As filed with the Securities and Exchange Commission on December __, 1996
Registration Number 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEILER POLLUTION CONTROL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2448906
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
555 Metro Place North, Suite 100
Dublin, Ohio 43017
Telephone (614) 791-3272
(Address of principal executive offices and telephone number)
Seiler Pollution Control Systems, Inc.
1993 Non-Statutory Stock Option Plan
(Full Title of Plan)
Alan B. Sarko Copy to:
Vice President Stuart J. Gordon, Esq.
Seiler Pollution Control Systems, Inc. Laurence S. Lese, Esq.
555 Metro Place North, Suite 100 Metzger, Hollis, Gordon & Alprin
Dublin, Ohio 43017 1275 K Street, N.W.
Telephone (614) 791-3272 Suite 1000
(Name, address and telephone number of agent Washington, DC 20005
for service.) Telephone (202) 842-1600
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of securities to Amount to be Proposed Proposed Amount of
be registered registered maximum maximum registration
offering aggregate fee
price per share offering price1
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares N/A $3,000,000 $909
$.0001 par value
- --------------------------------------------------------------------------------------------------------------------------------
1 Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with the Rule 457(h)(1) on the basis of the average of
the bid and asked price of $3.00 reported on NASDAQ on December 17, 1996
(within 5 business days of the date of filing the registration statement).
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's annual report on Form 10-K for the year ended
March 31, 1996.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The registrant's Form 8-A, dated October 13, 1993, which
registered registrant's common stock under Section 12(g) of
the Securities Exchange Act of 1934.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Names Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article IX of the registrant's Articles of Incorporation provides that the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from
- 2 -
<PAGE>
and against any and all of the expenses, liabilities or other matters referred
to in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any Bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Additionally, Article "Twelfth" of the registrant's certificate of incorporation
(as amended in October 1994) provides that "No Director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability (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) for the payment of unlawful dividends or
unlawful stock repurchases or redemptions under Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which the Director
derived an improper personal benefit."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement;
-3-
<PAGE>
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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 provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) 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.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dublin, State of Ohio, on December 12, 1996.
Seiler Pollution Control Systems, Inc.
By:/s/ Alan B. Sarko
--------------------------------
Alan B. Sarko, Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Werner Heim Chairman of the Board, December 12, 1996
- ----------------------------- Chief Executive Officer and
Werner Heim President
/s/ Alan B. Sarko Vice President, Treasurer, December 12, 1996
- ------------------------------ Secretary, Chief Financial
Alan B. Sarko Officer, Chief Accounting
Officer, and Director
/s/ Niklaus Seiler Director December 12, 1996
- -------------------------------
Niklaus Seiler
</TABLE>
- 5 -
<PAGE>
EXHIBIT INDEX
Page Number in
Sequential
No. Description Numbering System
--- ----------- ----------------
5 Opinion of Metzger, Hollis,
Gordon & Alprin regarding
the legality of the shares of
common stock being
registered (filed herewith)
23.1 Consent of Schneider
Downs & Co., Inc.,
Certified Public Accountants
(filed herewith)
23.2 Consent of Bederson &
Company LLP, Certified
Public Accountants (filed
herewith)
23.3 Consent of Metzger, Hollis,
Gordon & Alprin (contained
in their opinion filed as
Exhibit 5)
- 6 -
EXHIBIT 5
METZGER, HOLLIS, GORDON & ALPRIN
ATTORNEYS AT LAW
1275 K STREET, N.W., SUITE 1000
WASHINGTON, D.C. 20005
TELEPHONE: (202) 842-1600
TELEFAX: (202) 682-2127
December 10, 1996
Seiler Pollution Control Systems, Inc.
555 Metro Place North
Suite 100
Dublin, Ohio 43017
Re: 1993 Non-Statutory Stock Option Plan
Gentlemen:
We are special securities counsel to Seiler Pollution Control Systems, Inc.
("Seiler"), a Delaware corporation, in connection with Seiler's 1993
Non-Statutory Stock Option Plan dated June 13, 1993 (the "Plan"). In such
capacity, we have examined and are familiar with the Articles of Incorporation,
as amended, and by-laws of Seiler. We have also examined the records of
corporate proceedings and have examined and are familiar with such other
documents as we have considered necessary for rendering our opinion hereinafter
set forth.
Based upon the foregoing, we are of the opinion that the shares of Common Stock,
$.0001 par value, of Seiler reserved for issuance under the Plan will, when
issued in accordance with the terms of such Plan, be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 and to the reference to us under the caption
"Legal Matters" in the prospectus portion of the registration statement.
Very truly yours,
Metzger, Hollis, Gordon & Alprin
By: /s/ Laurence S. Lese
-------------------------------------
Laurence S. Lese
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Seiler Pollution Control Systems, Inc. on Form S-8 of our report dated July 9,
1996, relating to the audit of the consolidated financial statements of Seiler
Pollution Control Systems, Inc. for the year ended March 31, 1996, which report
was included in Seiler Pollution Control System, Inc.'s Form 10-K for its fiscal
year ended March 31, 1996.
/s/ Schneider Downs & Co., Inc.
SCHNEIDER DOWNS & CO., INC.
Columbus, Ohio
December 13, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Seiler Pollution Control Systems, Inc. on Form S-8 of our report dated June 28,
1995, except for Notes 1 and 3 to which the date is July 8, 1996, and our audit
of the financial statements of Seiler Pollution Control Systems, Inc. as of the
fiscal years ended March 31, 1994 and 1995, which report was included in Seiler
Pollution Control Systems, Inc.'s Form 10-K for its fiscal year ended March 31,
1996.
/s/ Bederson & Company LLP
BEDERSON & COMPANY LLP
West Orange, New Jersey
December 18, 1996
