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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998.
Registration No. 33-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN ECOLOGY CORPORATION
(Exact name of registrant as specified in the charter)
DELAWARE 95-3889638
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED
1992 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Phillip K. Chattin, Esq.
AMERICAN ECOLOGY CORPORATION
805 West Idaho, Suite 200
Boise, Idaho 83702-1779
(Name and address of agent for service)
(208) 331-8400
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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=========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common stock, $0.01 300,000 $1.22 $366,000.00 $102.00
per share par value
("Common Stock")
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(1) Represents the additional number of shares of Common Stock which could be
purchased pursuant to the above stock option plans, as amended.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h) based on the market price on December 28, 1998, with
respect to 300,000 additional shares of Common Stock available for issuance
under the stock option plan identified above.
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This Registration Statement covers 300,000 additional shares of American Ecology
Corporation (the "Company") common stock which may be issued to its outside
directors as allowed in the American Ecology Corporation Amended and Restated
1992 Outside Director Stock Option Plan ("Plan"). Previously, the Company
registered 150,000 shares December 16, 1992 and 200,000 shares July 21, 1994 for
issuance as allowed in the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the employee benefit plan information required
by Item 1 of this Form and the statement of availability of registrant
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. The registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the registrant shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the year ended December 31, 1997; (b) Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998; (c) Exhibit A of
the Company's Proxy Statement dated April 8, 1998; (d) the Company's
Registration Statement on Form 10 dated March 8, 1994, as to the description of
the securities therein; and (e) the Company's Form 8-K dated November 13, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Phillip K. Chattin, Esq., General Counsel of the Company, owns options
to purchase 1,500 shares of Common Stock of the Company granted under the
Company's Amended and Restated 1992 Stock Option Plan. Three hundred of the
1,500 options are vested and therefore currently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Company's Restated Certificate of Incorporation,
as amended, provides that the Company shall indemnify its directors and officers
to the fullest extent authorized by the Delaware General Corporation Law.
Article Seven of the Company's Restated Certificate of Incorporation, as
amended, contains a provision, authorized by Section 102(b)(7) of the Delaware
General Corporation Law, which provides that a director of the Company shall not
be personally liable to the Company or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except for liability of the director
(a) for any breach of the director's duty of loyalty to the Company or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware General Corporation Law, relating to the payment of unlawful
dividends or unlawful stock repurchases, or redemptions, or (d) for any
transaction from which the director derived an improper personal benefit.
Article Seven of the Company's Restated Certificate of Incorporation,
as amended, also expressly authorizes the Company to purchase and maintain
insurance on behalf of such officers and directors. The Company has purchased a
directors' and officers' liability insurance policy which provides for insurance
of the directors and officers of the Company against certain liabilities they
may incur in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Exhibit
5 Opinion and consent of Phillip K. Chattin, Esq.,
General Counsel of the Company, regarding stock
23.1 Consent of Balukoff Lindstrom & Company, P.A.
23.2 Consent of Arthur Andersen, LLP
*99.1 American Ecology Corporation Amended and Restated
1992 Outside Director Stock Option Plan (incorporated
by reference as Exhibit A of the Company's Proxy
Statement dated April 8, 1998)
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* Incorporated by reference.
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 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 Registration Statement is on Form S-3 or Form
S-8 and 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 any 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
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statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 Securities Act of 1933 and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on this 22nd day of December,
1998.
AMERICAN ECOLOGY CORPORATION
By: /s/ Jack K. Lemley
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Jack K. Lemley
Chairman and Chief Executive Officer
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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/s/ Jack K. Lemley Chairman of the Board December 22, 1998
- ------------------------------------ and Chief Executive Officer
Jack K. Lemley
/s/ Joseph J. Nagel President and December 22, 1998
- ------------------------------------ Chief Operating Officer
Joseph J. Nagel
/s/ Robert S. Thorn Vice President and December 22, 1998
- ------------------------------------ Chief Accounting Officer
Robert S. Thorn
/s/ Rotchford L. Barker Director December 22, 1998
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Rotchford L. Barker
/s/ Paul C. Bergson Director December 22, 1998
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Paul C. Bergson
/s/ Keith D. Bronstein Director December 22, 1998
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Keith D. Bronstein
/s/ Patricia M. Eckert Director December 22, 1998
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Patricia M. Eckert
/s/ Edward F. Heil Director December 22, 1998
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Edward F. Heil
/s/ Paul F. Schutt Director December 22, 1998
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Paul F. Schutt
Director
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John J. Scoville
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EXHIBIT INDEX
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Exhibit No. Exhibit
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5 Opinion and consent of Phillip K. Chattin, Esq.,
General Counsel of the Company, regarding stock
23.1 Consent of Balukoff Lindstrom & Company, P.A.
23.2 Consent of Arthur Andersen, LLP
*99.1 American Ecology Corporation Amended and Restated
1992 Outside Director Stock Option Plan (incorporated
by reference as Exhibit A of the Company's Proxy
Statement dated April 8, 1998)
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* Incorporated by reference.
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EXHIBIT 5
December 30, 1998
American Ecology Corporation
805 West Idaho, Suite 200
Boise, Idaho 83702
Gentlemen:
I am General Counsel of American Ecology Corporation, a Delaware
corporation (the "Company") and am rendering this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended. The Registration Statement relates to the offering and sale to
outside directors of the Company of an additional 300,000 shares of the
Company's common stock, $.01 per share par value (the "Common Stock"), which may
be issued upon either the exercise of options which may be granted under the
Company's Amended and Restated 1992 Outside Director Stock Option Plan (the
"Plan") or in payment of annual outside directors' fees, as provided in the
Plan. Such 300,000 shares of Common Stock are collectively referred to herein as
the "Additional Shares".
In such capacity, I have examined the corporate documents of the
Company, including its Restated Certificate of Incorporation, its Bylaws, each
amended to date, the Plan and resolutions adopted by the Company's board of
directors and stockholders. I have also examined the Registration Statement,
together with the exhibits thereto, and such other documents which I have deemed
necessary for the purposes of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that, when Additional
Shares have been duly issued in accordance with the applicable terms and
conditions of the Plan, the Common Stock so issued will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Phillip K. Chattin
----------------------
Phillip K. Chattin
General Counsel
PKC/jng
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC AUDITORS
To American Ecology Corporation:
As independent public accountants, we hereby consent to the use of our reports
and to all references to our firm included in or made a part of this
registration statement.
Balukoff, Lindstrom & Co., P.A.
Boise, Idaho
December 28, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 11, 1996
included in American Ecology Corporation's Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
Arthur Andersen, LLP
Houston, Texas
December 28, 1998
