------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Note to Part I of Form S-8.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The registrant hereby incorporates by reference in this registration
statement the following documents:
(a) The registrant's annual report on Form 10-K for the year ended
August 31, 1997;
(b) The registrant's current reports on Form 8-K dated November 5,
1997, November 14, 1997, November 14, 1997, November 19, 1997, November 21,
1997, November 25, 1997 and December 8, 1997.
(c) The description of the registrant's common stock, par value
$1.00 per share, contained in the registrant's current report on Form 8-K,
dated July 29, 1997.
All documents subsequently filed by the registrant 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 to this registration statement 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
in this registration statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock of the registrant offered hereby will be
passed on for the registrant by Henry H. Taylor, Esquire. Mr. Taylor is Vice
President, General Counsel and Secretary of the registrant. In addition, Mr.
Taylor has been granted options to acquire 20,000 shares of common stock of the
Company under the Company's 1997 Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Subsection (c) of Section 145 provides that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Other subsections of Section 145: (i) provide that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; (ii) provide that indemnification
provided for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and (iii) empower the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or any person who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145.
The registrant's Bylaws provide that the registrant shall indemnify and
advance expenses to its directors, officers, employees, agents or fiduciaries of
the registrant to the fullest extent permitted by Delaware law.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to a corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware
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or (iv) for any transaction from which the director derived an improper personal
benefit. Article Tenth of the registrant's Restated Certificate of
Incorporation, as amended, eliminates the personal liability of the registrant's
directors for monetary damages for breach of fiduciary duty except to the extent
that such elimination of liability is not permitted under Delaware corporate
law.
The registrant also maintains liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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:
(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising
after the effective date of the 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
(C) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
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.
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(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.
(b) 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.
(c) 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.
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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 this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of South Carolina, on November 25,
1997.
LAIDLAW ENVIRONMENTAL SERVICES, INC.
By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kenneth W. Winger and Paul R. Humphreys,
and each of them acting individually, as his attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said registration
statement.
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Kenneth W. Winger Director, President November 25, 1997
- ---------------------------- and Chief Executive
Kenneth W. Winger Officer (principal
executive officer)
/s/ Paul R. Humphreys Chief Financial Officer November 25, 1997
- ---------------------------- (principal financial
Paul R. Humphreys officer and principal
accounting officer)
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/s/ James R. Bullock Director, Chairman of November 25, 1997
- ---------------------------- the Board
James R. Bullock
/s/ John R. Grainger Director November 25, 1997
- ----------------------------
John R. Grainger
/s/ Leslie W. Haworth Director November 25, 1997
- ----------------------------
Leslie W. Haworth
/s/ John W. Rollins, Sr. Director November 25, 1997
- ----------------------------
John W. Rollins, Sr.
/s/ John W. Rollins, Jr. Director November 25, 1997
- ----------------------------
John W. Rollins, Jr.
Director
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David E. Thomas, Jr.
/s/ Henry B. Tippie Director November 25, 1997
- ----------------------------
Henry B. Tippie
Director
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James L. Wareham
/s/ Grover C. Wrenn Director November 25, 1997
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Grover C. Wrenn
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EXHIBIT INDEX
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Exhibit
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4.1(a) Restated Certificate of Incorporation of the registrant, filed as
Exhibit 3(a) to the registrant's Form 10-Q for the quarter ended
May 31, 1997, is incorporated herein by reference.
4.1(b) Certificate of Correction of the registrant, filed as Exhibit
3(a)(1) to the registrant's Annual Report on Form 10-K for the
year ended August 31, 1997, is incorporated herein by reference.
4.2 Bylaws of the registrant, as last amended, filed as Exhibit 3(ii)
to the registrant's current report on Form 8-K dated July 29,
1997, is incorporated herein by reference.
4.4 Laidlaw Environmental Services, Inc. 1997 Stock Option Plan.
4.5 Laidlaw Environmental Services, Inc. Directors Stock Option Plan.
5.1 Opinion of Henry H. Taylor, Esq. regarding legality
23.1 Consent of Coopers & Lybrand, LLP
23.2 Consent of Henry H. Taylor, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page of this
registration statement)
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EXHIBIT 4.4
LAIDLAW ENVIRONMENTAL SERVICES, INC.
1997 STOCK OPTION PLAN
EFFECTIVE DATE JULY 9, 1997
1. PURPOSE
The 1997 Stock Option Plan ("Plan") of Laidlaw Environmental Services, Inc.
("LESI") is intended to advance the interests of LESI and its subsidiaries by
encouraging stock ownership by key employees of LESI and its subsidiaries as a
means to attract, motivate and retain such employees.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Human Resources and Compensation
Committee of the Board of Directors of LESI ("HRCC"). The HRCC shall have the
power to modify the provisions of the Plan to conform with law and to meet
special circumstances not anticipated or covered in the Plan, to make any
interpretations of the provisions of the Plan, to adopt rules and regulations
and prescribed forms for carrying out the purposes and provisions of the Plan
and to amend the Plan except with respect to options that have been granted. Any
interpretation, decision or determination made by the HRCC shall be final,
binding and conclusive on all parties.
3. SHARES SUBJECT TO THE PLAN
The HRCC may grant options ("Options") to purchase not more than 6,000,000
Common Shares ("Shares"), $1.00 par value, of LESI in the aggregate subject to
adjustments as provided in Section 5 hereof; provided, however, that each grant
of an option hereunder to any person who is an officer of LESI for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended (an "Officer"),
shall be approved by the Board of Directors of LESI. If any Option granted to a
person eligible to be granted Options under the Plan ("Participant") lapses or
is otherwise terminated, such Shares shall then be again available for the grant
of Options hereunder. Such Shares may be treasury Shares or authorized but
unissued Shares.
4. TERMINATION OF PLAN
The Plan (and any Options granted pursuant to the Plan) shall terminate on
April 30, 1998, unless prior to that time the Plan has been approved by the vote
of the holders of a majority of the shares present, in person or by proxy, at a
meeting of the shareholders at which such approval is sought. If such approval
is given, the Plan shall terminate on July 8, 2007; provided, however, that the
HRCC of LESI within its absolute discretion may terminate the Plan at any time.
No such termination, other than as provided for in Section 5 hereof, shall in
any way affect any Option then outstanding.
5. CHANGES IN LESI'S CAPITAL STRUCTURE
The existing outstanding Options shall not affect in any way, the right or
power
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of LESI or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganization or other changes in LESI's capital structure
or its business or any merger or consolidation of LESI or any issue of
securities or any sale or transfer of all or any part of its assets or business
or any other corporate act or proceeding whether of a similar character or
otherwise.
If LESI shall effect a subdivision or consolidation of Shares or other
capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of Shares outstanding without receiving compensation
therefor in money, services or property, then:
(a) The number, class and per share price of Shares subject to outstanding
Options hereunder shall be appropriately adjusted in such manner as to
entitle the Participant to receive upon exercise of an Option for the
same aggregate cash consideration the same total number and class of
Shares as he would have received had he exercised his Options in full
immediately prior to the event requiring the adjustment; and
(b) The number and class of Shares then reserved for issuance under the
Plan shall be adjusted by substituting for the total number and class
of Shares then reserved that number and class of Shares that would
have been received by the owner of an equal number of outstanding
Shares of each class as the result of the event requiring the
adjustment.
After a merger of one or more corporations into LESI, or after a
consolidation of LESI and one or more corporations in which LESI shall be the
surviving corporation, each holder of an outstanding Option shall, at no
additional cost, be entitled upon exercise of such Option to receive (subject to
any required action by shareholders) in lieu of the number and class of Shares
as to which such Option would have been so exercisable in the absence of such
event, the number and class of Shares to which such holder would have been
entitled pursuant to the terms of the agreement of merger or consolidation, if
immediately prior to such merger or consolidation, such holder had been the
holder of record of the number and class of Shares equal to the number and class
of Shares as to which such Option shall be so exercised.
If LESI is merged into or consolidated with another corporation under
circumstances where LESI is not the surviving corporation, or if LESI is
liquidated, or sells or otherwise disposes of substantially all of its assets to
another corporation while unexercised Options remain outstanding under the Plan:
(i) subject to the provisions of clause (iii) below, after the effective date of
such merger, consolidation or sale, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of such Option, to receive,
in lieu of Shares, shares of such stock or other securities as the holders of
Shares of such class of stock received pursuant to the terms of the merger,
consolidation or sale; (ii) the HRCC may waive any limitations set forth in or
imposed pursuant to Section 8.d. hereof so that all Options, from and after a
date prior to the effective date of such merger, consolidation, liquidation or
sale, as the case may be, specified by the HRCC, shall be exercisable in full;
and (iii) all outstanding Options may be canceled by the HRCC as of the
effective date of any such merger, consolidation,
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liquidation or sale provided that (x) notice of such cancellation shall be given
to each holder of an Option and (y) each holder of an Option shall have the
right to exercise such Option in full (without regard to any limitations set
forth in or imposed pursuant to Section 8.d. hereof) during a thirty (30) day
period preceding the effective date of such merger, consolidation, liquidation
or sale.
Except as hereinbefore expressly provided, the issue by LESI of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services, either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of LESI convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number, class or price of Shares then subject to outstanding Options.
6. ELIGIBILITY
The persons who shall be eligible to participate in the Plan and be granted
Options shall be those persons who are key employees of LESI or of any
corporation in which LESI owns directly or indirectly not less than fifty
percent (50%) of the outstanding voting shares of such corporation and who are
in a position in the opinion of the HRCC to make significant contributions to
the growth, management and success of LESI and its subsidiaries and who do not
own more than ten percent (10%) of the stock of LESI at the time an Option is
granted. The HRCC shall from time to time in its sole discretion select those
persons who are to be granted Options and establish the terms and conditions
with respect thereto; provided, however, the Board of Directors of LESI shall
approve the terms and conditions of each grant of an option to any person who is
an Officer.
7. AUTHORITY TO GRANT OPTIONS
Options granted hereunder may be:
(a) Incentive Stock Options, which shall mean a right to purchase Shares
from LESI that is granted pursuant to this Section 7 and that is
intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended from time to time ("Section 422 of
the Code"), or any successor provision thereto;
(b) Non-Qualified Stock Options, which shall mean the right to purchase
Shares from LESI granted pursuant to this Section 7 and that is not
intended to be an Incentive Stock Option; or
(c) both types of Options.
Incentive Stock Options shall be designated as such, and Non-Qualified
Stock Options shall be designated as such.
In the case of Incentive Stock Options, the terms and conditions of such
grants
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shall be subject to and comply with such rules as may be subscribed by Section
422 of the Code, and any regulations implementing such statute. The aggregate
fair market value (determined as provided in Section 8(a) of the Plan) of the
stock with respect to which incentive stock options are granted hereunder which
are exercisable for the first time by such employee during any calendar year
(under all the stock option plans maintained by LESI and subsidiary
corporations), valued as of the date of grant, shall not exceed $100,000 in
accordance with Section 422 of the Code. No Option shall be granted under the
Plan after ten (10) years from the date the Plan is adopted.
8. OPTION PROVISIONS
(a) The HRCC, or the Board of Directors with respect to Officers, shall
have authority to grant Options under the Plan to a Participant for
such number of Shares as it may determine and on such terms,
conditions and restrictions as it may deem appropriate (the "Terms,
Conditions and Restrictions"). The grant and exercise of Options
hereunder shall be subject to all applicable federal, provincial,
state and local laws, rules and regulations and to such approvals by
any government or regulatory agency as may be required. The HRCC, or
the Board of Directors with respect to Officers, shall determine the
period for which each Option is granted and the terms on which it may
be exercised. The price per share at which Shares may be acquired upon
exercise of an Option shall not be less than the fair market value on
the date the Option is granted. The fair market value of the Shares
shall be the closing price of the stock on the New York Stock Exchange
as reported in the Wall Street Journal for the trading day immediately
prior to the day on which the Option is granted, or if the Option is
not granted on a trading day, then such fair market value shall be
determined on the last trading day before the Option is granted.
(b) The HRCC, or the Board of Directors with respect to Officers, shall
determine the period during which each Option may be exercised. All
Options shall expire if not exercised by the end of the specified
term. No Option shall be exercisable after the expiration of ten (10)
years from the date such Option is granted.
(c) Options shall be exercised by the delivery of written notice to LESI
setting forth the number of Shares with respect to which the Options
are to be exercised and specifying whether the Options being exercised
are Incentive Stock Options or Non-Qualified Stock Options. The
purchase price of Shares as to which an Option shall be exercised
shall be paid to LESI at the time of exercise in cash, certified
check, bank draft, money order, note or such other method as
determined by the HRCC whereupon certificates for the Shares will be
issued and delivered. Such certificates shall specify whether the
Shares were issued pursuant to Incentive Stock Options or
Non-Qualified Stock Options.
(d) Each Option may be exercised, so long as it is valid and outstanding,
from
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time to time in part or as a whole, subject to any limitations
with respect to the number of Shares for which the Option may be
exercised at a particular time and to such other conditions as
the HRCC, or the Board of Directors in the case of grants to
Officers, in its discretion may specify upon granting the Option.
(e) Options are not transferable otherwise than by will or the laws of
descent and distribution and are exercisable during the Participant's
lifetime only by the Participant.
(f) The Plan and any Option granted under the Plan shall not confer upon
any Participant any right with respect to continuance of employment by
LESI or any direct or indirect subsidiary nor shall they interfere in
any way with the right of LESI or any direct or indirect subsidiary to
terminate a Participant's employment at any time.
(g) Except as may be otherwise expressly provided herein, Options shall
terminate on such date as shall be selected by the HRCC, or the Board
of Directors in the case of grants to Officers, in its discretion and
specified in the Terms, Conditions and Restrictions. Whether
authorized leave of absence, or absence on military or government
service, shall constitute severance of the employment relationship
between LESI or its subsidiary corporation and the Participant shall
be determined by the HRCC, or the Board of Directors in the case of
grants to Officers, at the time thereof. After the death of the
Participant, his executor, administrator, or any person or persons to
whom his Option may be transferred by will or by the laws of descent
and distribution, shall have the right, at any time prior to the
earlier of the date of expiration or one year following the date of
such death, to exercise the Option, in whole or in part (without
regard to any limitations set forth in or imposed pursuant to Section
8.d. hereof).
9. REQUIREMENTS OF LAW
LESI shall not be required to sell or issue any Shares under an Option if
the issuance of such Shares would constitute a violation by the Participant or
LESI of any provisions of any law or regulation of any governmental authority.
In addition, in connection with the Securities Act of 1933 (as now in effect or
hereafter amended), upon exercise of any Option, LESI shall not be required to
issue such Shares unless the HRCC has received evidence satisfactory to it to
the effect that the holder of such Option will not transfer such Shares except
pursuant to a registration statement in effect under such Act or unless an
opinion of counsel to LESI has been received by LESI to the effect that such
registration is not required. Any determination in this connection by the HRCC
shall be final, binding and conclusive. In the event the Shares issuable on
exercise of an Option are not registered under the Securities Act of 1933, LESI
may imprint the following legend or any other legend which counsel for LESI
considers necessary or advisable to comply with the Securities Act of 1933:
"The shares of stock represented by this certificate have not been
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registered under the Securities Act of 1933 or under the securities laws of
any State and may not be sold or transferred except upon such registration
or upon receipt by LESI of an opinion of counsel satisfactory to LESI, in
form and substance satisfactory to LESI, that registration is not required
for such sale or transfer."
LESI may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended); and in the event any Shares are so registered LESI may
remove any legend on certificates representing such Shares. LESI shall not be
obligated to take any other affirmative action in order to cause the exercise of
an Option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority.
10. NO RIGHTS AS SHAREHOLDER
No Participant shall have rights as a shareholder with respect to Shares
covered by his Option until the date of issuance of a stock certificate for such
Shares; and except as otherwise provided in Section 5 hereof, no adjustment for
dividends, or otherwise, shall be made if the record date thereof is prior to
the date of issuance of such certificate.
11. AMENDMENT OR TERMINATION OF PLAN
The HRCC may modify, revise or terminate this Plan at any time and from
time to time; provided, however, that without the further approval of the
holders of a majority of the shares present, in person or by proxy, at a meeting
of the shareholders at which such approval is sought, the Board may not increase
the aggregate number of shares which may be issued under Options pursuant to the
provisions of this Plan and that any amendment, modification, revision or
termination shall not affect any outstanding Options.
12. EFFECTIVE DATE OF PLAN.
The Plan shall be become effective and shall be deemed to have been adopted
on July 9, 1997.
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EXHIBIT 4.5
LAIDLAW ENVIRONMENTAL SERVICES, INC.
DIRECTORS STOCK OPTION PLAN
EFFECTIVE JULY 9, 1997
1. PURPOSE
The Directors Stock Option Plan ("the Plan") of Laidlaw Environmental
Services, Inc. ("LESI") is intended to advance the interests of LESI and its
subsidiaries by encouraging stock ownership by directors of LESI.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of LESI. The Board
of Directors shall have the power, subject to regulatory approval, to modify the
provisions of the Plan to conform with law or to meet special circumstances not
anticipated or covered in the Plan, to make any interpretations of the
provisions of the Plan, to adopt rules and regulations and prescribed forms for
carrying out the purposes and provisions of the Plan and to amend the Plan
except with respect to options that have been granted. Any interpretation,
decision or determination made by the Board of Directors shall be final, binding
and conclusive on all parties.
3. SHARES SUBJECT TO THE PLAN
The Board of Directors may grant options ("Options") for the purchase of
not more than 540,000 Common Shares ("Shares") $1.00 par value of LESI in the
aggregate subject to adjustments as provided in paragraph 4 hereof. If any
Option granted to a person eligible to be granted Options under the Plan
("Participant") lapses or is otherwise terminated, such Shares shall then be
again available for the grant of Options hereunder.
4. CHANGES IN LESI'S CAPITAL STRUCTURE
The existence of outstanding Options shall not affect in any way, the right
or power of LESI or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in LESI's
capital structure or its business or any merger or consolidation of LESI or any
issue of securities or any sale or transfer of all or any part of its assets or
business or any other corporate act or proceeding whether of a similar character
or otherwise.
If LESI shall effect a subdivision or consolidation of Shares or other
capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of Shares outstanding without receiving compensation
therefor in money, services or property, then:
(a) The number, class and per share price of Shares subject to outstanding
Options hereunder shall be appropriately adjusted in such manner as to
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entitle the Participant to receive upon exercise of an Option for the
same aggregate cash consideration the same total number and class of
Shares as the Participant would have received had the Participant
exercised his or her options in full immediately prior to the event
requiring the adjustment; and
(b) The number and class of Shares then reserved for issuance under the
Plan shall be adjusted by substituting for the total number and class
of Shares then reserved that number and class of Shares that would
have been received by the owner of an equal number of outstanding
Shares of each class as the result of the event requiring the
adjustment.
After a merger of one or more corporations into LESI, or after a
consolidation of LESI and one or more corporations in which LESI shall be the
surviving corporation, each holder of an outstanding Option shall, at no
additional cost, be entitled upon exercise of such Option to receive (subject to
any required action by shareholders) in lieu of the number and class of Shares
as to which such Option would have been so exercisable in the absence of such
event, the number and class of Shares to which such holder would have been
entitled pursuant to the terms of the agreement of merger or consolidation, if
immediately prior to such merger or consolidation, such holder had been the
holder of record of the number and class of Shares equal to the number and class
of Shares as to which such Option shall be so exercised.
If LESI is merged into or consolidated with another corporation under
circumstances where LESI is not the surviving corporation, or if LESI is
liquidated, or sells or otherwise disposes of substantially all of its assets to
another corporation while unexercised Options remain outstanding under the Plan:
(i) subject to the provisions of clause (iii) below, after the effective date of
such merger, consolidation or sale, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of such Option, to receive,
in lieu of Shares, shares of such stock or other securities as the holders of
Shares of such class of stock received pursuant to the terms of the merger,
consolidation or sale; (ii) the Board of Directors may waive any limitations set
forth in or imposed pursuant to Section 6 hereof so that all Options, from and
after a date prior to the effective date of such merger, consolidation,
liquidation or sale, as the case may be, specified by the Board of Directors,
shall be exercisable in full; and (iii) all outstanding Options may be canceled
by the Board of Directors as of the effective date of any such merger,
consolidation, liquidation or sale provided that (x) notice of such cancellation
shall be given to each holder of an Option and (y) each holder of an Option
shall have the right to exercise such Option in full (without regard to any
limitations set forth in or imposed pursuant to Section 6 hereof) during a
thirty (30) day period preceding the effective date of such merger,
consolidation, liquidation or sale.
Except as hereinbefore expressly provided, the issue by LESI of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services, either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of LESI convertible into such shares or other securities,
shall not affect, and no adjustment by
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reason thereof shall be made with respect to, the number, class or price of
Shares then subject to outstanding Options.
5. ELIGIBILITY
The persons who shall be eligible to participate in the Plan and be granted
Options shall be those persons who are directors of LESI, excluding directors
who are executive officers of LESI.
6. OPTION PROVISIONS
(a) The Board of Directors shall have the authority to grant Options under
the Plan to a Participant for such number of Shares as the Board of
Directors may determine and on such terms, conditions and restrictions
as the Board of Directors may deem appropriate (the "Terms, Conditions
and Restrictions"). No single person may hold options covering more
than 5% of the number of issued and outstanding Shares. The grant and
exercise of Options hereunder shall be subject to all applicable
federal, provincial, state and local laws, rules and regulations and
to such approvals by any government or regulatory agency as may be
required. The Board of Directors shall determine the period for which
each Option is granted and the terms on which it may be exercised. The
price per share at which Shares may be acquired upon exercise of an
Option shall be not less than the fair market value on the date the
Option is granted. The fair market value of the Shares shall be the
closing price of the stock on the New York Stock Exchange as reported
in the Wall Street Journal for the trading day immediately prior to
the day on which the Option is granted, or if the Option is not
granted on a trading day, then such fair market value shall be
determined on the last trading day before the Option is granted.
(b) The Board of Directors shall determine the period during which each
Option may be exercised. All Options shall expire if not exercised by
the end of the specified term. No Option shall be exercisable after
the expiration of ten years from the date such Option is granted.
(c) Except as may be otherwise expressly provided herein, Options shall
terminate on such date as shall be selected by the Board of Directors
in its discretion and specified in the Terms, Conditions and
Restrictions. After the death of the Participant, his executor,
administrator or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall
have the right, at any time prior to the earlier of the date of
expiration or one year following the date of such death, to exercise
the Option, in whole or in part (without regard to any limitations set
forth in or imposed pursuant to Section 6 hereof).
(d) Options shall be exercised by the delivery of written notice to LESI
setting forth the number of Shares with respect to which the Options
are to be
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exercised. The purchase price of Shares as to which an Option shall be
exercised shall be paid to LESI at the time of exercise in cash,
certified check, bank draft, money order, note or such other method as
determined by the Board of Directors, whereupon certificates for the
Shares will be issued and delivered.
(e) Options are not assignable and not transferable otherwise than by will
or the laws of descent and distribution and are exercisable during the
Participant's lifetime only by the Participant or the Participant's
appointed guardian or legal representatives. After the death of the
Participant, his executor, administrator or any person or persons to
whom his Option may be transferred by will or by the laws of descent
and distribution, shall have the right, at any time prior to the
earlier of the date of expiration or one year following the date of
such death, to exercise the Option, in whole or in part (without
regard to any limitations set forth in or imposed pursuant to Section
6 hereof).
(f) In the event the disposition of Shares acquired upon the exercise of
any option is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the "Securities Act"),
and is not otherwise exempt from such registration, the Shares so
acquired shall be restricted against transfer to the extent required
by the Securities Act and regulations thereunder. The Board of
Directors may set forth such terms and conditions relating to the
registration or qualification of the Shares under federal, provincial
or state securities laws as it desires including in its discretion the
imposition of an obligation on LESI to cause the Shares issued to a
Participant to be registered under the Securities Act.
7. REQUIREMENTS OF LAW
LESI shall not be required to sell or issue any Shares under an Option if
the issuance of such Shares would constitute a violation by the Participant or
LESI of any provisions of any law or regulation of any governmental authority.
In addition, in connection with the Securities Act of 1933 (as now in effect or
hereafter amended), upon exercise of any Option, LESI shall not be required to
issue such Shares unless the Board of Directors has received evidence
satisfactory to it to the effect that the holder of such Option will not
transfer such Shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel to LESI has been received by LESI to
the effect that such registration is not required. Any determination in this
connection by the Board of Directors shall be final, binding and conclusive. In
the event the Shares issuable on exercise of an Option are not registered under
the Securities Act of 1933, LESI may imprint the following legend or any other
legend which counsel for LESI considers necessary or advisable to comply with
the Securities Act of 1933:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any State and may not be sold or transferred except upon such registration
or upon receipt by LESI of an opinion of counsel satisfactory
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to LESI, in form and substance satisfactory to LESI, that registration is
not required for such sale or transfer."
LESI may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended); and in the event any Shares are so registered LESI may
remove any legend on certificates representing such Shares. LESI shall not be
obligated to take any other affirmative action in order to cause the exercise of
an Option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority.
8. NO RIGHTS AS SHAREHOLDER
No Participant shall have rights as a shareholder with respect to Shares
covered by his Option until the date of issuance of a stock certificate for such
Shares; and except as otherwise provided in Section 4 hereof, no adjustment for
dividends, or otherwise, shall be made if the record date thereof is prior to
the date of issuance of such certificate.
9. AMENDMENT OR TERMINATION OF PLAN
This Plan (and any Options granted pursuant to the Plan) shall terminate on
April 30, 1998, unless prior to that time the Plan has been approved by the vote
of the holders of a majority of the shares present, in person or by proxy, at a
meeting of the shareholders at which such approval is sought. If such approval
is given the Plan shall terminate on July 8, 2007. The Board of Directors may
modify, revise or terminate this Plan at any time and from time to time;
however, any amendment, modification, revision or termination shall not affect
any outstanding Options, except as provided in Section 4 hereof.
10. EFFECTIVE DATE OF PLAN.
The Plan shall be become effective and shall be deemed to have been adopted
on July 9, 1997.
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EXHIBIT 5.1
December 9, 1997
Laidlaw Environmental Services, Inc.
1301 Gervais Street, Suite 300
Columbia, SC 29201
Re: Registration Statement on Form S-8
Gentlemen:
Laidlaw Environmental Services, Inc. (the "Company") will file with the
Securities and Exchange Commission a registration statement on Form S-8 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended, of a total of 6,540,000 shares of $1.00 par value common stock (the
"Common Stock") which may be issued pursuant to the terms of the Company's 1997
Stock Option Plan and the Company's Directors Stock Option Plan (collectively,
the "Plans").
I am familiar with the preparation of the Registration Statement, the
Plans and the proceedings of the Company in connection with the proposed
issuance of shares of Common Stock under the Plans. I also have made such
further investigation as I have deemed pertinent and necessary as a basis for
this opinion.
Based on the foregoing, I am of the opinion that upon the Registration
Statement becoming effective, the shares of Common Stock to be issued pursuant
to the Plans, when issued and duly executed and delivered against payment in
full in accordance with the terms of the Plans will be duly and validly issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the general rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Henry H. Taylor
--------------------------
Henry H. Taylor
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EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated October 7, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Laidlaw Environmental
Services, Inc. as of August 31, 1997 and 1996 and for each of the three years in
the period ended August 31, 1997, which report is incorporated by reference in
the Annual Report on Form 10-K.
/s/ Coopers & Lybrand, LLP
- ---------------------------------------
Coopers & Lybrand, LLP
Charlotte, North Carolina
December 3, 1997
