<PAGE>
As filed with the Securities and Exchange Commission on January __, 1998
Registration Number 333-______________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Seiler Pollution Control Systems, Inc.
________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware
________________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
22-2448906
________________________________________________________________________________
(I.R.S. Employer Identification Number)
555 Metro Place North, Suite 100
Dublin, Ohio 43017
614/791-3272
________________________________________________________________________________
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Copies to:
Alan B. Sarko Stuart J. Gordon, Esq.
Vice President Laurence S. Lese, Esq.
Seiler Pollution Control Systems, Inc. Duane, Morris & Heckscher LLP
555 Metro Place North, Suite 100 1667 K Street, N.W., Suite 700
Dublin, Ohio 43017 Washington, D.C. 20006-1608
614/791-3272 202/776-7800
________________________________________
(Name, Address, Including Zip Code, and
Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: as soon
-------
as practicable after effectiveness of the registration statement.
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<PAGE>
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount Of
Title Of Shares To Be Amount To Be Aggregate Price Aggregate Registration
Registered Registered Per Unit(1) Offering Price Fee(1)
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<S> <C> <C> <C> <C>
common stock, par value 3,000,000 Shares $1 15/16 $5,812,500 $1,715
$.0001
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</TABLE>
(1) Pursuant to Rule 457(c), the registration fee has been determined on the
basis of the average of the high and low prices of shares of Seiler common
stock as reported on the Nasdaq SmallCap Market on January 12, 1998, a date
within five business days prior to the date of filing the registration
statement.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
_______________ Shares
Common Stock (par value $.0001 per share)
Seiler Pollution Control Systems, Inc.
This Prospectus covers the offering for resale of ______________ shares
(the "Shares") of common stock, par value $.0001 per share (the "Common Stock"),
of Seiler Pollution Control Systems, Inc., a Delaware corporation ("Seiler" or
the "Company"), which may be offered from time to time by the Selling
Stockholders named herein under "Selling Stockholders." Seiler will receive no
part of the proceeds of sales made hereunder. None of the Shares have been
registered prior to the filing of the Registration Statement of which this
Prospectus is part.
The Common Stock is quoted on the Nasdaq SmallCap Market ("Nasdaq") under
the symbol "SEPC." On January __, 1998, the last reported sale price of the
Common Stock on Nasdaq was $________ per share.
The Shares offered hereby involve a high degree of risk. See "Risk
Factors" commencing on page 5.
The Shares may be offered by the Selling Stockholders, or by any of them,
for sale from time to time through broker-dealers on the Nasdaq, or otherwise,
at prices then obtainable. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Commissions received by any such broker may be deemed to be
underwriting commissions under the Securities Act. See "Plan of Distribution."
______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
______________________________
<PAGE>
<TABLE>
<CAPTION>
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Initial Public Underwriting Proceeds to
Offering Price Commissions(1) Selling Stockholders(1)
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.. $ $-0- $
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Total...... $ $-0- $
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</TABLE>
(1) The Selling Stockholders, or any of them, will sell the Shares from time to
time at the market through broker-dealers on the Nasdaq, or through
privately-negotiated transactions, at prices then obtainable. Each Selling
Stockholder will pay all transaction costs associated with effecting any
respective sales that occur.
______________________________
The date of this Prospectus is _______________, 1998.
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<PAGE>
AVAILABLE INFORMATION
Seiler is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of all or
part of such materials may also be obtained at prescribed rates from the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such materials can
also be obtained from the Commission's Web site at http://www.sec.gov that
contains reports, proxy statements and other information. Such material also
can be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
Seiler has filed with the Commission a registration statement (which term
shall encompass any amendments thereto) on Form S-3 under the Securities Act
with respect to the securities offered hereby (the "Registration Statement").
This Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. For further
information with respect to Seiler and the securities offered by this
Prospectus, reference is made to the Registration Statement, including the
exhibits thereto, and the financial statements and notes thereto filed or
incorporated by reference as a part thereof, which are on file at the offices of
the Commission and may be obtained upon payment of the fee prescribed by the
Commission, or which may be obtained from the Commission's Web site, or may be
examined without charge at the offices of the Commission. Statements made in
the Prospectus concerning the contents of any document referred to herein are
not necessarily complete, and, in each such instance, are qualified in all
respects by reference to the applicable documents filed with the Commission.
The Registration Statement and the exhibits thereto filed by Seiler with the
Commission may be inspected and copied at the locations described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Seiler with the Commission pursuant to the
Exchange Act (Commission File No. 0-22630) are incorporated herein by reference:
(a) Seiler's annual report on Form 10-K for the year ended March 31, 1997;
(b) Seiler's quarterly reports on Form 10-Q for the quarters ended June 30,
1997 and September 30, 1997;
(c) Seiler's current report on Form 8-K filed on April 16, 1997; and
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<PAGE>
(d) the description of Seiler's Common Stock contained in Seiler's
registration statement pursuant to Section 12(g) of the Exchange Act on Form 8-
A, dated on October 14, 1993.
All documents filed by Seiler pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment that indicates the termination of this
offering shall be deemed to be incorporated in this Prospectus by reference and
to be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Seiler will provide, without charge to each person to whom this Prospectus
has been delivered, a copy of any or all of the documents referred to above that
have been or may be incorporated by reference herein other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to Seiler Pollution
Control Systems, Inc., 555 Metro Place North, Suite 100, Dublin, Ohio 43017,
Attention: Alan B. Sarko, Vice President and Chief Financial Officer. Telephone
requests may be directed to 614/791-3272.
FORWARD LOOKING STATEMENTS
Certain statements included in this Prospectus are not based on historical
facts, but are forward looking statements. These statements can be identified
by the use of forward looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy. These
statements reflect the Company's reasonable judgments with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward looking statements. Such
risks and uncertainties include, but are not limited to the completion of an
economically viable HTV system and the development and marketing of additional
systems. The Company must also generate additional resources to enable it to
continue the completion of the HTV system. Such additional resources may be
generated through the sale of additional equity securities, the sale of an
existing system, alliances, joint ventures or other business transactions which
would generate sufficient resources. Other factors such as changes in business
conditions and changes in regulations and laws may also impact the outcome of
forward looking statements.
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<PAGE>
RISK FACTORS
An investment in the Common Stock involves a high degree of risk. In
analyzing the following and other risks, an investor must understand that he or
she may lose his or her entire investment in the Common Stock. The Company
cautions the reader that this list of factors may not be exhaustive.
Prospective investors should consider carefully the factors set forth below as
well as the information set forth in this prospectus, prior to purchasing the
Shares offered hereby.
Historical Financial Performance. Since its inception, the Company has
--------------------------------
experienced losses from its operations. These losses are recurring and
continuous. As of September 30, 1997, the Company's accumulated deficit was
$15,514,699. It is likely that these losses will continue until at least such
time as the HTV System is commercially successful, of which there can be no
assurance. Furthermore, the Company has had no product sales to date, since the
HTV System has not yet been commercialized. If the HTV System is not
commercially successful, or the market for environmental services such as those
which the Company offers does not accept the HTV System, the Company will not be
able to produce sufficient revenues to continue operations.
Access to Capital. In order for the Company to construct its HTV System
-----------------
facilities, to continue its research and development of the HTV System for
commercial application, to apply for and obtain construction and operating
licenses from governmental authorities, and to market the System, the Company
requires access to sufficient amounts of capital. Currently, the Company has
limited sources of capital and has modest amounts of capital on hand. To date,
the Company has raised its necessary capital through the sale of its securities,
from grants and contracts from public and private institutions, and from loans
from certain officers. Without access to sufficient amounts of capital, the
Company will not be able to construct its plants, market its technology, develop
and perfect the HTV System, and obtain the necessary licenses. The
unavailability of necessary capital and financing would have a substantial
adverse effect on the Company's business and future operations, including the
Company's future viability.
Commercial Viability of System. To date, the HTV System has been operated
------------------------------
only as pilot projects and has not been operated commercially. As a result,
there is no assurance that the Company will be able to develop and operate the
System successfully and profitably as a commercial enterprise.
Market Acceptance of HTV System. Even if the System is technologically
-------------------------------
proven, there is no assurance that the System will be accepted in the
marketplace or that the marketplace will not prefer and choose some technology
other than the Company's. Furthermore, there is no assurance that the market
will purchase Systems at prices in excess of the total construction costs
anticipated to complete the Systems.
HTV System Technology Not Exclusive. Even though the Company believes that
-----------------------------------
its HTV System technology will perform in the manner that the Company
anticipates, other companies throughout the world are currently developing and
marketing, and can be expected to continue to develop and market in the future,
other technologies that may be as effective or more effective and
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<PAGE>
as cost efficient or more cost efficient than the Company's technology to
provide environmental waste cleanup services.
Competition. The Company has numerous competitors and there are numerous
-----------
competitors to the Company's technology. It is possible that competitors might
even develop more advanced and commercially acceptable technologies than the
Company's HTV System. Although the Company believes that the System compares
favorably to any other technology that purports to provide similar services,
there is no assurance that the Company will have sufficient resources to be able
to develop even more sufficient and commercially acceptable Systems as to be
able to compete in its industry. There is no assurance that a competitor will
not develop a technology far superior to that of the Company in terms of
efficiency and profitability.
Licensing Requirements. Although Seiler has received waste exempt
----------------------
authorization in California and has applied for waste exemption in Ohio, in
order for the Company to be able to construct and operate its facilities, the
Company must apply to relevant governmental agencies for licenses. Without
proper licenses and permits, the Company will not be able to carry on its
business. In the United States, sufficient licenses will have to be obtained at
the national, state, and local level before a System can be constructed and
operated. Additionally, there is no assurance that once the licensing
procedure is commenced a license will be issued. There is no assurance that the
Company will ever be successful in any jurisdiction in obtaining environmental,
construction or operating licenses, or if successful that the licenses will be
granted in a timely fashion.
Adverse Legislation. It is possible that national, state, or local
-------------------
governments will adopt legislation that will make the HTV System less
appropriate or acceptable or more costly to operate. Governments might adopt
more stringent, costly and time consuming licensing procedures, thus making it
more difficult for the Company to construct and operate its System. Governments
might adopt legislation which prefers another technology over the Company's
technology.
Construction Delays. It will take a number of months for the Company,
-------------------
under favorable conditions, to be able to construct a facility and equip it with
an HTV System. Adverse weather conditions and labor shortages or strikes will
delay the construction of a facility, the result of which the Company may have
to bear additional facility start-up costs and difficulties and delays in
securing contracts for commercial operation of the facility. Furthermore, the
financial condition of the Company's contractor may require that the Company
provide adequate working capital to the contractor in order to complete the
Systems and obtain System delivery.
Firm Contracts for Commercialization of Facilities. Even though the
--------------------------------------------------
Company is currently constructing facilities in Dottingen, Switzerland,
Freiberg, Germany, and Coshocton, Ohio, the Company has not yet obtained firm
commitments under contract for the sale of a commercial System or for the
operation of a System on behalf of an interested party. The Company anticipates
that contracts will be forthcoming with respect to each facility, but there is
no assurance that the Company will obtain sufficient contracts as to make the
facilities profitable.
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Insurance. The Company carries personal and property liability and
---------
environmental hazard insurance with respect to each facility it operates. There
is no assurance that the insurance that the Company carries will be sufficient
to protect the Company against severe personal injury or an environmental
disaster. There is no assurance that the Company will be able to obtain
sufficient insurance so as to provide adequate protection to the Company's
business and operations or if such insurance is obtainable that it will be
affordable.
Foreign Currency Risks. The Company anticipates that a substantial amount
----------------------
of its revenues will be derived from its operations outside the United States.
Because the relative value of different currencies continually fluctuates, the
translation of foreign currencies into U.S. dollars might result in charges to
the Company's financial statements.
THE COMPANY
Business Overview
- -----------------
Seiler Pollution Control Systems, Inc. (hereinafter, "Seiler" or the
"Company") is engaged in the environmental service and equipment business. The
Company was incorporated in 1983 pursuant to Delaware law under the name of
World Imports -- USA, Inc., an import-export company that operated until 1989.
The Company was inactive during the fiscal years ended March 31, 1990 through
1993. Following a change in control in June 1993, World Imports -- USA, Inc.
changed its name to Seiler Pollution Control Systems, Inc. and began active
operations in the environmental field.
In July 1993, the Company formed a wholly-owned subsidiary, Seiler
Pollution Control Systems International, Inc. ("Seiler International"), under
the laws of Delaware. This subsidiary holds the exclusive European rights to a
High Temperature Vitrification System ("HTV System" or "System"). The HTV
System was initially developed and patented in Switzerland by Seiler High
Temperature Separating Systems Ltd. ("Seiler HT"), a company controlled by
Niklaus Seiler (a director and officer of the Company) and his family. Seiler
HT transferred exclusive worldwide rights to the System to Maxon Finance & Trade
Ltd. ("Maxon"), a corporation organized under the laws of Panama with offices in
Fribourg, Switzerland. In July 1993, Maxon transferred the European rights to
Seiler International with the remaining worldwide rights acquired by the Company
from Maxon under a separate license agreement. When the licensing agreements
were executed, Maxon was a principal shareholder of the Company. As of December
31, 1997, Maxon owned less than one percent of the Company's outstanding stock.
In November 1993, the Company formed under the laws of Switzerland a wholly
owned subsidiary, named Seiler SEPC AG. In February 1995, Seiler SEPC AG formed
a subsidiary, under the laws of Germany named Seiler Trenn-Schmelzanlagen
Betreibs GmbH (STSB GmH), SEPC AG owns 90% of STSB GmbH and Dr. Gerold Weser,
President and Chief Executive Officer of the Company and President of STSB GmbH,
owns the remaining 10%. Dr. Weser has agreed to contribute capital to Seiler
STSB in exchange for an additional 40% interest in the Company, which will
reduce Seiler AG's ownership interest in STSB to 50%.
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In March, 1997, Seiler acquired sixty percent (60%) of the issued stock of
Seiler Nuclear Technology Inc. (SNT), a New Jersey corporation formed in March
1997, in exchange for Seiler's expertise in vitrification technology. Seiler
will utilize $4.7 million of SNT's capital to design and build a prototype
vitrification facility to eventually process low-level nuclear waste.
Licensing Agreements
- --------------------
In July 1993, the Company entered into two separate licensing agreements
with Maxon. The amended licensing agreements required the Company to pay Maxon a
licensing fee of $2.5 million for the European rights to the HTV System and $2.5
million for the remaining worldwide rights. To date, $3,022,751 has been paid.
The remaining sums due are to be paid on a schedule as reflected in Note 5 of
the Company's financial statements. These licensing agreements run for an
indefinite term or until all of the proprietary information becomes public
knowledge and the patent rights expire.
The Technology
- --------------
The HTV System is a high temperature vitrification process that effectively
processes a broad range of mixed and hazardous wastes into inert glass ceramic
materials. The heart of the HTV System is a patented high temperature converter
melter that operates at temperatures around 2700 to 3300 degrees F (1500 to 1800
degrees C). The energy causes chemical and physical reactions that convert
hazardous chemical compounds into inert nonhazardous glass ceramics, metal
oxides, and salts.
The dryer and preheater components permit processing wet materials (e.g.,
sludges, metal hydroxide filter cake, wastewater treatment residues) or dry
waste feedstocks (e.g., incinerator ash, spent foundry sands, asbestos). Also,
the System's flexibility allows processing organic, inorganic or mixed
organic/inorganic waste feedstocks. The inorganic residues are the primary
components needed for producing glass ceramic products and metal oxides, while
the organic residues provide supplemental energy for the system.
The HTV System process can be controlled to produce materials in different
shapes and forms as well as various degrees of hardness. The resulting
materials are made into nonhazardous marketable products and recycled back into
the commercial marketplace, or the glass ceramic materials can be stored in a
nonhazardous waste landfill.
The HTV System
- --------------
Seiler's commercial HTV System can process 2000 to 8000 tons (1800 to 7500
tonnes) of waste feedstocks per year at a rate of 600 to 2200 pounds (250 to
1000 kilograms) per hour. The commercial System is built to operate 24 hours a
day, 7 days a week, shutting down only for scheduled maintenance or emergency
repairs. The commercial HTV System includes extensive process controls,
combustion air heat exchanger, flue gas quench system, refined glass ceramic
exit system and sophisticated air pollution control components.
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The Company promotes installing a commercial HTV System on the site where
the waste feedstocks are generated. By managing the waste onsite,
transportation costs, safety and liability concerns associated with offsite
management are eliminated. A commercial HTV System may, however, be built in a
central location to serve as a regional recycling center for a number of
hazardous and industrial waste generators and achieve economies of scale.
Environmental Advantages. The HTV System recycles hazardous and industrial
------------------------
wastes into safe, nonhazardous glass ceramic products by binding the metal
components in the waste feed to a glass ceramic matrix on a molecular level. The
resultant inert materials pass standardized governmental leachate tests: The
United States Toxic Characteristics Leaching Procedure in America and its
equivalent eluent test in Europe. Dangers and liabilities associated with
hazardous waste storage and disposal are removed, thereby providing a safer and
more environmentally sound method of waste management.
Economic Advantages. Because hazardous wastes require "cradle to grave"
-------------------
monitoring, disposal or storage costs are high both at the time of disposal and
over the long-term period of responsibility. Liability issues with their
accompanying potentially expensive legal fees and possible fines also remain
open ended. Additionally, companies/responsible parties are subject to
financial accountability on contamination issues not only for the future, but
retroactively as well.
Market Strategy and Business Development
- ----------------------------------------
Seiler's market strategy is to promote its vitrification process as the
preferred option for managing hazardous and industrial wastes because the HTV
System offers environmental and economic advantages over traditional waste
disposal or storage methods. The Company also plans to accelerate the product
development and marketing side of the business.
As already pointed out, the glass ceramic materials produced by the HTV
System are inert, nontoxic and reusable. Consistent characteristics such as
substantive hardness, toughness, color and insulating properties make the
recycled materials commercially marketable. The process produces reclaimable
products that can also be sold, such as metal oxides and salts.
Seiler's product research and development is conducted at The Ohio State
University in Columbus, Ohio, through an ongoing arrangement with the
University's Department of Materials Science and Engineering. Benchwork studies
and laboratory research have identified three commercial glass product markets:
Architectural Applications (floor and wall tile, sinks, bathtubs, patio stone,
mosaics, bricks, vanities and countertops); Abrasive Applications (sandpaper,
grinding media, shot blast media, grinding wheels, glass beads, buffing
compounds and polishing compounds); and Refractory Applications (fireproof
wallboard, roofing media, filtration media, high temperature specialty products
and insulation).
In 1996, the Company's product development efforts were intensified.
Laboratory research on Seiler HTV System glass ceramic materials resulted in
creation of more variety in shapes, forms and textures. Expanded market
development efforts located additional buyers for the established
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and the newly developed products. Seiler intends to continue market development
and product expansion.
Current Projects
- ----------------
Freiberg, Germany:
Groundbreaking ceremonies took place May 21, 1997, for a commercial HTV
System to be installed in Freiberg. Construction of the building to house the
system and necessary site preparation and system installation have been
completed. The Freiberg system is currently being tested. The Company
anticipates the testing will be completed by February 28, 1998, and the plant's
commercial operations will commence immediately thereafter.
The Freiberg facility will be operated by Seiler's German subsidiary, STSB.
The plant will serve as a regional recycling center and process various
industrial and governmental waste streams. Initially, the facility will process
industrial paint and hydroxide sludges, petrochemicals, industrial wastewater
treatment sludges, spent solvents, oils, pesticides, electroplating sludges,
contaminated chemicals, asbestos containing residuals and mixed
organic/inorganic residuals.
United States Air Force:
Seiler's work continued throughout the past year as a subcontractor on a
Radian International, Inc. contract with the United States Air Force. Phase I
of the project centered on laboratory testing to analyze, characterize and
evaluate five waste streams from two Air Force bases and develop formulations
for HTV System processing. Upon completion of Phase I, a report on the
benchscale findings was written and the Air Force authorized the next phase.
Phase II work called for further testing of the five Air Force waste
streams at the Company's pilot HTV System plant in Leibstadt, Switzerland.
Pilot tests were successfully completed on June 13, 1996 and in February 1997 a
pilot test report was compiled and submitted to the Air Force.
Seiler completed an additional component of Phase II in September 1997 when
a waste recycling exempt status was granted by the California Environmental
Protection Agency for handling three waste categories in the state. The three
waste categories are electric arc furnace dusts generated from steel mills, sand
blast media residuals, and industrial wastewater treatment sludge. This exempt
status is dynamic and the Company plans to apply for approval of additional
waste categories in early 1998.
The United States Air Force's support of Seiler's project to place a
commercial HTV system in California has continued and they have increased the
Company's existing testing contract to test additional Department of Defense
waste streams. This new contract is valued at approximately $75,000.
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California Project:
The California recycling exemption status mentioned above permits Seiler to
place an HTV System anywhere in the state of California. A site has been
identified and the Company is currently in preliminary negotiations for a long-
term lease. Meetings were held with the local County Board of Supervisors and
their support was secured for the California project.
Seiler is moving ahead on obtaining a state-required Health Risk Assessment
and Air Permit application. While this process can take up to six months,
building and construction schedules are not expected to be delayed and the
facility is anticipated to be completed by the end of 1998. The Company has
already begun the process of securing long term customers for the California
system.
Edison Materials Technology Center (EMTEC):
EMTEC is an organization made up of Ohio businesses and other companies
that join together in research and development projects to benefit Ohio
industries. Seiler's EMTEC project under the Core Technology Program began in
October 1995. The purpose of the project was to develop higher end-user glass
ceramics from waste feedstocks using the HTV System process. Phase I of the
project, completed in September 1996, successfully demonstrated that Seiler's
HTV System process could produce several high-value products from hazardous
waste feedstocks such as medium and high grade abrasives, roofing granules and
architectural filler material.
A Phase II contract was granted to Seiler for $300,000 by EMTEC to continue
the product development that began in Phase I and identify Ohio sites to locate
a Seiler pilot and commercial system. This contract began in October 1996 and
will run until January 1999. Seiler identified possible sites for placement of
a pilot Seiler system in Ohio. Site selection criteria were developed and an
industrial park site in Coshocton, Ohio, was chosen. Phase II also authorized
additional laboratory testing and product development.
Seiler is currently applying for an additional $450,000 in project funding
from EMTEC to develop additional products made from the Company's vitrification
process.
Coshocton, Ohio:
Seiler received approval in May 1997 from Coshocton's Solid Waste District
of its request to construct a pilot industrial high temperature vitrification
recycling facility in Coshocton Industrial Park. The Company is currently
building the pilot HTV System plant and anticipates that the building which will
house the pilot plant will be completed by Spring 1998. The pilot system is
expected to be installed and be operational by the end of 1998. The Company's
pilot plant will be operated to provide important information to determine the
suitability of different wastes for Seiler vitrification; develop formulations
for HTV System processing; ascertain the proper energy balance; and supply
preliminary air testing.
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The Coshocton pilot facility will have a capacity to process up to 600 tons
(544 tonnes) of wastes per year at a rate of 55 to 220 pounds (20 to 100
kilograms) per hour. Costs for the building and land are being financed through
Bridge Street Development Corporation in Newcomerstown, Ohio. The Company's
application to the area's Four-County Solid Waste District requesting $150,000
in grants was approved in July 1997; the Solid Waste District's grant will not
have to be repaid by the Company. Between December 1998 and June 1999, the
Company expects to house a commercial Seiler HTV System in this same building
with a capacity to process approximately 2200 pounds (1000 kilograms) per hour.
Additional Projects
- -------------------
Germany:
Negotiations for commercial HTV Systems are currently underway with two
recycling centers in Berlin/Brandenburg and Saxony. The availability of
important incentive programs for job creation and environmental projects
(similar to financial arrangements utilized in Seiler's Freiberg project) are
expected to facilitate financing for these projects.
Also, the largest German car manufacturer has contracted with Seiler to
conduct tests on industrial and hazardous wastes produced by their operations.
Upon successful completion of these tests, it is anticipated that orders will be
placed for one or more commercial HTV System plants.
France:
The French hazardous waste market is considered a prime market for Seiler
as a result of recently introduced national legislation. Currently, Seiler is
negotiating with two large operators of incinerators and toxic waste facilities
in France for commercial HTV System facilities. A contract was signed with a
major incinerator operator for Seiler to test flyash in September 1997.
Switzerland:
Tests were completed in June 1997 at Seiler's Dottingen plant on waste from
a Canton of Jura toxic waste site, from which the Company expects to receive a
contract for construction of a commercial HTV System facility during the 1998
fiscal year. Additionally, Seiler is looking into using the HTV System to
process auto shredder waste in Switzerland.
Employees
- ---------
Currently, Seiler employs 7 full time, 7 part time personnel and 8 contract
employees. Seiler SEPC AG in Switzerland has 2 full time employees, 2 part time
staff members and 3 contract consultants. STSB GmbH in Germany employs 2 full
time employees and 1 contract consultant. The Company's North American
operations (including the corporate headquarters in Dublin, Ohio) employ 3 full
time, 5 part time and 4 contract staff members. Additional technical,
engineering, environmental and support staff are hired on a contract basis as
needed.
-12-
<PAGE>
Properties
- ----------
Seiler's corporate headquarters are located at 555 Metro Place North,
Dublin, Ohio, U.S.A. Currently, the offices are rented on a month-to-month basis
pending signing of a new one-year lease. Seiler SEPC AG has offices at
Seestrasse 17, CH-8702, Zollikon 2, Switzerland, which are leased on a monthly
basis. Seiler TSB GmbH is located at Amst. Niclas Schacht 13, D-09599,
Freiberg, Germany, pursuant to a one-year lease which expires on January 31,
1998. Seiler believes that each lease can be extended for additional one-year
terms at similar rents as are currently being paid.
Legal Proceedings
- -----------------
The Company is not presently a party to any material litigation nor, to the
knowledge of management, is any material litigation threatened.
USE OF PROCEEDS
Seiler will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders. Seiler will pay all expenses incurred in connection
with this public offering of the Shares. Each Selling Shareholder will pay all
transaction costs associated with effecting any respective sales of the Shares
that occur.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"SEPC." The following table sets forth the high and low daily bid prices for the
Common Stock for the periods indicated, in each case as reported by Nasdaq.
-13-
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Ended March 31, 1996 Quarterly Common Stock Price
By Quarter Ranges(1)
- -------------------------------- ----------------------------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st June 30, 1995 $3.50 $1.1875
2nd September 30, 1995 3.28125 1.3125
3rd December 31, 1995 2.4375 1.40625
4th March 31, 1996 5.6875 1.625
<CAPTION>
Fiscal Year Ended March 31, 1997 Quarterly Common Stock Price
By Quarter Ranges(1)
- -------------------------------- ----------------------------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st June 30, 1996 $6.02 $4.76
2nd September 30, 1996 4.8958 3.3958
3rd December 31, 1996 4.54 3.465
4th March 31, 1997 3.854 2.8958
<CAPTION>
Fiscal Year Ended March 31, 1998 Quarterly Common Stock Price
By Quarter Ranges(1)
- -------------------------------- ----------------------------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st June 30, 1997 $3.10 $2.385
2nd September 30, 1997 2.667 1.77
3rd December 31, 1997 2.875 1.781
4th Through _____, 1998
</TABLE>
- ---------------
(1) The over-the-counter market quotations indicated above reflect inter-dealer
prices, without retail mark-up, markdown or commission, and may not
necessarily represent actual transactions.
As of December 31, 1997, the approximate number of stockholders of the
Company's Common Stock was 416.
The Company has not paid or declared any cash dividends upon its Common
Stock since its inception and does not anticipate paying any cash dividends in
the foreseeable future. The payment by the Company of cash dividends in the
future rests within the discretion of its Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and
its financial condition, as well as other relevant factors.
-14-
<PAGE>
INFORMATION CONCERNING SEILER
Selected Financial Data
The following unaudited table of selected financial data should be
read in conjunction with Seiler's consolidated financial statements and the
related notes thereto incorporated by reference herein. See "Incorporation of
Certain Documents by Reference."
SEILER POLLUTION CONTROL SYSTEMS, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
For the six months For the fiscal years
Ended September 30, Ended March 31,
--------------------------- --------------------------------------------
1997 1996 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Statement of Operations
Revenue $ 104,488 $ 87,300 $ - $ - $ -
Net Loss (2,608,516) (1,544,867) (5,556,500) (1,796,727) (1,967,813)
Net Loss Per Share (0.12) (0.08) (0.29) (0.11) (0.15)
<CAPTION>
For the six months For the fiscal years
Ended September 30, Ended March 31,
--------------------------- --------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Balance Sheet
Total Assets $20,402,357 $15,608,605 $19,564,154 $15,045.62
Total Liabilities 10,033,783(1) 4,258,382 6,413,791(1) 3,639,769
Working Capital (2,054,314) (279,411) 2,752,430 (114,882)
Accumulated Deficit (15,514,699) (8,894,550) (12,906,183) (7,349,683)
Total Stockholders' Equity 10,368,574 11,350,223 13,150,363 11,405,857
</TABLE>
- ---------------
(1) Includes $1,880,000 of minority interest.
Principal Holders of Seiler Common Stock
As of December 31, 1997, the following person was the only person or group
of persons known to the Company to be the beneficial owner of more than five
percent of the Company's common stock. Such person has beneficial ownership of
the shares and has sole voting power and sole investment power with respect to
the number of shares beneficially owned.
-15-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ------------------- -------------------- ------------
Actual Pro Forma(3)
------ ------------
<S> <C> <C> <C>
PTI Management AG (2) 1,450,000 6.0%
Witikoenstrasse 311B
CH-8053
Zurich, Switzerland
</TABLE>
- ---------------
(1) On the basis of 24,170,932 shares outstanding on December 31, 1997.
(2) PTI Management AG is a Swiss corporation whose shares are issued solely in
bearer name. Werner Heim, Chairman of the Board, is a "control" person of
PTI Management AG, but he disclaims beneficial ownership of any such
shares.
(3) Assuming sale of all shares offered by the Selling Stockholders.
In addition, the only other record holder known by the Company to hold more
than five percent of the Company's Common Stock is Cede & Co., P.O. Box 20,
Bowling Green Station, New York, New York 10004. As of December 31, 1997, Cede
& Co. held a total of 19,041,041 shares of the Company's Common Stock, which
represented 78.8% of the total number of shares outstanding. Cede & Co. is a
nominee of the Depository Trust Company, which held such shares of record on
behalf of various of its customers. The names of the beneficial owners of the
shares held by those stockholders are unknown to Management.
The number and percentage of Common Stock owned of record and beneficially
by each current officer and director of the Company and by all current officers
and directors of the Company as a group, are as follows as of December 31, 1997.
Each individual has beneficial ownership of the shares and sole voting power and
sole investment power with respect to the number of shares beneficially owned.
<TABLE>
<CAPTION>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class (2)
- ------------------- -------------------- ------------
Actual Pro Forma(3)
------ ------------
<S> <C> <C> <C>
Dr. Gerold Weser 200,000 .83% %
Seiler TSB GmbH
Dorfstrasse 12
D-22941
Jersbek, Germany
Werner Heim(4) 405,500 1.68% %
Seestrasse 17
CH-8702
Zillikon 2, Switzerland
</TABLE>
-16-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Alan B. Sarko 300,000 1.24% %
Seiler Pollution Control
Systems, Inc.
555 Metro Place North
Dublin, Ohio USA 43017
Niklaus Seiler 300,000 1.24% %
Seiler Patent AG
Steicher
CH-5316
Leuggern, Switzerland
All Officers and Directors 1,205,500 4.99% %
As a Group (4 Persons)
</TABLE>
- ---------------
(1) Except for 105,500 shares owned by Mr. Heim, the shares represented are in
the form of options to purchase shares of Seiler Common Stock. The options
are presently exercisable and are not transferable. The options were
granted pursuant to the Company's 1993 Non-Statutory Stock Option Plan, 1994
Non-Statutory Stock Option Plan or 1995 Non-Statutory Stock Option Plan.
(2) The percentage shown has been determined by dividing the number of shares,
including shares subject to option, held by the named person divided by the
sum of the 24,170,932 outstanding shares and the option shares held by the
above-referenced persons.
(3) Assumes sale of all shares offered by the Selling Stockholders.
(4) Mr. Heim is a control person of PTI Management AG but he disclaims
beneficial ownership of any such shares.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Pursuant to its Certificate of Incorporation ("Certificate") Seiler is
authorized to issue 35,000,000 shares of its Common Stock, par value $.0001 per
share, of which 24,170,932 shares were outstanding as of December 31, 1997. As
of that date, a total of 3,336,600 shares was reserved for issuance in
connection with Seiler's nonqualified stock option plans. After taking into
account the shares as described above, the number of authorized shares of Common
Stock available for other corporate purposes as of December 31, 1997 was
7,492,468 shares. No shares or any class of preferred stock have been
authorized.
Voting Rights
The holders of Seiler Common Stock are generally entitled to one vote for
each share held of record on all matters submitted to a shareholder vote. The
holders of Seiler Common Stock do not have cumulative voting rights. The
absence of cumulative voting means that a nominee for director must receive the
votes of a plurality of the shares voted in order to be elected.
-17-
<PAGE>
Board of Directors
Director Liability. Seiler's Certificate contains a "director liability"
------------------
provision. This provision generally shields a director from monetary damages to
the corporation or its shareholders for a breach of fiduciary duty as a director
other than (i) a breach of a director's duty of loyalty, (ii) acts or omissions
not taken in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) authorizing the unlawful payment of dividends, and (iv)
transactions in which a director receives an improper benefit.
Board of Directors. The Certificate provides that the Company shall be
------------------
managed by a board of directors. The Company's by-laws provide that the board
of directors shall consist of three to seven persons. The entire board is
elected at each successive annual meeting of shareholders.
The number of directors which constitute the Company's full board of
directors may be increased only by amendment of the bylaws, which requires the
affirmative vote of a majority of the total number of directors constituting the
board, or by the shareholders of Seiler at a regular or special meeting by the
affirmative vote of a majority of the outstanding and issued shares entitled to
vote. Except as otherwise required by law, vacancies on the board of directors,
including vacancies resulting from an increase in the size of the board, may be
filled by the affirmative vote of a majority of the remaining directors even
though less than a quorum of the board of directors. Directors elected by the
board to fill vacancies serve for the full remainder of the term.
Removal of Directors. The Certificate provides that any director (or the
--------------------
entire board of directors) may be removed from office by shareholder vote only
if such removal is approved at a special meeting of the shareholders called for
that purpose by the holders of a majority of the issued and outstanding shares
then entitled to vote at an election of directors.
Shareholder Meetings
The Company's bylaws provide that special meetings of the Company's
shareholders may be called by the president of the Company, by a majority of the
directors or by the holders of a majority of all the votes entitled to be cast
on any issue proposed to be considered at the special meeting.
Amendment of Articles and Bylaws
Seiler's Certificate looks to Delaware law regarding the amendment of the
Certificate. Delaware law requires the affirmative votes of the holders of a
majority of all outstanding shares of Common Stock entitled to vote to approve
any amendment to Seiler's Certificate. The Company's bylaws may be amended by
an affirmative vote of a majority of the total number of directors constituting
the board or by the affirmative vote of a majority of the issued and outstanding
shares entitled to vote.
-18-
<PAGE>
Dissenters' Rights
Seiler is incorporated under the laws of Delaware. Delaware law provides
for dissenters' rights in a merger or consolidation to be effected pursuant to
specified sections under the Delaware law. Dissenters' rights will apply if the
shareholder will receive for his shares anything other than (a) shares of the
corporation surviving or resulting from such merger or consolidation, (b) shares
of a corporation whose shares are listed on a national securities exchange or
the Nasdaq National Market or held of record by more than 2,000 holders, or (c)
cash in lieu of fractional shares. Seiler's Common Stock is not so listed and
is held by fewer than 2,000 shareholders of record.
Dividend Rights
Delaware law generally allows a corporation, subject to restrictions in its
certificate of incorporation, to declare and pay dividends in cash or property,
out of surplus, as defined, or, in case there shall be no surplus, out of its
net profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. The Company's Certificate places no further restrictions
on dividends. Thus, the holders of Seiler Common Stock are entitled to
dividends when, as and if declared by their board of directors out of funds
legally available therefor.
Liquidation Rights
Upon liquidation, dissolution or winding up of Seiler, whether voluntary or
involuntary, the holders of Seiler Common Stock are entitled to share ratably in
the assets of the corporation available for distribution after all liabilities
of the corporation have been satisfied.
Miscellaneous
There are no preemptive rights, sinking fund provisions, conversion rights,
or redemption provisions applicable to Seiler Common Stock. Holders of fully
paid shares of Seiler Common Stock are not subject to any liability for further
calls or assessments. American Stock Transfer and Trust Company, New York, New
York, is the transfer agent and registrar for the Common Stock.
SELLING STOCKHOLDERS
The Selling Stockholders, or either of them, offer for resale by means of
this Prospectus some or all of the shares that they acquired from Seiler in
November 1997 when the Company sold to such Selling Stockholders in two private
placements a total of $3 million principal amount of the Company's Convertible
Debentures (the "Debentures"). Each of the Debentures bears interest on the
unpaid principal amount at the rate of 7% per year, payable at the time of each
conversion until the principal amount is paid in full or the Debenture has been
fully converted. Each interest payment shall be paid, at Seiler's option, in
cash or in freely trading shares of Common Stock. The Debentures mature in
November 2000. The Company has reserved the right, at its sole option, to call
a mandatory redemption of any or all outstanding Debentures during the 120 day
period
-19-
<PAGE>
following the initial sale of the Debentures (the redemption right therefor
expires at the end of February 1998).
The holder of each Debenture (hereinafter, the "Holder") has the right, at
its option, to convert the Debenture into shares of Seiler Common Stock at any
time prior to the maturity date of the Debenture. The Debenture may be
converted in accordance with the following formula: Holder is entitled to
convert up to 50% of the face amount of the Debentures, plus accrued interest
and any liquidated damages, at any time after the earlier of the effective date
of the Registration Statement or 120 days following the Closing Date, at the
lesser of (a) 120% of the 5 day average closing bid price, as reported by
Bloomberg, LP for the 5 trading days immediately preceding the Closing Date or
(b) 75% of the 5 day average closing bid price, as reported by Bloomberg, LP for
the 5 trading days immediately preceding the applicable Conversion Date for any
Conversion Dates that are on or before the 120th day following the Closing Date
and at the lesser of (x) 120% of the 5 day average closing bid price, as
reported by Bloomberg, LP for the 5 trading days immediately preceding the
Closing Date or (y) 65% of the 5 day average closing bid price, as reported by
Bloomberg, LP for the 5 trading days immediately preceding the applicable
Conversion Date for any Conversion Dates that are after the 120th day following
the Closing Date. Holder is entitled to convert the remaining 50% of the face
amount of the Debentures, plus accrued interest and any liquidated damages, at
any time after the earlier of the effective date of the Registration Statement
or 120 days following the Closing Date, at 75% of the 5 day average closing bid
price, as reported by Bloomberg, LP for the 5 trading days immediately preceding
the applicable Conversion Date for any Conversion Dates that are after the 120th
day following the Closing Date. No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded up or down, as the case may be, to the nearest whole
share. The Shares constitute approximately _______% of the issued and
outstanding shares of Seiler as of December 31, 1997. The Selling Stockholders,
or each of them, may wish to offer some or all of the Shares for resale from
time to time. Seiler will receive no portion of any proceeds from any sale of
Shares.
The following table sets forth certain information regarding ownership of
Seiler Common Stock as of December 31, 1997, by each Selling Stockholder.
<TABLE>
<CAPTION>
Ownership of
Principal Amount of Convertible Common Stock Shares Being
Name Debentures Purchased Prior to the Offering Offered
- ---- -------------------------------- --------------------- ------------
<S> <C> <C> <C>
Dominion Capital Fund, Ltd. $1,000,000 - due November 18, 2000
$1,000,000 - due November 25, 2000
Sovereign Partners, LP $500,000 - due November 18, 2000
$500,000 - due November 25, 2000
</TABLE>
Prior to the transaction, neither of the Selling Stockholders, or their
respective affiliates, had any relationship or affiliation with the Company or
its affiliates.
-20-
<PAGE>
PLAN OF DISTRIBUTION
Depending on market conditions and other factors, each of the Selling
Stockholders may sell its respective Shares offered hereby from time to time, in
one or more transactions, on the Nasdaq National Market, or otherwise, at market
prices prevailing at the time of sale, at negotiated prices, or at fixed prices,
which may be changed. Such sales may be effected directly, or through agents,
or through dealers.
Agents, dealers and underwriters may be entitled under agreements entered
into with either Selling Stockholder to indemnification against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for Seiler or
either of the Selling Stockholders in the ordinary course of business.
Seiler will bear all costs and expenses of the registration of the Shares
under the Securities Act and certain state securities laws, other than fees of
counsel for either Selling Stockholder and any discounts or commissions payable
with respect to sales of such Shares. Each Selling Stockholder will pay any
transaction costs associated with effecting any respective sales that occur.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon by Duane, Morris & Heckscher LLP, Washington, D.C.
EXPERTS
The consolidated financial statements of Seiler as of March 31, 1997 and
1996, and for the years then ended, incorporated by reference herein have been
incorporated by reference herein in reliance upon the report of Schneider Downs
& Co., Inc., independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in auditing and
accounting. The consolidated statements of operations, stockholders' equity,
and cash flows for the year ended March 31, 1995, incorporated herein have been
incorporated by reference herein in reliance upon the report of Bederson &
Company, LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firms as experts in auditing
and accounting.
-21-
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offering
made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by Seiler or
any of its agents. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of Seiler since the date as of which information
is given in this Prospectus. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which the person making such offer
or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such solicitation.
_________________________________
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information........................................................ 3
Incorporation of Certain Documents By
Reference.................................................................. 3
Forward Looking Statements................................................... 4
Risk Factors ............................................................... 5
The Company ................................................................ 7
Use of Proceeds.............................................................. 13
Price Range of Common Stock and
Dividends.................................................................. 13
Information Concerning Seiler................................................ 15
Description of Capital Stock................................................. 17
Selling Stockholders......................................................... 19
Plan of Distribution......................................................... 21
Legal Opinion................................................................ 21
Experts...................................................................... 21
</TABLE>
______ Shares
Common Stock
(par value $.0001 per share)
Seiler Pollution Control
Systems, Inc.
__________
PROSPECTUS
__________
______________, 1998
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration Fee.. $ 1,715
Printing Fees..... 500
Legal Fees........ 10,000
Accounting Fees... 19,500
Blue Sky Fees..... -0-
Miscellaneous..... 3,285
-------
Total............. $35,000
=======
</TABLE>
The foregoing amounts are the best estimates of Seiler, except for SEC
Registration Fee.
Item 15. Indemnification of Directors and Officers.
Seiler's Certificate of Incorporation provides for indemnification of
directors and officers as follows:
NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State 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 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 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.
TWELFTH: 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 transaction.
II-1
<PAGE>
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included beginning on page II-5.
Item 17. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) 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 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.
(2) to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(3) that 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 under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
<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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dublin, Ohio, on the 12th day of January, 1998.
Seiler Pollution Control Systems, Inc.
By: /s/ Alan B. Sarko
---------------------------------------
Alan B. Sarko, Vice President,
Treasurer, Secretary, and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan B. Sarko, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/s/ Gerold Weser President, Chief Executive January 12, 1998
- ------------------------- Officer, and Director -----------
Gerold Weser
Chairman of the Board , 1998
- ------------------------- -----------
Werner Heim
II-3
<PAGE>
/s/ Alan B. Sarko Vice President, Treasurer, January 12, 1998
- ------------------------- Secretary, Chief Accounting -----------
Alan B. Sarko Officer, Chief Financial
Officer, and Director
/s/ Niklaus Seiler Vice President and Director January 13, 1998
- ------------------------- -----------
Niklaus Seiler
II-4
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Page Number
in Sequential
Exhibit Numbering
No. Description and Method of Filing System
- ------- -------------------------------- -------------
<S> <C> <C>
5 Opinion of Duane, Morris & Heckscher LLP regarding the
legality of the shares of Common Stock being registered (filed
herewith)
23.1 Consent of Schneider Downs & Company, Inc., independent
certified public accountants for Seiler Pollution Control
Systems, Inc. (filed herewith)
23.2 Consent of Bederson & Company, LLP, independent certified
public accountants for Seiler Pollution Control Systems, Inc.
(filed herewith)
23.3 Consent of Duane, Morris & Heckscher LLP (contained in their
opinion filed as Exhibit 5)
24 Power of Attorney (set forth on Page II-3 of the Registration
Statement)
</TABLE>
II-5
<PAGE>
EXHIBIT 5
---------
Duane, Morris & Heckscher LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006-1608
(202) 776-7800
January 13, 1998
Seiler Pollution Control Systems, Inc.
555 Metro Place North, Suite 100
Dublin, Ohio 43017
Gentlemen:
We have acted as counsel to Seiler Pollution Control Systems, Inc., a
Delaware corporation ("Seiler") in connection with the registration of 3,000,000
shares (the "Shares") of Seiler common stock, par value $.0001 per share (the
"Common Stock"), on behalf of and for the resale by various selling stockholders
(the "Selling Stockholders") who are identified in the prospectus portion of the
Registration Statement, as defined below, under the caption "Selling
Stockholders". In this regard, we are also acting as counsel to Seiler in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Seiler with the Securities and Exchange Commission
for the purpose of registering the Shares under the Securities Act of 1933, as
amended. This opinion is being furnished for the purpose of being filed as an
exhibit to the Registration Statement.
In connection with this opinion, we have examined, among other things:
(1) a copy certified to our satisfaction of the Certificate of
Incorporation of Seiler as in effect on the date hereof;
(2) a copy certified to our satisfaction of the Restated Bylaws of Seiler
as in effect on the date hereof;
(3) copies certified to our satisfaction of resolutions adopted by the
Board of Directors of Seiler on December 22, 1997, including
resolutions approving the Registration Statement; and
(4) such other documents, corporate proceedings, and statutes as we
considered necessary to enable us to furnish this opinion.
<PAGE>
Seiler Pollution Control Systems, Inc.
January 13, 1998
Page 2
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons, and the conformity to the originals of all documents submitted to us as
copies. In making our examination of any documents, we have assumed that all
parties other than Seiler had the corporate power and authority to enter into
and perform all obligations thereunder and, as to such parties, we have also
assumed the execution and delivery of such documents and the validity and
binding effect and enforceability thereof. We have assumed that the
certifications and representations dated earlier than the date hereof on which
we have expressed reliance herein continue to remain accurate, insofar as
material to our opinions, from such earlier date through the date hereof.
Based upon the foregoing, we are of the opinion that the Shares of Seiler
Common Stock registered in the subject Registration Statement will, at the time
of sale by the Selling Stockholders, be duly authorized, validly issued, fully
paid and nonassessable shares of Seiler Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinion" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Duane, Morris & Heckscher LLP
DUANE, MORRIS & HECKSCHER LLP
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Seiler Pollution Control Systems, Inc.:
We consent to the use of our report dated June 19, 1997, with respect to the
consolidated financial statements of Seiler Pollution Control Systems, Inc. as
of March 31, 1997 and 1996, and for each of the years then ended incorporated
herein by reference, and to the reference to our firm under the heading
"Experts" in the prospectus portion of this Registration Statement.
/s/ Schneider Downs & Co., Inc.
Schneider Downs & Co., Inc.
Columbus, Ohio
January 13, 1998
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Seiler Pollution Control Systems, Inc.:
We consent to the use of our report dated June 28, 1995, except for Notes 1 and
3 to which the date is July 8, 1996, with respect to the consolidated financial
statement of operations, stockholders' equity, and cash flows of Seiler
Pollution Control Systems, Inc. for the year ended March 3, 1995, incorporated
herein by reference, and to the reference to our firm under the heading
"Experts" in the prospectus portion of this Registration Statement.
/s/ Bederson & Company, LLP
Bederson & Company, LLP
West Orange, New Jersey
January 13, 1998
