As filed with the Securities and Exchange Commission on
March 25, 1999
Registration No. 333-72795
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WASTEMASTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1507818
(State of Incorporation) (I.R.S. Employer ID No.)
1117 Perimeter Center West, Suite 500 East,
Atlanta, Georgia 30338
(404) 888-0158
(Address and Telephone Number of
Principal Executive Offices)
1999 Employee, Consultant and Advisor Stock Compensation Plan
(Full title of the plan)
Michael J. Smith, President
WasteMasters, Inc.
1117 Perimeter Center West, Suite 500 East
Atlanta, Georgia 30338
Telephone: (404) 888-0158
(Name and address of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Mottern, Fisher & Rosenthal, P.C.
2300 Northlake Centre Drive, Suite 200
Tucker, Georgia 30084
Telephone: (770) 496-4565
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CALCULATION OF REGISTRATION FEE
========================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
---------- ------------- --------- ---------- ------------
Common 10,000,000 $0.3125 $3,125,000 $868.75
Stock shares
(1) Calculated based on Rule 457 under the Securities Act of 1933, as
amended, solely for the purposes of calculating the registration fee and
based upon the closing bid price of the Common Stock as reported through
the NASDAQ SmallCap Market on March 24, 1999.
(2) 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
provides of the 1999 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
regsitration statement on Form S-8 (No. 333-10723), originally filed with the
Securities and Exchange Commission on February 23, 1999, relating to the 1999
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 Registrant, Mottern, Fisher & Rosenthal, P.C., 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. Mottern, Fisher & Rosenthal, P.C.
beneficially owns approximately 180,000 shares of the Registrant's common
stock. Mottern, Fisher & Rosenthal, P.C. expects that it may be offered
shares registered under this Registration Statement in payment of the
Registrant's obligations to the firm.
ITEM 8. Exhibits.
Exhibit No. Exhibit
4.1 WasteMasters, Inc. 1999 Employee, Consultant and
Advisor Stock Compensation Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement
on Form S-8 of the Company filed on February 23, 1999,
Registration No. 333-72795)
4.2 Form of Stock Payment Agreement under 1999 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 February 23, 1999, Registration No. 333-72795)
5 Opinion re Legality
23.1 Consent of Turner, Jones & Associates, P.C. to the use
of its opinion included in the Annual Report of the
Registrant on Form 10-KSB for the fiscal year ended
December 31, 1997.
23.2 Consent of Mottern, Fisher & Rosenthal, P.C. to the
filing of its opinion with respect to the legality of
the securities being registered hereby (included in
Exhibit No. 5)
<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 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 Atlanta, State of
Georgia, on March 25, 1999.
WASTEMASTERS, INC.
By: /s/ Leon Blaser
Leon Blaser
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.
Signature Title Date
/s/ Leon Blaser Chairman and Chief March 25, 1999
Executive Officer
/s/ Michael J. Smith Director and President March 25, 1999
/s/ Douglas Holsted Director, Secretary and March 25, 1999
Chief Financial Officer
Exhibit 5
[letterhead of Mottern, Fisher & Rosenthal, P.C.]
March 25, 1999
WasteMasters, Inc.
1117 Perimeter Center West
Suite 500 East
Atlanta, Georgia
Ladies and Gentlemen:
You have requested my opinion as counsel for WasteMasters, Inc., a
Maryland corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and the issuance by the Company of up
to 10,000,000 shares of Common Stock, issuable under the 1999 Employee,
Consultant and Advisor Stock Compensation Plan of the Company.
I have examined the Company's Registration Statement on Form S-8 as
filed with the Securities and Exchange Commission on or about February 23,
1999 (the "Registration Statement"), and the form of amendment to be filed
with the Securities and Exchange Commission on or about March 25, 1999. I
further have examined the Certificate of Incorporation, as amended, of
the Company as filed with the Secretary of State of the State of Maryland,
the By-laws, and the minute books of the Company as a basis for the
opinion hereafter expressed.
Based on the foregoing examination, I am of the opinion that, upon
issuance in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be
legally issued, fully paid and nonassessable shares of the capital stock
of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Robert J. Mottern
Mottern, Fisher & Rosenthal, P.C.
Exhibit 23.1
[letterhead of Turner, Jones & Associates, P.C.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of WasteMasters, Inc. of our report, dated on or
about April 8, 1998, and amended July 31, 1998, relating to the financial
statements of WasteMasters, Inc. for the year ended December 31, 1997,
included in the Form 10-KSB of WasteMasters, Inc. for the fiscal year
ended December 31, 1997
/s/ Turner, Jones & Associates, p.c.
Turner, Jones & Associates, p.c.
March 25, 1999
