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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PDG ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2677298
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA 15146
(Address of principal executive offices) (Zip Code)
CONSULTANT COMPENSATION PLAN
(Full title of the plan)
Dulcia Maire, Secretary
300 Oxford Drive
Monroeville, Pennsylvania 15146
(Name and address of agent for service)
(412) 856-2200
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock 450,000 shares $0.375 $168,750 $58.19
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Corporation with the Securities
and Exchange Commission, are incorporated herein by reference:
(a) Annual Report on Form 10-K/A No. 1, dated May 31, 1996, for the fiscal
year ended January 31, 1996.
(b) Quarterly Report on Form 10-Q dated June 14, 1996 for the three months
ended April 30, 1996.
(c) Description of Common Stock of PDG Environmental, Inc. included in its
Certificate of Incorporation, Certificate of Amendment to the
Certificate of Incorporation and the Amended and Restated By-laws
filed as Exhibits 3.1, 3.2 and 3.3, respectively, to its Annual Report
on Form 10-K for the year ended January 31, 1996.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
At the Annual Meeting on June 25, 1991, the Corporation's stockholders
approved a Certificate of Amendment (the "Amendment") to the Corporation's
Certificate of Incorporation to provide for indemnification rights of directors,
officers, employees and agents as permitted by the Delaware General Corporation
Law ("DGCL") and to clarify the limitation of liability of the Corporation's
directors pursuant to the DGCL. In addition, the Board of Directors amended the
By-Laws of the Corporation to provide for the indemnification of the directors,
officers, employees and agents of the Corporation to the fullest extent
permissible pursuant to Section 145 of the DGCL.
The Amendment provided additional protection to directors, officers and
other persons consistent with the indemnification provisions of Section 145 of
the DGCL. As permitted by the DGCL, the Amendment provided that the Corporation
shall indemnify its directors and officers against expenses ( including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation -- a "derivative action"), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative action, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action and court approval is required
before there can be any indemnification where the person seeking indemnification
has been found to be liable to the Corporation.
As further permitted by the DGCL, the Amendment provides that the
Corporation will pay the litigation expenses of a director or officer as they
are incurred. Under the Amendment, directors and officers would be given
advance assurance that their litigation expenses will be paid by the Corporation
subject to their agreement to repay any such amounts if it is ultimately
determined that they are not entitled to be indemnified.
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The Amendment provides for indemnification only as authorized in the
specific case upon a determination that the person seeking indemnity has met the
applicable standard of conduct. Said determination can be made by the majority
vote of disinterested members of the Board of Directors, by independent legal
counsel or by the stockholders.
The indemnification requirements might have a significant adverse
effect on the Corporation and its stockholders in the event of a substantial
judgment or settlement with respect to a director or officer entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The warrants pursuant to which the common stock registered hereby will
be issued were granted or are planned to be granted pursuant to a privately
negotiated transaction with a single consultant to the Corporation. The
negotiated transaction did not involve a public offer or sale and was intended
to be exempt from the Registration requirements of the Securities Act of 1933
pursuant to Section 4(2) of such Act.
ITEM 8. EXHIBITS
The following exhibits have been filed as part of this registration
statement.
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Pages of
Sequential
Exhibit Index Numbering System
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5.1 Opinion of Thorp, Reed & Armstrong, counsel for the Corporation
as to the legality of the securities being registered.
23.1 The consent of Ernst & Young, independent auditors.
23.2 The consent of Thorp, Reed & Armstrong, counsel for the
Corporation (Included in Exhibit 5.1)
24.1 Power of Attorney of certain directors.
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ITEM 9. 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 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.
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(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.
(4) 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 that is incorporated by reference in the
registration statement 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.
(5) 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 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 appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 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 it has reasonable grounds to believe that is 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 Monroeville, State of Pennsylvania, on July 15,
1996.
PDG ENVIRONMENTAL, INC.
By /s/ John C. Regan
------------------------------------
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
date indicated.
/s/ John C. Regan July 15, 1996
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Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
By /s/ John C. Regan
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/s/Richard A. Bendis John C. Regan, Attorney-in-Fact
- ------------------------------------------ July 15, 1996
Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Pages of
Sequential
Exhibit Numbering
Number Description System
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<S> <C>
5.1 Opinion of Thorp, Reed & Armstrong, counsel
for the Corporation as to the legality of the
securities being registered.
23.1 The consent of Ernst & Young, independent
auditors.
24.1 Power of Attorney of certain directors.
</TABLE>
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LOGO Exhibit 5.1
ATTORNEYS AT LAW SINCE 1895
PDG Environmental, Inc.
300 Oxford Drive July 19, 1996
Monroeville, Pennsylvania 15146
Ladies and Gentlemen:
We have acted as counsel for PDG Environmental, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of 450,000 shares
(the "Shares") of common stock, par value $.02 per share, of the Company's
("Common Stock") reserved for issuance upon the exercise of stock purchase
warrants ("Warrants") granted pursuant to the Company's Consultant Compensation
Plan (the "Plan"), as described in the Registration Statement.
In connection with this opinion, we have examined a copy of the
Registration Statement, copies of the Company's articles of incorporation and
bylaws, and such other instruments and documents as we have deemed necessary as
a basis for the opinions hereinafter expressed. In giving such opinions, we
have assumed that all signatures on all documents examined by us are genuine,
that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and
complete.
Based on the foregoing, and subject to the assumptions and limitations
herein set forth, we are of the opinion that the Shares to be issued upon
exercise of Warrants granted pursuant to the Plan, as described in the
Registration Statement, when issued, in accordance with the Plan, will be
validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the applicable laws of the
Commonwealth of Pennsylvania and the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Thorp Reed & Armstrong
One Riverfront Center
Pittsburgh, PA 15222-4895
412 394-7711
412 394-2555 Fax
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Consultant Compensation
Plan of PDG Environmental, Inc. dated June 19, 1996 of our report dated
March 20, 1996 (except for Notes 3 and 7 as to which the date is
April 25, 1996), with respect to the consolidated financial statements of
PDG Environmental, Inc. included in its Annual Report (Form 10-K) for the year
ended January 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
July 18, 1996
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Exhibit 24.1
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT, the undersigned director of PDG
ENVIRONMENTAL, INC., a Delaware Corporation, does make, constitute and appoint
JOHN C. REGAN, with full power and authority to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead in any and
all capacities, to sign the Registration Statement on Form S-8 for the
Consultant Compensation Plan as of June 19, 1996 and to file such Registration
Statement, so signed, with all exhibits thereto, with the Securities and
Exchange Commission, hereby further granting unto said attorney-in-fact full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person; the undersigned hereby ratifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
15th day of July, 1996.
/s/ RICHARD A. BENDIS (SEAL)
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Richard A. Bendis, Director
