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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
REGISTRATION NO. 333-35261
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN ECOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 95-3889638
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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805 WEST IDAHO
SUITE 200
BOISE, IDAHO 83702-8916
(208) 331-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PHILLIP K. CHATTIN, ESQ.
GENERAL COUNSEL
AMERICAN ECOLOGY CORPORATION
805 WEST IDAHO
SUITE 200
BOISE, IDAHO 83702-8916
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COPIES TO:
LARRY D. BLUST, ESQ.
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. [
]
If any of the securities being registered on this form are to 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. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 162(b) 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 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,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITY TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Rights...................... $8,379,813 -- -- --
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Common Stock, $.01 par value
per share................. $8,379,813 $1.00 $8,379,813 $2,485.02
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(1) Estimated solely for purposes of determining the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the securities being registered are:
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<S> <C>
SEC Filing Fees............................................. $ 2,485
Legal Fees and Expenses..................................... 40,000
Accounting Fees and Expenses................................ 6,500
Printing and Engraving Fees................................. 13,000
Registrar, Subscription Agent and Information Agent Fees and
Distribution Costs........................................ 50,000
Stock Exchange Listing Fees................................. 17,500
Miscellaneous............................................... 12,000
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Total Expenses......................................... $141,485
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against claims and liabilities against
them in their capacities as such. Article Seventh of the Restated Certificate of
Incorporation of the Company provides for indemnification of the Company's
officers and directors to the fullest extent allowed by Delaware law.
ITEM 16. EXHIBITS
The exhibits listed on the Exhibit Index on page II-4 of this Registration
Statement have been previously filed, are filed herewith, will be filed by
amendment or are incorporated herein by reference to other filings.
ITEM 17. UNDERTAKINGS
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;
(ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs in contained in the
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference herein.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time will 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.
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(4) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this Registration Statement will be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time will be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 the appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed by the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boise, State of Idaho, on December 30,
1997.
AMERICAN ECOLOGY CORPORATION
By: /s/ JACK K. LEMLEY
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Jack K. Lemley
Chairman of the Board,
Chief Executive Officer and
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.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ JACK K. LEMLEY Chairman of the Board, Chief December 30, 1997
- ------------------------------------------------ Executive Officer, President and
Jack K. Lemley Director
/s/ ROBERT S. THORN Chief Accounting Officer December 30, 1997
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Robert S. Thorn
* Director December 30, 1997
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Rotchford L. Barker
* Director December 30, 1997
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Paul C. Bergson
* Director December 30, 1997
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Keith D. Bronstein
* Director December 30, 1997
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Edward F. Heil
* Director December 30, 1997
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Paul F. Schutt
* Director December 30, 1997
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John J. Scoville
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*By: /s/ PHILLIP K. CHATTIN
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Phillip K. Chattin,
Attorney in Fact
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LIST OF EXHIBITS
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
4.1* Specimen Common Stock Certificate
4.2* Form of Subscription Certificate
4.3* Form of Subscription Agent Agreement
5.1 Opinion of Jenner & Block as to legality of Common Stock
being registered
23.1* Consent of Balukoff, Lindstrom & Co., P.A.
23.2* Consent of Arthur Andersen LLP
23.3* Consent of Jenner & Block (incorporated in opinion filed as
Exhibit 5.1)
24.1* Power of Attorney
99.1* Instructions to Shareholders re Subscription Certificate
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*Previously filed
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[JENNER & BLOCK LETTERHEAD] EXHIBIT 5.1
Larry D. Blust
December 30, 1997
American Ecology Corporation
805 West Idaho
Suite 200
Boise, Idaho 83702
Gentlemen:
We have acted as counsel to American Ecology Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the offer and sale by
the Company of up to 8,379,813 shares of its Common Stock, par value $.01 per
share (the "Shares"). We have examined the Registration Statement as filed by
the Company with the Commission. We have additionally reviewed such other
documents and have made such further investigations as we have deemed necessary
to enable us to express the opinions hereinafter set forth.
Based on the foregoing, we hereby advise you that in our opinion the
Shares have been duly authorized by the Company and, when issued by the Company
in accordance with the terms and conditions described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JENNER & BLOCK
By: /s/ Larry D. Blust
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A Partner
