As filed with the Securities and Exchange Commission on January 9, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
WasteMasters, Inc.
(Exact Name of Issuer as Specified in Its Charter)
Maryland 52-1507818
(State of Incorporation) (I.R.S. Employer ID No.)
11940 Coman Road, Waldron, Michigan 49288, Telephone: (517) 286-6555
(Address and Telephone Number of Principal Executive Offices)
1996 Employee, Consultant and Advisor Stock Compensation Plan
(Full Title of the Plan)
Agent for Service:
Mr. Richard D. Masters
President and Chief Executive Officer
WasteMasters, Inc.
11940 Coman Road
Waldron, Michigan 49288
Telephone: (517) 286-6555
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered per Share* Offering Price* Registration Fee
<S> <C>
Common Stock 1,205,000 shares** $0.2642 $ 318,361 $109.77
</TABLE>
* Calculated in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee and based upon
the closing price of the Common Stock as reported through The NASDAQ SmallCap
Market on January 6, 1997.
** Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares of Common
Stock to be offered and sold pursuant to the antidilution provisions of the 1996
Employee, Consultant and Advisor Stock Compensation Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, the Company hereby incorporates by reference the contents of the Company's
registration statement on Form S-8 (No. 333-10723), originally filed with the
Securities and Exchange Commission on August 23, 1996, relating to the 1996
Employee, Consultant and Advisor Stock Compensation Plan except for items that
are restated in this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Patton Boggs, L.L.P., Washington, D.C. and
Baltimore, Maryland, has rendered an opinion to the effect that the Common Stock
offered hereby, if and when issued in accordance with the Plan, will have been
validly issued, fully paid and nonassessable. Certain lawyers in Patton Boggs,
L.L.P. beneficially own approximately 13,304 shares of the Company's Common
Stock. As of January 7, 1997, Patton Boggs, L.L.P. beneficially owns 814,000
shares of the Company's Common Stock. As of October 31, 1996, Patton Boggs,
L.L.P. was owed approximately $608,091.72 for legal services rendered and
disbursements incurred on behalf of the Company and its affiliates. Patton
Boggs, L.L.P. expects that it may be offered shares registered under this
Registration Statement in payment of the Company's obligations to the firm.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit
Index, which is incorporated herein by this reference.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the Town of Waldron, State of Michigan, on the 8th day of
January 1997.
WasteMasters, Inc.
By: /s/ RICHARD D. MASTERS
Richard D. Masters
President & Chief Executive Officer
- 2 -
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ RICHARD D. MASTERS President & Chief January 8, 1997
- -------------------------- Executive Officer and
Richard D. Masters Director (Principal Executive
and Financial Officer)
/s/ JULIUS W. BASHAM, III Director January 8, 1997
- --------------------------
Julius W. Basham, III
/s/ A. LEON BLASER Director January 8, 1997
- --------------------------
A. Leon Blaser
/s/ ROBERT E. FAHEY Director January 8, 1997
- --------------------------
Robert E. Fahey
- -------------------------- Director January 8, 1997
Ronald W. Pickett
</TABLE>
- 3 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number Identification
4.1 WasteMasters, Inc. 1996 Employee, Consultant and Advisor Stock
Compensation Plan
4.2 Form of Stock Payment Agreement under 1996 Employee, Consultant and
Advisor Stock Compensation Plan (incorporated by reference to Exhibit
4.2 to the Registration Statement on Form S-8 of the Company filed on
August 23, 1996, Registration No. 333-10723)
5 Opinion regarding Legality
23.1 Consent of Turner, Jones & Associates, P.C. to the use of its opinion
included in the Annual Report of the Company on Form 10-KSB for the
fiscal year ended December 31, 1995
23.2 Consent of Patton Boggs, L.L.P. to the filing of its opinion with
respect to the legality of the securities being registered (included
in Exhibit No. 5)
E - 1
Exhibit 4.1
WasteMasters, Inc.
1996 EMPLOYEE, CONSULTANT AND ADVISOR
STOCK COMPENSATION PLAN
1. Purpose, Effectiveness of the Plan.
(a) The purpose of this Plan is to advance the interests of the
Company and its stockholders by permitting the Company to discharge,
through the issuance of shares of Stock, certain liabilities for
compensation due to employees, consultants and advisors for services
rendered.
(b) This Plan will become effective on the date of its
adoption by the Board, and will remain in effect until terminated by
the Board under section 8 hereof.
2. Certain Definitions. Unless the context otherwise requires, the
following defined terms (together with any other capitalized terms
defined elsewhere in this Plan or in a Stock Payment Agreement
entered into under the Plan) will govern the construction of this
Plan, and of any such Stock Payment Agreement:
"1933 Act" means the federal Securities Act of 1993, as amended;
"Board" means the Board of Directors of the Company;
"Code" means the Internal Revenue Code of 1986, as amended;
"Company" means WasteMasters, Inc., a Maryland corporation;
"Eligible Person" has the same meaning as the term "employee" in Form
S-8, except that the term "Eligible Person" does not include any
person within the definition of the term "affiliate" under Rule 144
under the 1993 Act.
"Fair Market Value" means, with respect to securities as of any date,
the market price of such securities determined as follows:
(i) If the securities were traded on a national securities
exchange on the date in question, then the Fair Market Value
will be equal to the closing price reported by the
applicable composite-transactions report for such date;
(ii) If the securities were traded over-the-counter on the date
in question and last-transaction reporting was available for
the securities, then the Fair Market Value will be equal to
the last-transaction price reported for such date;
(iii) If the securities were traded over-the-counter on the date
in question but last-transaction reporting was not available
for the securities, then the Fair Market Value will be equal
to the average of the last reported representative bid and
asked prices quoted for such date; and
(iv) If none of the foregoing provisions is applicable, then the
Fair Market Value will be determined by the Board in good
faith on such basis as it deems appropriate.
"Form S-8" means Form S-8 as adopted by the U.S. Securities and
Exchange Commission.
"Participant" means an Eligible Person to whom Stock is issued
hereunder;
"Plan" means this 1996 Employee, Consultant and Advisor
Stock Compensation Plan of the Company;
"Stock" means shares of the Company's Common Stock, $0.01 par
value;
"Stock Payment Agreement" means an agreement between the Company
and a Participant, in form and substance satisfactory to the
Board in its sole discretion, consistent with this Plan;
"Subsidiary" has the same meaning as the term "subsidiary
corporation" in section 424(f) of the Code;
3. Eligibility. The Company may issue stock under this Plan only to an
Eligible Person and only to discharge accrued liabilities for
compensation due to such person for services rendered to the Company
or a Subsidiary, provided that such issuance qualifies for
registration on Form S-8.
4. Issuance Price. Unless otherwise specifically provided in a Board
resolution authorizing an issuance of Stock under this Plan, the per
share issuance price of such Stock will be equal to the average of
the Fair Market Values per share on the 10 trading days immediately
preceding the execution of a Stock Payment Agreement by a duly
authorized officer of the Company, so that the number of shares
issued will equal the liability discharged by the issuance divided by
such average, rounded up to the nearest number of whole shares;
5. Administration.
(a) Authority and Discretion of Board. The Board will administer the
Plan, and will have full and final authority in its discretion,
at any time and from time to time, subject only to the express
terms, conditions and other provisions of the Company's charter
and by-laws, this Plan, and the specific limitations on such
discretion set forth herein:
(i) to select and approve the persons who will be
issued Stock under this Plan from among Eligible
Persons, and to authorize the issuance of shares of
Stock under the Plan to any person so selected in
such number as the Board may determine consistent
with Section 4 hereof; and
(ii) to interpret this Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan,
and to make all other determinations necessary or
advisable for the operation and administration of
the Plan.
(b) Stock Payment Agreements. Stock may be issued hereunder
only upon the execution and delivery of a Stock Payment
Agreement by a Participant and a duly authorized officer of
the Company. Stock will not be deemed issued hereunder
merely upon the authorization of such issuance by the Board.
6. Shares Reserved for Issuance.
(a) Issuance Pool. The aggregate number of shares of Stock that
may be issued pursuant to this Plan may not exceed 6,000,000
(the "Issuance Pool").
(b) Adjustments Upon Changes in Stock. In the event of any
change in the outstanding Stock of the Company as a result
of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification,
appropriate proportionate adjustments will be made in the
aggregate number of shares of Stock in the Issuance Pool
that have not been issued hereunder;
7. Terms of Stock Payment Agreements. Each issuance of Stock under this
Plan will be evidenced by a Stock Payment Agreement. Without limiting
the foregoing, each Stock Payment Agreement (unless otherwise stated
therein) will be deemed to include the following terms and
conditions.
(a) Qualification of Stock. The right to receive Stock
authorized for issuance under this Plan will be subject to
the requirement that if at any time the Board determines, in
its discretion, that the listing, registration or
qualification of the shares of Stock to be received upon any
securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of or in
connection with the issuance or the acceptance of such
shares by the Participant, such shares may not be issued,
unless and until such listing, registration, qualification,
consent or approval is effected or obtained free of any
conditions not acceptable to the Board, in its discretion.
(b) Representations, Warranties and Agreements of Participants.
By accepting Stock under this Plan, a Participant will be
deemed to represent, warrant and agree as follows:
(i) The Participant understands that transfer of the
Stock issued hereunder requires full compliance
with the provision of all applicable laws.
(ii) Unless an exemption is available or a registration
statement is in effect with respect to the sale of
Stock issued hereunder, the Participant will accept
the Stock for the Participant's own account and not
with a view to distribution within the meaning of
the 1933 Act, other than as may be effected in
compliance with the 1933 Act and the rules and
regulations promulgated thereunder.
(c) Compliance with Law. Notwithstanding any other provision of
this Plan, Stock may be issued hereunder only after there
has been compliance with all applicable federal and state
securities laws, and such issuances will be subject to this
overriding condition. The Company will not be required to
register or qualify Stock issued hereunder with the
Securities and Exchange Commission or any state agency.
(d) Stock Certificates. Certificates representing the Stock
issued hereunder will bear any legends required by law and
necessary to effectuate this Plan's provisions. The Company
may place a "stop transfer" order against shares of Stock
issued hereunder until all restrictions and conditions set
forth in this Plan and in the legends referred to in this
section 7(d) have been complied with.
(e) Other Provisions. The Stock Payment Agreement may contain
such other terms and conditions, including special
forfeiture conditions, rights of repurchase, rights of first
refusal and other restrictions on transfer of Stock not
inconsistent with this Plan, as may be determined by the
Board in its sole discretion.
(f) Withholding Taxes. As a condition to the issuance of shares
of Stock under this Plan, the Participant will pay to the
Company in cash, or in such other form as the Board may
determine in its discretion, the amount of any tax
withholding liability of the Company required in connection
with such issuance. For these purposes, "tax withholding
liability" will mean all federal and state income taxes,
social security tax, and any other taxes applicable to the
compensation income arising from the transaction required by
applicable law to be withheld by the Company. The Board, in
its discretion, may permit a particular Participant to pay
all or a portion of the tax withholding liability either by
surrendering securities of the Company already owned by such
Participant or by withholding shares of Stock to be issued
under the particular Stock Payment Agreement, if the Board
determines that the Fair Market Value of such surrendered
securities or withheld Stock is equal to the corresponding
portion of the tax withholding liability to be paid.
8. Amendments and Discontinuance. The Board may amend, suspend or
discontinue this Plan at any time or from time to time.
9. Citations to Statutes. References in this Plan to any statutes,
regulations, official forms or portions thereof are intended to
refer to the statutes, regulations, official forms or portions
thereof in force at the time of the Plan's adoption by the Board and
as subsequently amended, or to any substantially similar successor
statutes, regulations, official forms or portions thereof resulting
from recodification, renumbering, or other enactment or
promulgation.
10. Notices. Any notice to be given to the Company under the terms of
this Plan or under a Stock Payment Agreement may be addressed to the
Company at its principal executive office, Attention: Corporate
Secretary, or at such other address as the Company may designate in
writing. Any notice to be given to an Participant will be addressed
to the Participant at the address set forth in the applicable Stock
Payment Agreement or otherwise provided to the Company by the
Participant. Any such notice will be deemed to have been duly given
if and when enclosed in a properly sealed envelope, addressed as
aforesaid, registered and deposited, postage and registry fee
prepaid, in a post office or branch post office regularly maintained
by the United States Government.
11. Governing Law. This Plan will be governed by, and construed in
accordance with, the laws of the State of Maryland, without regard
to the choice of law provisions of the law of the State of Maryland.
12. Copies of Plan. A copy of this Plan will be delivered to each
Participant at or before the time the Participant executes a Stock
Payment Agreement.
* * * * * *
Date Plan Adopted by Board of Directors: December 24, 1996
EXHIBIT 4.2
WASTEMASTERS, INC.
1996 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
STOCK PAYMENT AGREEMENT
1. Agreement to Accept and Issue Shares. The undersigned employee, consultant
or advisor (the "Participant") participating in the 1996 Employee, Consultant
and Advisor Stock Compensation Plan (the "Plan") of WasteMasters, Inc., a
Maryland corporation (the "Company"), hereby agrees to accept, and the Company
agrees to issue, shares of the Company's $.01 par value Common Stock, in
accordance with Section 2 of this Agreement. A copy of the Plan has been
delivered to the Participant. This Agreement is subject to all the terms and
conditions set forth herein as well as the terms and conditions of the Plan,
which are incorporated herein by reference. If there is any inconsistency or
discrepancy between the terms and conditions of this Agreement and the Plan,
the terms and conditions of the Plan will prevail.
2. Numbers and Purpose of Shares to be Issued.
a. The number of the shares to be issued and delivered by the Company
and accepted by the Participant under the Plan, and the amount of the
Company's compensation liability to the Participant to be
extinguished by such issuance, are set forth below:
Compensation Liability
No. of Shares Extinguished
------------- ----------------------
The Participant agrees to accept such number of shares in full
payment and satisfaction of such liability.
b. Any amount for wages described above is based upon the gross wages of
the Participant less any and all applicable tax and other
withholdings and deductions required by law, which the Company shall
remit directly to the appropriate authorities if and when due and
owing.
3. Representations of Participant. The Participant represents and acknowledges
that the Participant:
a. has received, reviewed and understands the contents of the document
prepared by the Company entitled "Information for Participants,"
which contains information on the Plan, includes a copy of the
Plan as Exhibit A, and constitutes a prospectus under Section 10(a)
of the Securities Act of 1933, as amended;
b. has had an opportunity to request and, if so requested, to copy or
examine all documents, records and books pertaining to the
Participant's participation in the Plan,
<PAGE>
including all documents specifically incorporated by reference in
the prospectus discussed above;
c. has had an opportunity to ask questions of and, if asked, to receive
satisfactory answers from the Company, through its executive officers
and other representatives acting on its behalf, concerning the terms
and conditions for the Plan and the business, affairs and prospects
of the Company;
d. understands that the Company has not guaranteed the amount of gross
or net proceeds realizable to the Participant upon any sale of
shares of Common Stock of the Company received by the Participant
under the Plan;
e. is not a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with the Company; and
f. rendered bona fide services to the Company or a subsidiary of the
Company, as a result of which the compensation liability to be
extinguished by the Company's performance of this Agreement arose,
and such services were not rendered in connection with the offer
or sale of securities in a capital-raising transaction.
4. General.
a. Binding Agreement; Non-Assignability. The terms and conditions of
this Agreement shall be binding upon and enure to the benefit of
the personal representatives, heirs, devisees, successors and
assigns of the respective parties hereto; but none of the rights or
obligations of the Participant under this Agreement are assignable.
b. Entire Agreement. This Agreement and any documents incorporated
herein by reference constitute the entire understanding of the
parties with respect to the subject matter hereof and supersede
all prior agreements or understandings, written or oral, and no
amendment, modification, or alteration of the terms of this Agreement
shall be binding unless the same is in writing, dated after the date
hereof and duly approved and executed by each of the parties hereto.
c. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed to be illegal
or invalid for any reason whatever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
d. Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to
describe, interpret, define or limit the scope, extent or intent
hereof.
e. Application of Maryland Law. This Agreement, and the application
and interpretation thereof, shall be governed exclusively by its
terms and conditions and by the laws of the State of Maryland,
without regard to the choice of law provisions of the State of
Maryland. Venue for purposes of enforcing this agreement shall be
exclusively in the City of Baltimore, Maryland.
2
<PAGE>
f. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement on the dates set forth beneath their signatures below.
WASTEMASTERS, INC.
By:____________________________________________
Printed Name:__________________________________
Title:_________________________________________
Date:__________________________________________
PARTICIPANT:
Signature:_____________________________________
Printed Name:__________________________________
Residence Address:_____________________________
_______________________________________________
Date:__________________________________________
3
January 7, 1997
WasteMasters, Inc.
11940 Coman Road
Waldron, Michigan 49288
Registration Statement on Form S-8 for 1996 Employee, Consultant and
Advisor Stock Compensation Plan of WasteMasters, Inc.
Gentlemen:
You have requested our opinion as counsel for WasteMasters, Inc., a Maryland
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, of 1,205,000 shares of the Company's $.01 par value
Common Stock (the "Shares") under its 1996 Employee, Consultant and Advisor
Stock Compensation Plan (the "Plan"). The issuance is being registered under a
Registration Statement on Form S-8 to be filed by the Company with the U.S.
Securities and Exchange Commission on or about January 9, 1997 (the
"Registration Statement").
In connection with this opinion, we have examined such documents and records of
the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein as we have deemed necessary or advisable for the purposes of
this opinion.
Based on the foregoing, it is our opinion that the Shares, if and when issued in
accordance with the Plan, will have been legally issued and will be fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for such issuance, that
the consideration actually received by the Company for the Shares exceeds the
par value thereof and that those persons to whom the Shares are to be issued
qualify for participation in an offering of securities which are registered
pursuant to Form S-8.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PATTON BOGGS, LLP
Patton Boggs, L.L.P.
JRD/kak
EXHIBIT 23.1
TURNER, JONES & ASSOCIATES, P.C.
Certified Public Accountants
8245 Boone Boulevard, Suite 704
Vienna, Virginia 22182
(703) 506-6800
FAX (703) 448-8610
Mr. Richard D. Masters
WasteMasters, Inc.
11940 Coman Road
Waldron, Michigan 49288
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, of our report, dated on or about January 9, 1997
appearing on page 20 of the Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 of Wastemasters, Inc. (formerly F&E Resource Systems
Technology, Inc.).
/s/ TURNER JONES & ASSOCIATES, P.C.
Turner Jones & Associates, p.c.
January 8, 1997
Member American Institute of Certified Public Accountants
