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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1999.
Registration No. 333-________
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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
- ------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED
1992 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
L. Gary Davis
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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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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<S> <C> <C> <C> <C>
Common stock, $0.01 500,000 $1.50 $750,000.00 $198.00
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 plan, 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 17, 1999, with
respect to 500,000 additional shares of Common Stock available for issuance
under the stock option plan identified above.
This Registration Statement covers 500,000 additional shares of American Ecology
Corporation (the "Company") common stock which may be issued to its employees as
allowed in the American Ecology
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Corporation Amended and Restated 1992 Employee Stock Option Plan ("Plan").
Previously, the Company registered 600,000 shares December 16, 1992 and 200,000
shares July 21, 1994 for issuance as allowed in the Plan. These previous
registrations (Nos. 33 - 55762 and 33 - 81814) are hereby incorporated by
reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
5 Opinion and consent of Robert M. Trimble, Secretary and General
Counsel of the Company, regarding stock
23.1 Consent of Balukoff Lindstrom & Company, N.A.
*99.1 American Ecology Corporation Amended and Restated 1992 Employee
Stock Option Plan (incorporated by reference as Exhibit A of the
Company's Proxy Statement dated April 13, 1999)
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* Incorporated by reference.
2
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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 17th day of December,
1999.
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 17, 1999
- ------------------------------------ Chief Executive Officer and President
Jack K. Lemley
/s/ James R. Baumgardner Senior Vice President and December 17, 1999
- ------------------------------------ Chief Financial Officer
James R. Baumgardner
/s/ Rotchford L. Barker Director December 17, 1999
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Rotchford L. Barker
/s/ Paul C. Bergson Director December 17, 1999
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Paul C. Bergson
/s/ Keith D. Bronstein Director December 17, 1999
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Keith D. Bronstein
/s/ Patricia M. Eckert Director December 17, 1999
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Patricia M. Eckert
/s/ Edward F. Heil Director December 17, 1999
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Edward F. Heil
/s/ Paul F. Schutt Director December 17, 1999
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Paul F. Schutt
/s/ John J. Scoville Director December 17, 1999
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John J. Scoville
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EXHIBIT INDEX
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Exhibit No. Exhibit
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<S> <C>
5 Opinion and consent of Robert M. Trimble, Secretary and General
Counsel of the Company, regarding stock
23.1 Consent of Balukoff Lindstrom & Company, P.A.
*99.1 American Ecology Corporation Amended and Restated 1992 Employee
Stock Option Plan (incorporated by reference as Exhibit A of the
Company's Proxy Statement dated April 13, 1999)
</TABLE>
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* Incorporated by reference.
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EXHIBIT 5
December 17, 1999
American Ecology Corporation
805 West Idaho, Suite 200
Boise, Idaho 83702
Gentlemen:
I am Secretary and 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 employees of the Company of an additional 500,000 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 Employee Stock Option Plan (the "Plan") or
as provided in the Plan. Such 500,000 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,
Robert M. Trimble
General Counsel
RMT/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.
/s/ BALUKOFF, LINDSTROM & CO., P.A.
Balukoff, Lindstrom & Co., P.A.
Boise, Idaho
December 17, 1999
