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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
---------- ---------- --------- -------------- ---
<S> <C> <C> <C>
Common Stock 60,000 shares $2.50 $150,000 $51.72
</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-KSB, dated March 26, 1998, for the
fiscal year ended January 31, 1998.
(b) 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-KSB for the year
ended January 31, 1998.
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.
<TABLE>
<CAPTION>
Pages of
Sequential
Exhibit Index Numbering 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.
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.
</TABLE>
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 June 9, 1998.
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 June 9, 1998
- ------------------------------------------
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
By /s/ JOHN C. REGAN
/s/ RICHARD A. BENDIS ---------------------------------
- ------------------------------------------ John C. Regan, Attorney-in-Fact
Director June 9, 1998
By /s/ JOHN C. REGAN
/s/ EDWIN J. KILPELA ---------------------------------
- ------------------------------------------ John C. Regan, Attorney-in-Fact
Director June 9, 1998
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PROSPECTUS
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60,000 Shares
PDG ENVIRONMENTAL, INC.
Common Stock
(Par Value $.02 per Share)
Offered as set forth herein under the Consultant
Compensation Plan as of April 24, 1998 to certain
consultants of PDG Environmental, Inc. and its
subsidiaries.
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PDG Environmental, Inc. (the "Corporation") is subject to the
informational requirements of the Securities and Exchange Act of 1934, and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. The Corporation's securities are listed on NASDAQ.
The Corporation, upon the written or oral request of any person to whom
this Prospectus is delivered, shall undertake to provide, without charge to such
person, a copy of the documents incorporated by reference in Item 3 of Part II
of the Registration Statement and incorporated by reference into this Prospectus
and a copy of the Corporation's Annual Report to Stockholders for its latest
fiscal year. Such a request should be directed to Ms. Dulcia Maire, Secretary of
the Corporation, 300 Oxford Drive, Monroeville, Pennsylvania 15146 (Telephone
(412) 856-2200).
This Prospectus omits certain information relating to the securities
offered hereby which the Corporation has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to which, reference
is hereby made for further information with respect to the Corporation and such
securities.
TABLE OF CONTENTS
Description Page
General.......................................................................2
Terms of Warrants.............................................................2
Tax Effects of Plan Participation.............................................3
- --------------------------------------------------------------------------------
This document constitutes a prospectus covering securities that have been
registered under the Securities Act of 1933. The date of this Prospectus is June
9, 1998.
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CONSULTANT COMPENSATION PLAN
GENERAL
The Consultant Compensation Plan (the "Plan") of PDG Environmental, Inc.
(the "Corporation"), 300 Oxford Drive, Monroeville, Pennsylvania 15146 was
entered into on April 24, 1998 with Len Turano. The Plan provides for the
granting of stock options (hereinafter referred to as options) to purchase
shares of common stock of the Corporation to consultants of the Corporation and
its subsidiaries. There are now an aggregate 60,000 shares of the Corporation's
common stock covered by the Plan, subject to the adjustments provided for in the
Plan to prevent dilution.
The purpose of the Plan is to retain the services of consultants in a
public relations and promotional capacity to inform the general public,
brokerage community and other individuals of the Corporation's activities.
The total number of shares for which options may be granted under the
Plan is currently limited to 60,000 shares of common stock of the Corporation.
The shares of the Corporation's common stock reserved for issuance under the
Plan may be authorized and unissued shares or shares of treasury stock. If an
outstanding option under the Plan expires or terminates for any reason, the
unexercised portion of the option shall be available for future options under
the Plan.
The Plan is effective as of April 15, 1998 and shall remain in effect
through April 14, 1999. The Plan may not be cancelled during the first three
months. After that point in time, it may be terminated upon thirty days notice
by either party.
The Plan is not qualified under Section 401(a) of the Code, nor is it
subject to the provisions of the Employee Retirement Income Security Act of
1974.
Additional information concerning the Plan may be obtained from Ms.
Dulcia Maire, Secretary of the Corporation, 300 Oxford Drive, Monroeville, PA
15146 (Telephone 412-856-2200) who is the administrator of the Plan.
TERMS OF WARRANTS
SECURITIES TO BE OFFERED
The options granted under this Plan shall provide the holder the
opportunity to purchase the Corporation's common stock (par value $0.02 per
share) which is trading on the NASDAQ (Symbol: PDGE). The Plan is currently
limited to 60,000 shares of common stock of the Corporation. The options are not
being registered and no market exists for the trading of the options.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED
The term of the Plan is from April 15, 1998 until April 15, 1999 unless
terminated earlier by the Corporation.
Exercise of the options covered by the Plan shall be in the form of cash
payable to the Corporation at a rate of $2.50 per share.
The options covered by the Plan expire April 15, 2000.
The participants in the Plan may not make contributions to the Plan and
no reports will be made to the Plan participants concerning the amount and
status of their account.
The options are non-transferable and shall be exercisable by the initial
holder.
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RESALE RESTRICTIONS
There are no restrictions on resale of the common stock purchased by the
exercise of the options.
TAX EFFECTS OF PLAN PARTICIPATION
Federal income tax consequences to the option holder and the Corporation
in respect of the granting and exercise of options under the Plan are as
follows:
An individual to whom an option is granted will not recognize any
taxable income upon the grant of the option. The optionee shall recognize
taxable income upon the exercise of such option in the amount by which the fair
market value of the shares on the date of exercise exceeds the option price
paid. The shares received pursuant to the exercise of the option will have a tax
basis equal to the option price paid.
Optionees are advised to consult their own tax counsel in regard to the
specific application of the federal income tax laws to their respective
situations.
OTHER PROVISIONS
The Consultants covered by this Plan may withdraw from the Plan at any
time but their rights and any options they may have received are non-assignable
to any other party. There are no forfeitures or penalties related to withdrawal
from the Plan and charges, deductions or liens are not assessable against the
Consultants related to their participation in the Plan.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Pages of
Sequential
Exhibit Numbering
Number Description System
- ------ ----------- ------
<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>
<PAGE> 1
Exhibit 5.1
[THORP REED & ARMSTRONG LETTERHEAD]
PDG Environmental, Inc. June 4, 1998
300 Oxford Drive
Monroeville, Pennsylvania 15146
Ladies and Gentlemen:
We have acted as counsel for PDG Environmental, Inc., a Pennsylvania 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 60,000 shares (the "Shares"), par value
$.02 per share, of the Company's common stock ("Common Stock") reserved for
issuance upon the exercise of stock options ("Options") granted pursuant to the
Company's Consultant Compensation Plan dated as of April 24, 1998 (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 certificate of incorporation and by-laws, and
such other instruments and documents as we have deemed necessary as a basis for
the opinion hereinafter expressed. In rendering such opinion, we have assumed
that all signatures on all documents examined by us are genuine, 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 the exercise
of Options 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 letter is limited in all respects to the applicable laws of the
Commonwealth of Pennsylvania and the United States of America and the general
corporate laws of the State of Delaware.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/
-----------------
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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 as of
April 24, 1998 of our report dated March 26, 1998 with respect to the
consolidated financial statements and schedule of PDG Environmental, Inc.
included in its Annual Report (Form 10-KSB) for the year ended January 31, 1998,
filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
June 3, 1998
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW BY AL 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 April 24, 1998 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 1st
day of June, 1998.
/s/ RICHARD A. BENDIS (SEAL)
- -----------------------------
Richard A. Bendis
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POWER OF ATTORNEY
KNOW BY AL 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 April 24, 1998 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 1st
day of June, 1998.
/s/ EDWIN J. KILPELA (SEAL)
- -----------------------------
Edwin J. Kilpela
