SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Waste Technology Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-2842053
(State or other jurisdiction (I.R.S. Employer I.D. Number)
of incorporation or organization)
5400 Rio Grande Avenue, Jacksonville, Florida 32254
(Address of principal executive offices) (zip code)
Waste Technology Corp. Profit Sharing Plan, as Amended
including Agreement of Trust
Full Title of Plan
Mr. Ted C. Flood, President
Waste Technology Corp.
5400 Rio Grande Avenue, Jacksonville, Florida 32254
(Name and address of agent for service)
(904) 355-5558
(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Class Amount To Be Proposed Proposed Amount of
of Securities Registered(1) Maximum Price Maximum Fee
To Be per Share(2) Offering Price
Registered
Common 373,997 $3.40625 $1,273,928 $440.00
Stock, $.01
par value
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(1) This registration statement covers 373,997 shares which may be issued under
the Waste Technology Corp. Profit Sharing Plan, as amended.
(2) Estimated solely for calculation of the amount of the registration fee. All
shares of Common Stock are being offered by the Selling Security Holders who are
not restricted as to the price or prices at which such securities may be sold.
It is anticipated that such securities will be offered at prices approximating
fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities Act
of 1933, as amended, the registration fee has been calculated based upon the
average of $3.3125 per share and $3.50 per share, the bid and asked prices of
the Company's Common Stock on June 20, 1995 as reported by the Nasdaq Stock
Market.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information relating to the Waste Technology
Corp. Profit Sharing Plan, as amended, and the Agreement of Trust which are not
being filed as part of this Registration Statement on Form S-8 (the
"Registration Statement"), and the documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities Act"), will be sent or
given to the participants by the Registrant as specified by Rule 428 (b)(1) of
the Securities Act.
Item 2. Registration Information and Employee Plan Annual Information
As required by this Item, the Registrant shall provide to the participants
a written statement advising them of the availability without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act. The statement shall include the address listing the
title or department and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the Commission
(File No. 0-14443) are incorporated in this Registration Statement by reference
to the:
(a) Annual Report on Form 10-KSB, with exhibits, for the fiscal year ended
October 31, 1994;
(b) Quarterly Report on Form 10-QSB for the period ended January 31, 1995;
(c) Quarterly Report on form 10-QSB for the period ended April 30, 1995;
and
(d) the description of the class of common stock registered under Section
12 of the Securities Exchange Act of 1934 contained in Registration Statement on
Form 8A, effective June 21, 1986.
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Any and all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or l5(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Conflicts of Interest
Morton S. Robson is a director of both the Company and its majority-owned
subsidiary, International Baler Corp. ("IBC"). Conflicts of interest may arise
for Mr. Robson in transactions between the Company and IBC. Additionally,
counsel to the Company is Robson & Miller, of which Mr. Robson is the senior
partner. Conflicts of interests may arise as the result of such relationship.
Legal Services
The law firm of Robson & Miller has provided legal services for the Company
and its subsidiaries. Morton S. Robson, the Executive Vice President, Secretary
and a Director of the Company is a partner of Robson & Miller, general counsel
to the Company. During the fiscal year ended December 31, 1994 ("Fiscal 1994"),
Robson & Miller received $60,000 from Waste Tech and from IBC $12,174 as payment
for legal services rendered. As of the end of Fiscal 1994 accrued but unpaid
legal fees due to Robson & Miller from Waste Tech amounted to $425,051. During
Fiscal 1994 Robson & Miller was granted an option to purchase 250,000 shares at
$1.00 per share for a five year period, in consideration of forbearing
collection of past due legal fees.
Loans to Officers and Directors
As of Fiscal 1994 Morton S. Robson, the Company's Executive Vice President
and Secretary and a Director and corporate counsel, was indebted to the Company.
The transaction giving rise to the obligations owed to the Company by Mr. Robson
is described below.
On April 12, 1990, four individuals, including Leslie N. Erber, then
Chairman of the Board and President of the Company, and Morton S. Robson entered
into an agreement with a group of dissident shareholders to purchase an
aggregate of 294,182 shares at a purchase price of $4.00 per share. Mr. Erber
and Mr. Robson each purchased 134,951 shares of stock. Such number of shares and
purchase price have been adjusted to reflect the one for four (1:4) reverse
stock split effected on November
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13, 1991. The dissidents had previously filed Forms 14B with the Commission
indicating their intention of seeking control of the Company through the
solicitation of consents from shareholders to a reduction in the number of
directors and the replacement of the present directors with directors nominated
by the dissident group. As part of the agreement to purchase the shares, the
dissident shareholders who were selling their shares agreed that, for a period
of ten years, they would not seek to obtain control of the Company or solicit
proxies in opposition to the Board of Directors on any matter.
Messrs. Erber and Robson and the two other persons borrowed the aggregate
amount of $1,244,328 from the Company in 1990 and 1991 to purchase these
shares. Most of the loan (91.5%) was made in equal amounts to the President and
the Secretary. Those advances were secured by a lien on the 294,182 shares of
Common Stock. In addition, Mr. Erber agreed to transfer to the Company as
additional collateral, 156,000 shares of stock of the Company. Approximately
one-half of this sum was advanced on April 12, 1990 and the balance during 1991.
In April 1990, promissory notes evidencing the first half of the funds were
executed by these persons bearing interest at the rate of 9% per annum and
payable in three annual installments commencing on April 12, 1991. Thereafter,
independent members of The Company's Board of Directors unanimously extended the
payment due date of each payment for one (1) year. New promissory notes to The
Company were thereafter executed for the full amount of the advance, payable in
three annual installments commencing April 12, 1992. The notes were secured by
a lien on all of these shares which were acquired. In June 1992, $200,000 of the
principal amount of these loans was repaid to the Company through a sale of
100,000 of the acquired shares at $2.00 per share. Payment of the remainder of
the principal due in 1993 and 1994, together with the accrued interest, was
deferred for one year by the Company's Board of Directors, and subsequently
deferred again until 1995 and 1996.
Thereafter, Mr. Erber, in connection with his termination as President of
the Company, turned in all of his stock in to the Company and IBC in full
satisfaction of his obligation of $698,527. Mr. Robson still owes the Company
$448,364 together with accrued interest. As of the end of fiscal 1994, the
Company owed Mr. Robson's law firm $425,051. The largest aggregate outstanding
loan balance of Mr. Robson during the past two (2) fiscal years was $622,655.
Beneficial Ownership of Shares
Morton S. Robson, the senior partner of Robson & Miller, beneficially owns
an aggregate of 305,927 of common stock of the Company. Such holdings are
allocated as follows: 50,727 shares are held directly; 1,200 shares are held as
custodian for his minor son; 3,500 shares are held by Robson & Miller, of which
Mr. Robson is the senior partner; 500 shares are held by the Robson & Miller
pension plan; and options to purchase 250,000 shares are held by Robson &
Miller. Such beneficial ownership
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does not include 44,864 shares held by Kenneth N. Miller, a partner of Mr.
Robson who is the beneficial and record owner of such shares. Such beneficial
ownership additionally does not include the 373,997 shares owned by The Waste
Technology Corp. Employees Profit Sharing Trust ("Trust"). Messrs. Ted C. Flood
and Alan Morrison, directors of the Company with Mr. Robson, are the trustees of
the Trust.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that the Company shall
indemnify, to the full extent permitted by Section 145 of the Delaware General
Corporation Law, all persons whom it may indemnify pursuant to such Section
145.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or arrangements, such provisions or
arrangements may be limited as the Company has been informed that it is the
position of the Securities and Exchange Commission that indemnification for
liabilities arising under the Securities Act is against public policy and is
therefore not enforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
10.1 Waste Technology Corp. Profit Sharing Plan including Agreement of Trust*
10.2 Amendment to Waste Technology Corp. Profit Sharing Plan dated October 31,
1993
5.1 Opinion of Robson & Miller
24.1 Consent of Coopers & Lybrand
24.2 Consent of Robson & Miller is contained in Exhibit No. 5.1
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*Incorporated by reference to the Company's Current Report on Form 8-K,
Date of Report, June 1, 1989, (listed as exhibit no. 10.7 therein), as filed
with the Commission.
Item 9. Undertakings.
Undertakings required by Regulation S-K, Item 512(a):
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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; and
(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 set forth in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 into this Registration Statement.
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 the 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.
Undertaking required by Regulation S-K Item 512(b):
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants'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.
Undertaking required by Regulation S-K Item 512(h):
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, offices or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, 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 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 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 it meets all of the
requirements for filing on Form S-8 and has duly cause this registration
statement to be signed on it behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on June 5, 1995.
WASTE TECHNOLOGY CORP.
(Registrant)
By: /s/ Ted C. Flood
----------------
Ted C. Flood, President
Pursuant to the requirements of the Securities and Exchange Act of 1933,
this report has been signed below by the following persons on behalf of the
registrant and in their capacities and on the dates indicated.
Signature Title Date
/s/ Ted C. Flood Chief Executive June 5, 1995
- ---------------- Officer, and Director
Ted C. Flood
/s/ Morton S. Robson Director June 19, 1995
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Morton S. Robson
/s/ Alan Morrison Director June 5, 1995
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Alan Morrison
/s/ Russell McElroy Director June 5, 1995
- -------------------
Russell McElroy
/s/ Robert Roth Director June 7, 1995
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Robert Roth
/s/ William E. Nielsen Principal June 5, 1995
- ---------------------- Financial and
William E. Nielsen Accounting Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Waste Technology Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-2842053
(State or other jurisdiction (I.R.S. Employer I.D. Number)
of incorporation or organization)
5400 Rio Grande Avenue, Jacksonville, Florida 32254
(Address of principal executive offices) (zip code)
Waste Technology Corp. Profit Sharing Plan, as Amended
including Agreement of Trust
Full Title of Plan
Exhibits.
5.1 Opinion of Robson & Miller
10.1 Waste Technology Corp. Profit Sharing Plan including Agreement of
Trust*
10.2 Amendment to Waste Technology Corp. Profit Sharing Plan dated October 31,
1993
24.1 Consent of Coopers & Lybrand
24.2 Consent of Robson & Miller is contained in Exhibit No. 5.1
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*Incorporated by reference to the Company's Current Report on Form 8-K,
Date of Report, June 1, 1989, (listed as exhibit no. 10.7 therein), as filed
with the Commission.
EXHIBIT 5.1
ROBSON & MILLER
COUNSELLORS AT LAW
230 PARK AVENUE, 31st FLOOR
NEW YORK, N.Y. 10169-0103
TELEPHONE
(212)949-1860
FAX: (212)949-1871
June 7, 1995
Waste Technology Corp.
5400 Rio Grande Avenue
Jacksonville, Florida 32254
Re: Waste Technology Corp.
Gentlemen:
We have acted as counsel to Waste Technology Corp., a Delaware corporation
(the "Company"), in connection with a registration statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission for the purpose of registering an aggregate of 373,997 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company under the Securities Act of 1933, as amended (the "Act"), issued to the
Waste Technology Corp. Employees Profit Sharing Trust in accordance with the
Waste Technology Corp. Profit Sharing Plan, as amended, and the related
Agreement of Trust dated July 11, 1989 (collectively the "Amended Plan").
As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate
and the Amended Plan pursuant to which shares of Common Stock are to be
transferred to employees, as well as all corporate proceedings taken by the
Company in connection with the authorization of the issuance of the Shares.
Throughout such examination we have assumed the genuineness of signatures and
accuracy and conformity to original documents of all copies of documents
supplied to us. As to questions of fact material to the opinion expressed
herein, we have, when relevant facts were not independently determinable, relied
upon information furnished to us by officers and directors of the Company or
their duly authorized agents or employees.
Based upon the foregoing, it is our opinion that the Shares, which are issued,
outstanding and held by the Trust in accordance with the terms of the Amended
Plan, were validly issued, and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Robson & Miller
--------------------------------
jac/me Robson & Miller
EXHIBIT 10.2
WASTE TECHNOLOGY CORP.
PROFIT-SHARING PLAN
AMENDMENT
WHEREAS, on the 1st day of November, 1988, WASTE TECHNOLOGY CORP. created a
Plan and Trust known as the WASTE TECHNOLOGY CORP. PROFIT-SHARING PLAN; and
WHEREAS, the Trustees under said WASTE TECHNOLOGY CORP. PROFIT-SHARING PLAN
as of the date hereof are THEODORE C. FLOOD, MORTON FRIED and LESLIE N. ERBER;
and
WHEREAS, it is desired to remove LESLIE N. ERBER and MORTON FRIED as Trustees
and to add MORTON S. ROBSON and ALAN MORRISON as Trustees in addition to
THEODORE C. FLOOD.
NOW, THEREFORE, WASTE TECHNOLOGY CORP. hereby amends said Trust Indenture,
effective November 1, 1992, by removing LESLIE N. ERBER and MORTON FRIED as
Trustees and by adding MORTON S. ROBSON and ALAN MORRISON as Trustees in
addition to THEODORE C. FLOOD; and
WHEREAS, WASTE TECHNOLOGY CORP. desires to further amend said Trust Indenture
as follows:
FIRST: Section 5.1 (b) is amended to read as follows:
"(b) Payment upon retirement. Upon the retirement of a Participant under
------------------------
the provisions of paragraph (a) of this section, the interest of such
Participant in the Trust Fund as of the date of his retirement shall be fully
vested and shall be paid to him, in the sole discretion of the Participant, (1)
in 100% company stock, with the written permission of the Participant, or (2) a
pro-rata distribution of cash and company stock if such permission is not
granted or cannot be obtained."
SECOND: Section 5.2 (b) is amended to read as follows:
"(b) Payment upon death of Participant. Except as otherwise provided in
paragraph (c) of this section, upon the death of a Participant, his interest in
the Trust Fund as of the date of his death shall be fully vested and shall be
paid to the Beneficiary which the decendent has previously duly designated if
such designation remains unrevoked at the time of his death. If the decendent
has not designated any Beneficiary or if the designation has been revoked, such
interest shall be paid to his spouse, if she survives him, or if no spouse
survives him, to his children who survive him, in equal shares, or if
no children survive him, to his estate. Such payment shall be made in accordance
with the method designated by the Participant, or if a Participant has made no
such designation, in the sole discretion of the Beneficiary, either (1) in 100%
company stock, with the written permission of the Participant, or (2) a pro-rata
distribution of cash and company stock if such permission is not granted or
cannot be obtained."
"THIRD: Section 5.4(c) is amended to read as follows:
(c) Subject to section 5.7(c), the Participant's interest in the Trust Fund
to which he shall be entitled under paragraph (a) of this section shall be paid
or begin to be paid to such Participant as soon as practicable after the Plan
Year in which such Termination of Employment occurs, in the sole discretion of
the Participant, either (1) in 100% company stock with the written permission of
the Participant, or (2) a pro-rata distribution of cash and company stock if
such permission is not granted or cannot be obtained."
IN WITNESS WHEREOF, the Sponsor and the Trustees have caused these presents
to be executed as of the 31st day of October, 1993
WASTE TECHNOLOGY CORP.
By: /s/ Theodore C. Flood
---------------------
President
TRUSTEES:
/s/ Theodore C. Flood
---------------------
THEODORE C. FLOOD
/s/ Morton S. Robson
---------------------
MORTON S. ROBSON
/s/ Alan Morrison
---------------------
ALAN MORRISON
EXHIBIT 24.1
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Waste Technology Corp. on Form S-8 (File No. 33-_______________) of our report
dated January 11, 1995, on our audit of the consolidated financial statements of
Waste Technology Corp. and Subsidiaries as of October 31, 1994 and for the two
years ended October 31, 1994 appearing in the Form 10-KSB of Waste Technology
Corp., filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1934.
Coopers & Lybrand L.L.P.
Jacksonville, Florida
June 19, 1995
