UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SystemOne Technologies Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
------------------------------------------------------------------------------
(Title of Class of Securities)
81787Q 10 4
------------------------------------------------------------------------------
(CUSIP Number)
Henry H. Taylor
Vice President, General Counsel and Secretary
Safety-Kleen Corp.
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
(803) 933-4219
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 2000
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8
<PAGE>
CUSIP Number 81787Q 10 4
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Safety-Kleen Systems, Inc. 39-6090019
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Wisconsin
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES -------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power 1,134,615
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON --------------------------------------------------------------
WITH 10 Shared Dispositive Power 1,134,615
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,615 shares
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 19.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 8
<PAGE>
CUSIP Number 81787Q 10 4
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Safety-Kleen Services, Inc. 75-2178928
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES -------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power 1,134,615
OWNED BY EACH -------------------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON -------------------------------------------------------------
WITH 10 Shared Dispositive Power 1,134,615
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,615 shares
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 19.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO, HC
Page 3 of 8
<PAGE>
CUSIP Number 81787Q 10 4
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Safety-Kleen Corp. 51-0228924
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES --------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power 1,134,615
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON --------------------------------------------------------------
WITH 10 Shared Dispositive Power 1,134,615
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,615 shares
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 19.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO, HC
Page 4 of 8
<PAGE>
Item 1. Security and Issuer.
-------------------
The securities to which this statement relates are shares of the common
stock, $.001 par value (the "Common Stock"), of SystemOne Technologies Inc., a
Florida corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 8305 N.W. 27th Street, Suite 107, Miami, Florida 33122.
Item 2. Identity and Background.
-----------------------
This statement is being filed jointly by Safety-Kleen Systems,
Inc. ("Systems"), Safety-Kleen Services, Inc. ("Services") and Safety-Kleen
Corp. ("SK").
Systems, which is a direct wholly owned subsidiary of Services,
is a Wisconsin corporation whose principal business offices are located at 1301
Gervais Street, Suite 300, Columbia, South Carolina 29201. Systems provides
specialized waste management services to customers in the automotive repair,
manufacturing, photo-processing, medical and dry cleaning markets. The largest
service component of Systems is parts cleaner services. The names, business
addresses, principal occupations and citizenships of the executive officers and
directors of Systems are set forth in Exhibit A attached hereto and incorporated
herein by reference.
Services, which is a direct wholly owned subsidiary of SK, is a
Delaware corporation whose principal business offices are located at 1301
Gervais Street, Suite 300, Columbia, South Carolina 29201. Services is a holding
company whose subsidiaries include Systems and other companies through which
Services provides various additional industrial waste management services. The
names, business addresses, principal occupations and citizenships of the
executive officers and directors of Services are set forth in Exhibit B attached
hereto and incorporated herein by reference.
SK is a Delaware corporation whose principal business and offices
are located at 1301 Gervais Street, Suite 300, Columbia, South Carolina 29201.
SK is a publicly traded holding company that through its subsidiaries provides
industrial waste services designed to collect, process, recycle and dispose of
hazardous and industrial waste streams. The names, business addresses, principal
occupations and citizenships of the executive officers and directors of SK are
set forth in Exhibit C attached hereto and incorporated herein by reference.
During the last five years, none of the reporting persons and, to
the knowledge of the reporting persons, none of the persons listed in Exhibits
A, B and C hereto has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On November 13, 2000, Systems and the Issuer entered into a
Marketing and Distribution Agreement, which was later amended and restated as of
December 14, 2000 (as amended and restated, the "Marketing Agreement"). A copy
of the Marketing Agreement is filed as Exhibit E hereto. The Marketing Agreement
appoints Systems as the exclusive distributor of the Issuer's parts
Page 5 of 8
<PAGE>
washer equipment in the United States, Puerto Rico, Canada and Mexico. In
addition, the Marketing Agreement provides for Systems to assume certain
service, maintenance and repair responsibility for parts washers previously sold
by the Issuer. The Marketing Agreement became effective on December 26, 2000.
The Issuer delivered the Warrant (as defined in Item 5) to
Systems on December 26, 2000 as partial consideration for Systems' entering
into, and as a condition precedent to Systems' obligations under, the Marketing
Agreement. The source and the amount of funds to be used by Systems in
exercising the Warrant are not yet known.
Item 4. Purpose of Transaction.
----------------------
The purpose of the acquisition of the Warrant is to provide
Systems with the right to acquire an equity interest in the Issuer and to share
in any increase in value in the Issuer's Common Stock.
Other than as indicated elsewhere in this statement, neither
Systems, Services nor SK has any present plans or proposals which relate to or
would result in any of the following: (i) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Directors or management of
the Issuer including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Issuer's Board of Directors;
(v) any material change in the present capitalization or dividend policy of the
Issuer; (vi) any other material changes in the Issuer's business or corporate
structure; (vii) changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person; (viii)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (x) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
On December 26, 2000, the Issuer delivered to Systems a warrant
(the "Warrant"), exercisable until December 26, 2005, to purchase up to
1,134,615 shares, or approximately 19.3%, of the Common Stock of the Issuer at a
price of $3.50 per share (subject to adjustment in the event of certain
recapitalizations, reorganizations and the like). A copy of the Warrant is filed
herewith as Exhibit F.
As the parent companies of Systems, Services and SK are the
indirect beneficial owners of the same 1,134,615 shares of Common Stock of the
Issuer. Accordingly, Systems, Services and SK have shared voting and dispositive
power over the 1,134,615 shares of Common Stock issuable upon exercise of the
Warrant.
Other than the Warrant, none of the reporting persons and none of
the individuals described in Item 2 beneficially owns any shares of the Issuer's
Common Stock.
Page 6 of 8
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
-----------------------------------
The Warrant contains provisions giving Systems a 10-day right of
first refusal with respect to certain dilutive issuances of shares of the
Issuer's Common Stock or securities convertible or exercisable for shares of the
Issuer's Common Stock. The right of first refusal does not apply to certain
issuances of Common Stock, including issuances (a) that would result in
adjustments to the exercise price of the Warrant, (b) pursuant to employment
agreements, stock option or bonus plans authorized by the Issuer's board of
directors as of the date of the Warrant, (c) in connection with certain business
combinations approved by the Issuer's board of directors, (d) upon exercise,
exchange or conversion of securities existing on the date of the Warrant and (e)
pursuant to anti-dilution provisions of other securities of the Issuer.
The Warrant also gives Systems certain "piggyback" registration
rights with respect to (a) securities issued to Systems pursuant to the Warrant
and (b) securities issued or issuable upon adjustments for stock splits, stock
dividends and the like with respect to securities issued to Systems pursuant to
the Warrant.
Except as described above and elsewhere in this statement, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following exhibits are filed herewith:
A. Directors and Executive Officers of Systems
B. Directors and Executive Officers of Services
C. Directors and Executive Officers of SK
D. Joint Filing Agreement
E. Marketing Agreement
F. Warrant
Page 7 of 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 4, 2001 SAFETY-KLEEN SYSTEMS, INC.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, President
January 4, 2001 SAFETY-KLEEN SERVICES, INC.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, President
January 4, 2001 SAFETY-KLEEN CORP.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, Vice
President, General Counsel
and Secretary
Page 8 of 8
<PAGE>
EXHIBIT A
Directors and Executive Officers of Systems
-------------------------------------------
The name, title, business address and principal occupation of each of the
directors and executive officers of Safety-Kleen Systems, Inc., and the name,
principal business and address of any organization in which such employment is
conducted, are set forth below. Each director and executive officer listed below
is a citizen of the United States.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------------------------------- -----------------------------------------------------------
Name, Title and Business Address Principal Occupation
---------------------------------------------------------------- -----------------------------------------------------------
Henry H. Taylor; President and Director Vice President, General Counsel, and Secretary
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Larry W. Singleton; Chief Financial Officer and Treasurer Senior Vice President, Finance and Chief Financial Officer
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
David E. Thomas, Jr.; Senior Vice President Chief Executive Officer and Chairman of the Board
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Robert Arquilla; Vice President Senior Vice President Administration
1301 Gervais Street, Suite 300 Safety-Kleen Services, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Roy Dean Bullinger; Senior Vice President President Branch Sales and Service
1301 Gervais Street, Suite 300 Division
Columbia, South Carolina 29201 Safety-Kleen Corp.
---------------------------------------------------------------- -----------------------------------------------------------
Paul Anthony Jefferson; Vice President Senior Vice President Sales Support
1301 Gervais Street, Suite 300 Safety-Kleen Systems, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Timothy Patrick Keegan; Vice President Senior Vice President Oil, PPM, &
1301 Gervais Street, Suite 300 Remedial and Consulting
Columbia, South Carolina 29201 Safety-Kleen Systems, Inc.
</TABLE>
<PAGE>
EXHIBIT B
Directors and Executive Officers of Services
--------------------------------------------
The name, title, business address and principal occupation of each of the
directors and executive officers of Safety-Kleen Services, Inc., and the name,
principal business and address of any organization in which such employment is
conducted, are set forth below. Each director and executive officer listed below
is a citizen of the United States.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------------------------------- -----------------------------------------------------------
Name, Title and Business Address Principal Occupation
---------------------------------------------------------------- -----------------------------------------------------------
Henry H. Taylor; President* Vice President, General Counsel, and Secretary
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Larry W. Singleton; Chief Financial Officer and Treasurer Senior Vice President, Finance and Chief Financial Officer
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Robert Arquilla; Vice President Senior Vice President Administration
1301 Gervais Street, Suite 300 Safety-Kleen Services, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Roy Dean Bullinger; Senior Vice President President Branch Sales and Service
1301 Gervais Street, Suite 300 Division
Columbia, South Carolina 29201 Safety-Kleen Corp.
---------------------------------------------------------------- -----------------------------------------------------------
Jerry Elmer Correll; Vice President Senior Vice President Sales
1301 Gervais Street, Suite 300 LEMC, Inc. (subsidiary of Safety-Kleen Services, Inc.)
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Michael Allen Faucett; Senior Vice-President Senior Vice President Treatment Disposal
1301 Gervais Street, Suite 300 LEMC, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
David M. Sprinkle; Senior Vice President President Chemical Services Division
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Barry Kirk Fogle; Senior Vice-President Senior Vice President Services Centers
1301 Gervais Street, Suite 300 LEMC, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Danny Lee Stubbs; Vice President Vice President Corporate Accounts
1301 Gervais Street, Suite 300 LEMC, Inc.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Timothy Patrick Keegan; Vice President Senior Vice President Oil, PPM, &
1301 Gervais Street, Suite 300 Remedial and Consulting
Columbia, South Carolina 29201 Safety-Kleen Systems, Inc.
---------------------------------------------------------------- -----------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT C
Directors and Executive Officers of SK
--------------------------------------
The name, title, business address and principal occupation of each of the
directors and executive officers of Safety-Kleen Corp., and the name, principal
business and address of any organization in which such employment is conducted,
are set forth below. Each director and executive officer listed below is a
citizen of the United States except Mr. Luba, who is a citizen of Canada.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------------------------------- -----------------------------------------------------------
Name, Title and Business Address Principal Occupation
---------------------------------------------------------------- -----------------------------------------------------------
David E. Thomas, Jr.; Director, Chief Executive Officer and Chief Executive Officer and Chairman of the Board
Chairman of the Board Safety-Kleen Corp.
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Grover C. Wrenn; Director, President and Chief Operating President and Chief Operating Officer
Officer Safety-Kleen Corp.
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Larry W. Singleton; Senior Vice President, Finance and Chief Senior Vice President, Finance and Chief Financial Officer
Financial Officer Safety-Kleen Corp.
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Henry H. Taylor; Vice President, General Counsel, Vice President, General Counsel, and
and Secretary Secretary
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
David M. Sprinkle; President Chemical Services Division President Chemical Services Division
1301 Gervais Street, Suite 300 Safety-Kleen Corp.
Columbia, South Carolina 29201
---------------------------------------------------------------- -----------------------------------------------------------
Roy Dean Bullinger; Senior Vice President President Branch Sales and Service
1301 Gervais Street, Suite 300 Division
Columbia, South Carolina 29201 Safety-Kleen Corp.
---------------------------------------------------------------- -----------------------------------------------------------
John W. Rollins, Jr.; Director President and Chief Executive Officer
220 Concord Pike Rollins Truck Leasing Corp. (truck leasing company)
One Rollins Plaza
Wilmington, Delaware 19803
---------------------------------------------------------------- -----------------------------------------------------------
Henry B. Tippie; Director Chairman of the Board, President and Chief Executive
3420 Executive Center Drive N.W. Officer
Suite 163 Tippie Services, Inc. (management services company)
Austin, Texas 78731
---------------------------------------------------------------- -----------------------------------------------------------
James L. Wareham; Director President
703 Curtis Street AK Steel Corporation (steel manufacturing company)
Middleton, Ohio 45043
---------------------------------------------------------------- -----------------------------------------------------------
Robert W. Luba; Director President
121 King Street West, #2525 Luba Financial, Inc. (investment banking company)
Toronto, Ontario M5H 3T9
Canada
---------------------------------------------------------------- -----------------------------------------------------------
Kenneth K. Chalmers; Director Business Consultant
Sears Tower, Suite 9650
233 South Wacker Drive
Chicago, IL 60606
---------------------------------------------------------------- -----------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT D
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree that this filing
is made on behalf of each of them and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filing. Each party to this
Joint Filing Agreement expressly authorizes each other party to file on its
behalf any and all amendments to such Statement. In evidence thereof the
undersigned, being duly authorized, hereby execute this Joint Filing Agreement
dated January 4, 2001.
January 4, 2001 SAFETY-KLEEN SYSTEMS, INC.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, President
January 4, 2001 SAFETY-KLEEN SERVICES, INC.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, President
January 4, 2001 SAFETY-KLEEN CORP.
--------------------------
(Date)
By: /s/ Henry H. Taylor
-----------------------------
Henry H. Taylor, Vice
President, General Counsel and
Secretary
<PAGE>
EXHIBIT E
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT
OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
NOVEMBER 13, 2000
SYSTEMONE TECHNOLOGIES INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA)
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
NO. WRT-B1
FOR VALUE RECEIVED, SYSTEMONE TECHNOLOGIES INC., a Florida corporation
(the "Company"), hereby certifies that SAFETY-KLEEN SYSTEMS, INC. or assigns
("S-K" or the "Holder") is entitled, subject to the provisions of this Warrant,
to purchase from the Company, up to 1,134,615 fully paid and non-assessable
shares of Common Stock at a price of $3.50 per share (the "Exercise Price").
The term "Common Stock" means the Common Stock, par value $.001 per
share, of the Company as constituted on the date of issuance of this Warrant.
The number of shares of Common Stock to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter referred to as "Warrant Stock." The term "Other
Securities" means any other equity or debt securities that may be issued by the
Company in addition thereto or in substitution for the Warrant Stock in
accordance with the terms hereof. The term "Company" means and includes the
corporation named above as well as (i) any immediate or more remote successor
corporation resulting from the merger or consolidation of such corporation (or
any immediate or more remote successor corporation of such corporation) with
another corporation, or (ii) any corporation to which such corporation (or any
immediate or more remote successor corporation of such corporation) has
transferred its property or assets as an entirety or substantially as an
entirety.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
<PAGE>
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.
1. EXERCISE OF WARRANT.
1.1 CASH EXERCISE. Subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), this Warrant may be exercised, in whole or in part, at any time, or from
time to time during the period commencing on the date hereof and expiring (the
"Expiration Date") 5:00 p.m. Eastern Time on the fifth anniversary of the
Effective Date (as defined in the Marketing and Distribution Agreement, dated as
of the date hereof between the Company and Safety-Kleen Systems, Inc.), by
presentation and surrender of this Warrant to the Company at its principal
office, or at the office of its stock transfer agent, if any, with the Warrant
Exercise Form attached hereto duly executed and accompanied by payment (either
in cash or by certified or official bank check, payable to the order of the
Company) of the Exercise Price for the number of shares specified in such form
and instruments of transfer, if appropriate, duly executed by the Holder or his,
her or its duly authorized attorney. If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the shares purchasable hereunder. Upon receipt by the
Company of this Warrant, together with the Exercise Price, at its office, or by
the stock transfer agent of the Company at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder. The Company shall cause the certificate evidencing the shares of
Common Stock issuable upon such exercise to be delivered to the Holder or its
order within 7 days after such exercise is effective. The Company shall pay any
and all documentary stamp or similar issue or transfer taxes payable in respect
of the issue or delivery of shares of Common Stock on exercise of this Warrant
other than taxes arising out of the fact that the shares issuable hereunder are
to be delivered to a person other than the Holder.
1.2 CASHLESS EXERCISE. Subject to the requirements of the HSR
Act, this Warrant may be exchanged, in whole or in part (a "Warrant Exchange"),
at any time, or from time to time, during the period commencing on the date
hereof and ending on the Expiration Date, into the number of shares of Common
Stock determined in accordance with this Section 1.2, by presentation and
surrender of this Warrant to the Company at its principal office, or at the
office of its stock transfer agent, if any, accompanied by a notice in the form
attached hereto (a "Notice of Exchange") stating that this Warrant is being
exchanged and the number of shares of Common Stock to be exchanged. In
connection with any Warrant Exchange, this Warrant shall represent the right to
subscribe for and acquire the number of shares of Common Stock (rounded to the
nearest whole number) equal to (i) the number of shares specified by the Holder
in its Notice of Exchange (the "Total Number") less the number of shares equal
to the quotient obtained by dividing (A) the product of the Total Number and the
then applicable Exercise Price
<PAGE>
by (B) the then fair market value (determined in accordance with Section 3
below) per share of Common Stock. If this Warrant should be exchanged in part
only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the shares purchasable hereunder. Upon receipt by the
Company of this Warrant, together with a duly executed Notice of Exchange, at
its office, or by the stock transfer agent of the Company at its office, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exchange, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be actually delivered to the Holder. The Company
shall cause the certificate evidencing the shares of Common Stock issuable upon
such exchange to be delivered to the Holder or its order within 7 days after
such exchange is effective. The Company shall pay any and all documentary stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Common Stock on exchange of this Warrant other than taxes arising
out of the fact that the shares issuable hereunder are to be delivered to a
person other than the Holder.
1.3 The Company shall make all pre-merger notification filings
as may be reasonably requested by the Holder in connection with any required
compliance with the HSR Act.
2. RESERVATION OF SHARES. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and Other Securities) from time
to time receivable upon exercise of this Warrant. All such shares (and Other
Securities) shall be duly authorized and, when issued upon such exercise, shall
be validly issued, fully paid and non-assessable and free of all preemptive
rights.
3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share of Common Stock in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant. For purposes of this Warrant, the
fair market value of a share of Common Stock shall be determined as follows:
(a) If the Common Stock is listed on a National
Securities Exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the NASDAQ system, the current market value shall be
the last reported sale price of the Common Stock on such exchange or system on
the last business day prior to the date of exercise of this Warrant or if no
such sale is made on such day, the average of the closing bid and asked prices
for such day on such exchange or system; or
(b) If the Common Stock is not so listed or
admitted to unlisted trading privileges, the current market value shall be the
mean of the last reported bid and asked prices reported by the National
Quotation Bureau, Inc. on the last business day prior to the date of the
exercise of this Warrant; or
(c) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount, not less than book value
thereof as at the end of the most recent fiscal year of the Company ending
<PAGE>
prior to the date of the exercise of the Warrant, determined by the Board of
Directors of the Company in good faith.
4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, subject to the provisions of Section 7 hereof, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants that carry
the same rights upon presentation hereof at the office of the Company or at the
office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof.
5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. ANTI-DILUTION PROVISIONS.
6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at
any time subdivide its outstanding shares of Common Stock (or Other Securities
at the time receivable upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its shareholders, the number of
shares of Common Stock subject to this Warrant immediately prior to such
subdivision shall be proportionately increased and the Exercise Price shall be
proportionately decreased, and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification or
combination thereof, the number of shares of Common Stock or Other Securities
subject to this Warrant immediately prior to such combination shall be
proportionately decreased and the Exercise Price shall be proportionately
increased. Any such adjustments pursuant to this Section 6.1 shall be effective
at the close of business on the effective date of such subdivision or
combination or if any adjustment is the result of a stock dividend or
distribution then the effective date for such adjustment based thereon shall be
the record date therefor.
6.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case of any reorganization of the Company (or any other entity, the
securities of which are at the time receivable on the exercise of this Warrant)
after the date hereof or in case after such date the Company (or any such other
entity) shall consolidate with or merge into another entity or convey all or
substantially all of its assets to another entity, then, and in each such case,
the Holder of this Warrant upon the exercise thereof as provided in Section 1 at
any time after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the
<PAGE>
securities and property receivable upon the exercise of this Warrant prior to
such consummation, the securities or property to which such Holder would have
been entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property receivable upon the exercise of this
Warrant after such consummation.
6.3 CERTIFICATE AS TO ADJUSTMENTS. In each case of an
adjustment in the number of shares of Warrant Stock or Other Securities
receivable on the exercise of this Warrant, or the Exercise Price, the Company
at its expense will promptly compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate executed by an executive officer
of the Company setting forth such adjustment and showing in detail the facts
upon which such adjustment is based. The Company will forthwith mail a copy of
each such certificate to the Holder.
6.4 NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall take a record of the
holders of its Common Stock (or Other Securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend (other than a cash dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities, or to receive any other right; or
(b) of any capital reorganization of the Company,
any reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another entity, or any conveyance of all or
substantially all of the assets of the Company to another entity; or
(c) of any voluntary or involuntary dissolution,
liquidation, partial liquidation or winding up of the Company,
then, and in each such case, the Company shall mail or cause to be mailed to
each Holder of the Warrant at the time outstanding a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any,
to be fixed, as to which the holders of record of Common Stock (or such Other
Securities at the time receivable upon the exercise of the Warrant) shall be
entitled to exchange their shares of Common Stock (or such Other Securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding up. Such notice shall be mailed at least 20 days prior to the date
therein specified.
6.5 RIGHT OF FIRST REFUSAL. Subject to the terms and
conditions specified in this Section, the Company hereby grants to S-K a right
of first refusal with respect to future sales by the Company of shares of its
Common Stock or securities convertible into or exercisable for
<PAGE>
shares of Common Stock other than Excluded Shares (as defined below) ("Shares")
in accordance with the following provisions:
(a) Each time the Company proposes to offer
for sale any Shares (i) to Environmental Opportunities Fund, LP, Environmental
Opportunities Fund II, LP, Environmental Opportunities Fund II (Institutional),
LP, Environmental Opportunities Fund (Cayman), LP, Hanseatic Americas, LDC,
Hanseatic Americas, LDC, or any entity that is an affiliate (as defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act")) of
any thereof at a price per share of Common Stock of less than $3.50 and (ii) to
any other person at a price per share of Common Stock less than the Market Price
(as defined below) determined as of the date that is three days prior to the
date of the notice described below, unless such sale is pursuant to a
registration statement filed by the Company under the Act in connection with a
firm commitment underwritten offering of its securities to the general public,
the Company shall deliver a notice (the "Section 6.5 Notice") to S-K stating (i)
its BONA FIDE intention to offer such Shares, (ii) the number of such Shares to
be offered and (iii) the price and terms upon which it proposes to offer such
Shares. Within ten (10) business days after receipt of the Section 6.5 Notice,
S-K may elect to purchase or obtain, at the price and on the terms specified in
the Section 6.5 Notice, that number of shares of Common Stock of the Company
equal to the product obtained by multiplying (i) the aggregate number of Shares
covered by the Section 6.5 Notice by (ii) a fraction, the numerator of which is
the number of shares of Common Stock of the Company at the time owned by S-K
(assuming exercise in full of this Warrant) and the denominator of which is the
aggregate number of outstanding shares of Common Stock of the Company (assuming
conversion or exercise of all then convertible securities, options, warrants and
other rights to purchase Common stock into or for Common Stock) it being
understood that S-K may condition its obligation to purchase Shares pursuant to
an election as contemplated above upon the receipt of approval of such purchase
by the Bankruptcy Court (as defined in the Marketing and Distribution Agreement,
dated as of the date hereof between the Company and S-K) or upon S-K's receipt
of a discharge in Bankruptcy Case No. 00-2362; provided, however, that if such
approval or discharge does not occur on or prior to February 1, 2002 then S-K's
election to purchase Shares shall be void.
(b) If all Shares which S-K is entitled to obtain
pursuant to Subsection 6.5(a) are not elected to be obtained as provided
therein, the Company may, during the 90-day period following the expiration of
the 10-day period provided in Subsection 6.5(a) hereof, sell or transfer the
remaining unsubscribed portion of such Shares to any person or persons at a
price not less than, and upon terms no more favorable to the offeree than, those
specified in the Section 6.5 Notice. If the Company does not enter into an
agreement for the sale of the Shares within such period, or if such sale or
transfer is not consummated within ten (10) business days of the execution
thereof, S-K's rights under Subsection 6.5(a) with respect to such Shares shall
be deemed to be revived and such Shares shall not be offered unless first
reoffered to S-K in accordance herewith.
(c) For purposes hereof, the term "Excluded
Shares" shall mean (1) any shares of Common Stock issued in a transaction
described in Sections 6.1 or 6.2 of this Warrant; (2) issuances of shares of
Common Stock from time to time pursuant to employment
<PAGE>
agreements, stock option or bonus plans authorized by the Board of Directors of
the Corporation as of the date hereof, (3) issuances of Common Stock, or options
to acquire shares of Common Stock, or securities convertible into or
exchangeable for Common Stock pursuant to the terms of any acquisition by the
Company of all or substantially all of the operating assets, or more than fifty
percent (50%) of the voting capital stock or other controlling interest of any
business entity in a transaction negotiated on an arms-length basis and
expressly approved in advance by the Board of Directors of the Company; (4)
issuances of shares of Common Stock from time to time upon the exercise,
exchange or conversion of warrants, options, convertible securities, the
Company's outstanding 8 1/4% Subordinated Convertible Notes Due 2003 or other
securities outstanding as of the date hereof and pursuant to the written terms
of such securities as they exist as of the date hereof, and (5) issuances of
shares of Common Stock from time to time pursuant to the anti-dilution
provisions of other securities of the Company, including, without limitation,
shares of the Company's outstanding Series B, Series C and Series D Convertible
Preferred Stock.
(d) For purposes hereof, "Market Price" means 85%
of the average fair market value (i) as set forth in paragraphs (a) or (b), as
applicable, of Section 3 hereof for the 10 trading days ending on the
determination date or, (ii) in the event that neither of such paragraph (a) or
(b) is applicable, as determined in accordance with paragraph (c) of Section 3
hereof.
(e) For purposes hereof, the "price per share
of Common Stock" involving the issuance of Common Stock pursuant to options,
warrants, convertible securities and other rights to purchase Common Stock
("Options") shall be determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the granting or sale
of such Options, plus the aggregate amount of additional consideration payable
to the Company upon exercise or conversion of such Options, if any, by (ii) the
total number of shares of Common Stock issuable upon the exercise or conversion
of such Options.
7. TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding any
other provision contained herein, this Warrant and any Warrant Stock or Other
Securities may not be sold, transferred, pledged, hypothecated or otherwise
disposed of except as follows: (a) to a person who, in the opinion of counsel to
the Company, is a person to whom this Warrant or the Warrant Stock or Other
Securities may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act with respect thereto;
or (b) to any person upon delivery of a prospectus then meeting the requirements
of the Securities Act relating to such securities and the offering thereof for
such sale or disposition, and thereafter to all successive assignees.
8. REGISTRATION RIGHTS.
8.1 CERTAIN DEFINITIONS. For purposes of this Section 8,
--------------------
the following terms are defined as follows:
(a) The term "Act" means the Securities Act of
1933, as amended.
(b) The term "register," "registered," and
tration" refer to a registration effected by preparing and filing a registration
statement or similar document in
<PAGE>
compliance with the Act, and the declaration or ordering of effectiveness of
such registration statement or document.
(c) The term "Registrable Securities" means (i)
Warrant Stock and Other Securities issued to the Holder pursuant to this Warrant
and (ii) the Company's Common Stock or Other Securities issued or issuable upon
an adjustment for stock splits, stock dividends and the like with respect to the
Warrant Stock and Other Securities described in clause (i).
(d) The term "SEC" means the Securities and
Exchange Commission.
8.2. COMPANY REGISTRATION. If after the date hereof the
Company proposes to register (including for this purpose a registration effected
by the Company for shareholders other than the Holder) any of its stock or other
equity securities under the Act (other than a registration on Form S-8 or S-4 or
any successor form), then the Company shall, at such time, promptly give the
Holder written notice of such registration. Upon the written request of the
Holder given within twenty (20) days after mailing of such notice by the
Company, the Company shall, subject to the provisions of Section 8.5, cause to
be registered under the Act all of the Registrable Securities that the Holder
has requested to be registered.
8.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 8 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement.
(b) Furnish to the Holder such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as the Holder may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by it.
(c) Use its reasonable best efforts to register
and qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holder; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions
unless the Company is already subject to service in such jurisdiction and except
as may be required by the Act.
(d) Enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing
underwriter(s) of such offering. If the Holder is participating in such
underwriting it shall also enter into and perform its obligations under such an
agreement.
<PAGE>
(e) Notify the Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and at the request of the Holder, prepare and furnish to the Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchaser of such shares, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in light of the circumstances
then existing.
(f) Cause all such Registrable Securities regis-
tered pursuant hereto to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
(g) Provide a transfer agent and registrar for
all Registrable Securities registered pursuant hereto and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration statement.
8.4 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 8
with respect to the Registrable Securities of the Holder that the Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of the Holder's Registrable
Securities.
8.5 UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required to include any of the Holder's securities in such
underwriting unless the Holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it (or by other
persons entitled to select the underwriters). If the total amount of securities,
including Registrable Securities, requested by shareholders to be included in
such offering pursuant to this Section 8 exceeds the amount of securities that
the underwriters determine in their sole discretion will not jeopardize the
success of such offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities,
which the underwriters determine in their sole discretion, will not jeopardize
the success of the offering (the securities so included to be apportioned pro
rata among the selling shareholders according to the total amount of securities
entitled to be included therein owned by each selling shareholder or in such
other proportions if mutually agreed to by such selling shareholders) but in no
event shall any shares being sold by a shareholder exercising a demand
registration right be excluded from such offering. For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder which is a
holder of Registrable Securities, the partners, retired partners and
shareholders of such Holder, or the estates and family members of any such
Holder or of such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single "selling
shareholder," and any pro-rata reduction with respect to such
<PAGE>
"selling shareholder" shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in
such "selling shareholder," as defined in this sentence.
8.6 DELAY OF REGISTRATION. The Holder shall not have any right
to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 8.
8.7 INDEMNIFICATION. In the event any Registrable
Securities are included in a registration statement under this Section 8:
(a) To the extent permitted by law, the Company
will indemnify and hold harmless the Holder, any underwriter (as defined in the
Act) for such Holder and each person, if any, who controls such Holder or such
Holder's securities or such underwriter within the meaning of the Act or the
1934 Act, and each officer, director, agent, employee and partner of the
foregoing against any losses, claims, damages or liabilities (joint or several)
to which they may become subject insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto or any other document prepared by the Company incident to
such registration, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the Act, or the 1934 Act or any state securities
law; and the Company will pay to each such indemnified person any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the indemnity agreement contained in this Subsection 8.7(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing expressly
for use in connection with such registration by such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, the Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter and any
controlling person of any such underwriter, against any losses, claims, damages
or liabilities (joint or several) to which any of the foregoing persons may
become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with information furnished in writing
<PAGE>
by such Holder expressly for use in connection with such registration, and each
such Holder will pay to each such indemnified party any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
indemnity agreement contained in this Subsection 8.7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified
party under this Section 8.7 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
8.7, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, HOWEVER, that an indemnified
party (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of receipt of notice of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 8.7, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 8.7. No indemnifying party,
in the defense of any claim or litigation, shall, except with the consent of
each indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. Each indemnified party shall
furnish such information regarding itself or the claim in question as an
indemnifying party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.
(d) If the indemnification provided for in this
Section 8.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
<PAGE>
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) The obligations of the Company and Holder
under this Section 8.7 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section 8.
(f) Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with an underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.
8.8 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 8 may be
assigned (but only with all related obligations) by the Holder to a transferee
or assignee of such securities who, after such assignment or transfer, holds at
least One Hundred Thousand (100,000) shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations and
other recapitalizations), PROVIDED: (a) the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Section 8 of this Agreement; and (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Act. For purposes of
satisfying the aforementioned 100,000 share threshold, shares of Registrable
Securities held by "affiliates" (as such term is defined in Rule 12b-2 under the
1934 Act) shall be aggregated.
8.9 "MARKET STAND-OFF" AGREEMENT. The Holder hereby agrees
that, during the period of duration specified by the Company and an underwriter
of Common Stock or other securities of the Company, following the date of the
first sale to the public pursuant to a registration statement of the Company
filed under the Act, it shall not, to the extent requested by the Company and
such underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of the Company held by it at any time during such period
except Common Stock included in such registration; PROVIDED, HOWEVER, that such
market stand-off time period shall not exceed one hundred eighty (180) days. In
order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of the Holder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.
<PAGE>
8.10 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be
entitled to exercise any right provided for in this Section 8 if all shares of
Registrable Securities held or entitled to be held upon exercise by the Holder
may immediately be sold under Rule 144 during any 90-day period.
8.11 EXPENSES OF REGISTRATION. All Registration Expenses
incurred in connection with any registration, qualification or compliance with
registration pursuant to this Section 8 shall be borne by the Company, and all
Selling Expenses of any Holder shall be borne by such Holder.
The term "Registration Expenses" shall mean all
expenses to be incurred by the Company in connection with the registration
rights under this Section 8, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company and its independent certified public accountants, blue sky fees and
expenses, and the expense of any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company.
The term "Selling Expenses" shall mean all under-
writing discounts and selling commissions applicable to the sale of Registrable
Securities and all fees and expenses of the Holders, and each of them, not
included within "Registration Expenses."
9. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of the Warrants
and the issuance of any of the shares of Warrant Stock or Other Securities, all
certificates representing such securities shall bear on the face thereof
substantially the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, offered for sale, assigned, transferred or
otherwise disposed of, unless registered pursuant to the
provisions of that Act or unless an opinion of counsel is
obtained stating that such disposition is in compliance with
an available exemption from such registration.
10. NOTICES. All notices, requests, approvals and other communications
required or permitted under this warrant shall be in writing and shall be given
by: (i) facsimile transmission (to be confirmed by the means set forth in the
following clause (ii)); or (ii) nationally recognized overnight courier (with
confirmation of delivery) to the Holder or the Company as appropriate to the
following addressees or to such other addresses as the Company or the Holder may
hereafter designate to such effect by notice to the other:
<PAGE>
SYSTEMONE: SystemOne Technologies Inc.
---------
8305 N.W. 27th Street, Suite 107,
Miami, Florida 33122
Attn: Paul I. Mansur, Chief Executive Officer
Fax No.: (305) 593-8018
HOLDER: Safety-Kleen Corp.
------
1301 Gervais Street
Columbia, South Carolina 29201
Attn: David E. Thomas, Jr., Chief Executive Officer
Fax No.: (803) 933-4292
Copy to: General Counsel
Fax No.: (803) 933-4303
Such notices and communications shall be effective: (i) if given by facsimile
transmission, when sent addressed as set forth above and transmission is
confirmed; or (ii) if by overnight courier, two business days after deposit
therewith.
11. APPLICABLE LAW. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Florida, without giving effect to the choice of law rules thereof.
IN WITNESS HEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
SYSTEMONE TECHNOLOGIES INC.
By: /S/ PAUL I. MANSUR
------------------------
Name: Paul I. Mansur
Title: Chief Executive Officer
<PAGE>
WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ____________ shares of Common Stock of SystemOne
Technologies Inc., a Florida corporation, and hereby makes payment of
$____________ in payment therefor.
----------------------------------
Signature
----------------------------------
Signature, if jointly held
----------------------------------
Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
----------------------------------
(if other than to the registered holder of the within Warrant)
Name
------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
Social Security or
Taxpayer Identification Number
-------------------------------------------------
<PAGE>
WARRANT EXCHANGE FORM
The undersigned hereby irrevocably elects to exchange the within Warrant to the
extent of surrendering ________ shares of Common Stock of SystemOne Technologies
Inc., a Florida corporation, in exchange for the number of such shares of Common
Stock determined in accordance with Section 1.2 of such Warrant.
----------------------------------
Signature
----------------------------------
Signature, if jointly held
----------------------------------
Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
----------------------------------
(if other than to the registered holder of the within Warrant)
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
Social Security or
Taxpayer Identification Number
------------------------------------------------
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED,
------------------------------------------------------------
hereby sells, assigns and transfers unto
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
the right to purchase Common Stock of SystemOne Technologies Inc., a Florida
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
___________________________________________ Attorney, to transfer the same on
the books of the Company with full power of substitution in the premises.
DATED: ____________, 200_.
----------------------------------
Signature
----------------------------------
Signature, if jointly held
MIAMI/BARKUSD/1196738/pn#q01!.DOC/1/04/01/19218.010200
