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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)
1982 Incentive Stock Option Plan
1993 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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<CAPTION>
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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 1,153,655 shares(2) $5.14(3) $5,930,725 $1,797.19
</TABLE>
(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 347,445 shares reserved for issuance under previously
awarded option grants at prices ranging from $7.50 to $12.25 per share
under the 1982 Incentive Stock Option Plan and 806,210 shares reserved
for issuance under previously awarded option grants at prices ranging
from $2.25 to $5.75 per share under the 1993 Stock Option Plan.
(3) Represents the average per-share exercise price of options previously
awarded under the 1982 Incentive Stock Option Plan and the 1993 Stock
Option Plan.
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PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information*
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* 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 September 30, 1996;
(b) The registrant's quarterly reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997 and May 31, 1997.
(c) The registrant's current reports on Form 8-K dated January
6, 1997, February 7, 1997, May 30, 1997, June 11, 1997 and July 29,
1997.
(d) The description of the registrant's common stock, par
value $1.00 per share, contained in the registrant's 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, 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.
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 he 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 him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful.
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
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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 him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he 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 director,
officer, employee or agent 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, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him 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 him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
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
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.
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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.
(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
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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 July 9, 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
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/s/Kenneth W. Winger Director, President July 9, 1997
- ---------------------------- and Chief Executive
Kenneth W. Winger Officer
(principal executive
officer)
/s/Paul R. Humphreys Chief Financial Officer July 9, 1997
- ---------------------------- (principal financial
Paul R. Humphreys officer and principal
accounting officer)
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/s/James R. Bullock Director, Chairman of July 9, 1997
- ---------------------------- the Board
James R. Bullock
/s/John R. Grainger Director July 9, 1997
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John R. Grainger
/s/Leslie W. Haworth Director July 9, 1997
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Leslie W. Haworth
/s/John W. Rollins, Sr. Director July 9, 1997
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John W. Rollins, Sr.
/s/John W. Rollins, Jr. Director July 9, 1997
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John W. Rollins, Jr.
/s/David E. Thomas, Jr. Director July 9, 1997
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David E. Thomas, Jr.
/s/Henry B. Tippie Director July 9, 1997
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Henry B. Tippie
/s/James L. Wareham Director July 9, 1997
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James L. Wareham
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EXHIBIT INDEX
Exhibit
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4.1 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.
4.2 Amended and Restated Bylaws of the registrant, 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 Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan,
as filed with Amendment No. 1 to the registrant's Registration
Statement No. 2-84139 on Form S-1 dated June 24, 1983, is incorporated
herein by reference.
4.5 Rollins Environmental Services, Inc. 1993 Stock Option Plan, as filed
with the registrant's Proxy Statement for the Annual Meeting of the
Shareholders held on January 28, 1994, is incorporated herein by
reference.
5.1 Opinion of Henry H. Taylor, Esq. regarding legality
23.1 Consent of KPMG Peat Marwick 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 5.1
July 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, a total of 1,153,655 shares of $1.00 par value common stock (the
"Common Stock") which may be issued pursuant to the terms of the Company's 1982
Incentive Stock Option Plan and the Company's 1993 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 stock under the Plans. I have also 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, as it may be amended, becoming effective, the 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
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Henry H. Taylor
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EXHIBIT 23.1
Consent of Independent Accountants
The Board of Directors
Laidlaw Environmental Services, Inc.:
We consent to the use of our report dated November 8, 1996, except for the last
paragraph under the footnote, "Indebtedness", which is as of November 27, 1996,
incorporated by reference in this Registration Statement on Form S-8 of Laidlaw
Environmental Services, Inc. relating to the consolidated financial statements
of Rollins Environmental Services, Inc. as of September 30, 1996 and 1995, and
for each of the years in the three-year period ended September 30, 1996, which
report appears in the September 30, 1996 annual report on Form 10-K of Rollins
Environmental Services, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Wilmington, Delaware
August 4, 1997
