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As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GROUNDWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0324047
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 River Ridge Drive, Norwood, Massachusetts 02062
(Address of Principal Executive Officers) (Zip Code)
_____________________
GROUNDWATER TECHNOLOGY, INC.
AMENDED AND RESTATED 1986 EMPLOYEE STOCK PURCHASE PLAN
1995 DIRECTOR STOCK OPTION PLAN
(Full titles of the Plans)
_____________________
Brian D. Goldstein
Assistant General Counsel
Groundwater Technology, Inc.
100 River Ridge Drive, Norwood, Massachusetts 02062
(Name and address of agent for service)
(617) 769-7600
(Telephone number, including area code, of agent for service)
_____________________
Approximate date of commencement of sales pursuant to Plans:
From time to time after the Registration Statement has become effective.
_____________________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share/(1)/ Offering Price Fee
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Amended and Restated 1986 Employee Stock Purchase Plan
Common Stock 287,500/(2)/ $13.625 $3,917,187.50 $1,350.75/(2)/
$.01 Par Value shares
1995 Director Stock Option Plan
Common Stock 100,000 $13.625 $1,362,500.00 $ 469.83
$.01 Par Value shares
TOTAL: 387,500 $1,820.58
shares =========
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(1) The price of $13.625 per share, which was the average of the high and
low prices of the Common Stock reported on the National Association of
Securities Dealers, Inc. Automated Quotation System on December 18, 1995 is set
forth solely for the purpose of calculating the filing fee.
(2) Represents 287,500 additional shares authorized to be issued pursuant
to stockholder approval obtained by the Registrant on September 19, 1995.
312,500 shares issuable pursuant to this plan were previously registered with
the Securities and Exchange Commission on Form S-8 Registration Statement No.
33-9756 (with respect to 112,500 shares) filed on November 19, 1986 and on Form
S-8 registration statement No. 33-43156 (with respect to 200,000 shares) filed
on October 2, 1991. The registration fee is calculated based upon the 287,500
additional shares being registered under this Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Participant Plan Annual Information.
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Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by Groundwater
Technology, Inc. (the "Registrant") are incorporated herein by reference
as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended April 29, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 29, 1995;
(c) The Registrant's Quarterly Report on Form 10-Q for the second
quarter ended October 28, 1995;
(d) The Registrant's Report on Form 8-K filed July 26, 1995, and Report
on Form 8-K/A filed on August 1, 1995; and
(e) The description of the Common Stock, $.01 par value, of the
Registrant contained in the Registrant's Registration Statement on Form
8-A filed pursuant to Section 12(g) of the Exchange Act on October 16,
1986, and incorporating by reference the information contained in the
Registrant's Prospectus dated July 24, 1986 filed under Section 424(b)
under the Securities Act of 1933, as amended, and contained in the
Registrant's Form S-1 Registration Statement No. 33-6572, as amended.
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All documents subsequently filed by the Registrant with the Commission pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the Common Stock offered hereby has been passed upon by
Testa, Hurwitz & Thibeault, 125 High Street, Boston, Massachusetts 02110,
counsel to the Registrant. Andrew E. Taylor, Jr., Esq., Assistant
Secretary of the Registrant, is a partner in such firm.
Item 6. Indemnification of Directors and Officers.
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(a) Section 145 of the Delaware General Corporation Law ("Section 145")
provides that a corporation may indemnify its directors and officers.
Article 14 of the Registrant's By-laws provides that each director and
officer shall be indemnified to the fullest extent permitted by Delaware
law by the Registrant against liabilities and expenses in connection with
any legal proceeding to which such officer or director may become a party
by reason of being or having been an officer or director of the
Registrant.
(b) Article Tenth of the Registrant's Restated Certificate of
Incorporation eliminates the personal liability of the Registrant's
directors for monetary damages for breach of their fiduciary duty as
directors to the Registrant and its stockholders, notwithstanding any
provision of law imposing such liability. Article Tenth, however, does
not eliminate liability of the Registrant's directors for breach of the
director's duty of loyalty to the Registrant or its stockholders, acts or
omissions not in good faith or involving intentional misconduct or a
knowing violation of law and actions leading to improper personal benefit
to the director, or under Section 174 of Title 8 of the Delaware Code.
(c) The Registrant and its directors and officers are covered by
liability insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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Exhibit No. Description of Exhibit
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4.1 Groundwater Technology, Inc. Amended and Restated 1986
Employee Stock Purchase Plan (filed as Exhibit 10.01 to
Registrant's Annual Report on Form 10-K for the year
ended April 29, 1995, and incorporated herein by
reference).
4.2 Groundwater Technology, Inc. 1995 Director Stock Option
Plan (filed as Exhibit 10.08 to Registrant's Annual
Report on Form 10-K for the year ended April 29, 1995
and incorporated herein by reference).
4.3 Form of Stock Option Agreement under the Groundwater
Technology, Inc. 1995 Director Stock Option Plan (filed
as Exhibit 10.08 to Registrant's Annual Report on Form
10-K for the year ended April 29, 1995 and incorporated
herein by reference).
4.4 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.01 to Registrant's Quarterly Report
on Form 10-Q for the period ended October 29, 1994,
and incorporated herein by reference).
4.5 By-laws of the Registrant, as amended (filed as Exhibit
3.02 to Registrant's Annual Report on Form 10-K for the
year ended April 29, 1995 and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault.
24.1 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1).
24.2 Consent of Independent Auditors.
25.1 Power of Attorney (contained in Page 7 of this
Registration Statement).
Item 9. Undertakings.
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(a) 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, as amended (the "Securities
Act");
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(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
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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 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, offers and controlling person
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities 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
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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.
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE appears below this registration statement hereby
constitutes and appoints Robert E. Sliney, Jr., Catherine L. Farrell and Brian
D. Goldstein, and each of them, with full power to act without the other, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead in
any and all capacities (until revoked in writing) to sign all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of Groundwater Technology, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or she might or
could do in person thereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute, may lawfully do or
cause to be done by virtue hereof.
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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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Norwood, Commonwealth of Massachusetts, on this, the
19th day of December, 1995.
GROUNDWATER TECHNOLOGY, INC.
By: /s/ Robert E. Sliney, Jr.
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Robert E. Sliney, Jr.
Vice President and CFO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Walter C. Barber President and Chairman of December 19, 1995
- --------------------------- the Board of Directors
Walter C. Barber (Principal Executive Officer)
/s/ Robert E. Sliney, Jr. Vice President and CFO December 19, 1995
- --------------------------- (Principal Financial Officer)
Robert E. Sliney, Jr.
/s/ Bayard Henry Director December 19, 1995
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Bayard Henry
/s/ Allan S. Bufferd Director December 19, 1995
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Allan S. Bufferd
/s/ Robert P. Schechter Director Decmeber 19, 1995
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Robert P. Schechter
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Groundwater Technology, Inc. Amended and Restated 1986
Employee Stock Purchase Plan (filed as Exhibit 10.01 to
Registrant's Annual Report on Form 10-K for the year ended
April 29, 1995, and incorporated herein by reference).
4.2 Groundwater Technology, Inc. 1995 Director Stock Option
Plan (filed as Exhibit 10.08 to Registrant's Annual Report
on Form 10-K for the year ended April 29, 1995 and
incorporated herein by reference).
4.3 Form of Stock Option Agreement under the Groundwater
Technology, Inc. 1995 Director Stock Option Plan (filed as
Exhibit 10.08 to Registrant's Annual Report on Form 10-K
for the year ended April 29, 1995 and incorporated herein
by reference).
4.4 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.01 to Registrant's Quarterly Report
on Form 10-Q for the period ended October 29, 1994, and
incorporated herein by reference).
4.5 By-laws of the Registrant, as amended (filed as Exhibit
3.02 to Registrant's Annual Report on Form 10-K for the
year ended April 29, 1995 and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault.
24.1 Consent of Testa, Hurwitz & Thibeault (included in Exhibit
5.1).
24.2 Consent of Independent Auditors.
25.1 Power of Attorney (contained in Page 7 of this
Registration Statement).
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EXHIBIT 5.1
[LETTERHEAD OF TESTA, HURWITZ & THIBEAULT APPEARS HERE]
December 21, 1995
Groundwater Technology, Inc.
100 River Ridge Drive
Norwood, MA 02062
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Groundwater Technology, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of three hundred eighty-seven
thousand five hundred (387,500) shares of Common Stock, $.01 par value, of the
Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members of the Bar of the Commonwealth of Massachusetts and are not
expert in, and express no opinion regarding, the laws of any jurisdictions other
than the Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares proposed to be issued by the Company pursuant to the Amended and Restated
1986 Employee Stock Purchase Plan and the 1995 Director Stock Option Plan (the
"Plans") will be, upon receipt of the consideration provided for in the Plans,
validly issued, fully paid and nonassessable after issuance of such Shares in
accordance with the terms of the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault
TESTA, HURWITZ & THIBEAULT
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Exhibit 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 387,500 shares of common stock, pertaining to the
Amended and Restated 1986 Employee Stock Purchase Plan and the 1995 Director
Stock Option Plan of Groundwater Technology, Inc. of our report dated May 26,
1995, with respect to the consolidated financial statements of Groundwater
Technology, Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended April 29, 1995 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
December 18, 1995
