As filed with the Securities and Exchange Commission on March 14, 1997
Registration No. 333-21567
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
(Formerly Regional Air Group Corporation)
Colorado 88-0218499
State of Incorporation IRS Employee Identification No.
420 Jericho Turnpike, Suite 321, Jericho, NY 11753
(516) 433-4730
(Address, including zip code, and telephone number,
including area code, of registrant's principal place of business)
Donald F. Mintmire, Esquire
265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480
(561) 832-5696
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
STOCK COMPENSATION PLAN DATED DECEMBER 10, 1996
(Full Title of the Plan)
Approximate Date of Proposed Sales: From Time to Time After This
Registration Statement Becomes Effective.
CALCULATION OF REGISTRATION FEE
Title of Each 1 Amount 2 Proposed 3 Proposed Amount of
Class of being Maximum Maximum Registration
Security being Registered Offering Aggregate Fee
Registered Price/Per Offering
Share Price/Share
Common Stock, 500,000 $1.25 $625,000 $189.39
Par Value $.0001
1 Shares registered pursuant to this registration statement available for
issuance as of March 14, 1997 under Environmental Remediation Holding
Corporation Stock Compensation Plan.
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2 Determined pursuant to Rule 457(h)
3 Estimated solely for the purpose of calculating the registration fee on the
basis of the maximum number of securities issuable under the plan that are
covered by the registration statement based upon the estimated value of the
securities as set forth in the plan and pursuant to Rule 457(c).
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
500,000 Shares of Common Stock
PART I: Information required in the Section 10(a) Prospectus
ITEM 1: Plan Information
The information required by Part I is included in documents sent or
given to participants in the Environmental Remediation Holding Corporation (the
"Company") Stock Compensation Plan
pursuant to Rule 428(b)(1).
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
(a) the Registrant's: (i) latest annual report (Form 10-K dated
December 31, 1995) filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(ii) Form 10-Q dated September 30, 1996; (iii) Form 8-K dated September 3, 1996;
and (iv) Form S-8 dated September 5, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports or
the prospectus referred to in (a) above.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of post-effective amendment which
indicates that all shares offered hereby have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated in this
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Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Item 4: Description of Securities
Not Applicable.
Item 5: Interests of Named Experts and Counsel
Not Applicable.
Item 6: Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, in connection with securities being
registered, the Company 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 as to 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.
Item 7: Exemption from Registration Claims
Not Applicable.
Item 8: Exhibits
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9: Undertaking
1. The Registrant hereby undertakes:
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(a) 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; provided however,
that paragraphs (i) and (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.
(b) 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.
(c) 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.
2. The 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 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 in the initial bona fide offering thereof.
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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 City of Palm Beach, Florida, this 6 day of March, 1997.
Environmental Remediation Holding Corporation
By: /s/ Sam L. Bass, Jr., CEO
Sam L. Bass, Jr., CEO
By: /s/ Noreen Wilson, V.P.
Noreen Wilson, Vice 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/ James A. Griffin, Esq. Secretary March 6, 1997
James A. Griffin, Esq. and Director
/s/ Sam L. Bass, Jr. CEO and Director March 10, 1997
Sam L. Bass, Jr.
/s/ James Calendar Director March 11, 1997
James Calendar
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EXHIBIT INDEX
4.1 Form of Stock Compensation Plan for GFC Communications Corp.,
dated December 10, 1996.
5.3 Opinion of Mintmire & Associates.
24.1 Consent of Mintmire & Associates (contained in 5.3).
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EXHIBIT 4.1
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GFC
Communications Corp.
February 6, 1997
Mr. Samuel Bass
Chief Executive Officer
Environmental Remediation Holdings Corp.
111 Tubing Road
Broussard, LA 70363
RE: Engagement Letter and Fee Agreement for financial communication services.
Dear Sam,
This letter sets forth the agreement (the "Agreement") between Environmental
Remediation Holdings Corp. (the "Company") and GFC Communications Corp. ("GFC"),
concerning financial communication and related advisory services (hereafter
being referred to as the "Services") rendered to the Company from December 15,
1996 and continuing through November 15, 1997 (twelve months).
When countersigned in the space provided below, this letter shall serve as our
agreement, as follows:
1. The Services
GFC shall provide shareholder and financial communication
services to the Company, and to serve, when requested, as the Company
liaison and spokesperson. Such services shall include but are not
limited to the timely response, by fax, telephone or mail, to all
inquiries related to the Company from shareholders, or other interested
parties. Such response shall consist of written materials such as
copies of public announcements, shareholder Due Diligence Packages,
current corporate profile of the Company, and teleconferencing as
necessary. Additionally, GFC agrees to make reasonable efforts to
increase investor participation in the Company's securities by
organizing and supervising the production of corporate advertising, and
quarterly and annual financial reports to its shareholders
(collectively, the "Services"), as approved by the Company.
With respect to providing the Services, GFC agrees to make
itself available for reasonable amounts of time and upon reasonable
notice, devote reasonable and good faith attention to the Company's
other communications and public relations needs. Specific assignments,
however, will be mutually agreed upon and may incur additional fees to
the Company. It is understood that GFC does not perform investment
advisory services and/or advise any person or entity to buy or sell the
Company's stock, and that as a liaison between the Company and its
shareholders, GFC only disseminates information as an intermediary on
behalf of the Company.
2. Compensation for the Services
In compensation for the Services, the Company agrees to pay
GFC a base fee equal to Five Thousand Dollars ($5,000) per month
("Compensation"), due monthly in arrears, thirty (30) days following
the effective date of this Agreement, and payable no later than fifteen
(15) days following the close of each calendar month.
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In addition, the Company shall reimburse GFC for reasonable
out-of-pocket expenses in connection with GFC's Services to the
Company, including but not limited to expenses related to
telecommunication and travel; third-party advertising, consulting, and
mail processing; postage and express mail; and related materials
(according to, but not limited to, the Schedule of Standard Expenses,
Item 14, below) within thirty (30) days upon GFC submitting to the
Company an invoice itemizing such expenses. Interest on any overdue
balance owed to GFC by the Company shall accrue at 1.5% per month.
Unless otherwise agreed and approved in writing between GFC
and the Company, all such third party and out-of-pocket expenses
exceeding $1800 per instance incurred by GFC in performing the Services
under this Agreement and not covered by the Compensation shall be
approved in writing by the Company in advance (See form "Addendum A,"
attached.). The Company has sixty (60) days from the date of invoice to
contest any charges over $1,800 that it believes were not approved,
after which time such charges shall be considered approved in writing.
At the Company's election, the Compensation may be paid in
cash or in shares of the Company's common stock (the "Fee Shares"). In
the event the Compensation contains Fee Shares, the Company shall agree
to deposit a minimum of Three Hundred Thousand (300,000) in the name of
GFC with a local branch of a national securities broker. At least once
per month, GFC will send the Company a statement for fees and costs,
with written notice to the brokerage firm of the dollar amount of such
statement. Unless objection is made to GFC's bill, sufficient common
stock of the Company, net of commission, shall then be sold forthwith
at the prevailing market price to satisfy such statement.
In the course of GFC's representation of the Company, if all
of the Fee Shares are sold, additional shares sufficient to cover
projected fees and costs, in an amount contemporaneously agreed to by
the parties, will again be placed with the brokerage firm, under the
same terms and conditions as enumerated above. At the conclusion of
GFC's representation of the Company, and the payment of all final fees
and costs, any unused Fee Shares shall forthwith be returned to the
Company.
2b. Expense Deposit
In consideration for the significant expense which may be
incurred by GFC on behalf of the Company, upon exercise of this
agreement, the Company agrees to pay GFC an Expense Deposit equal to
Five Thousand Dollars ($5,000), due no later than ten (10) days
following the effective date of this agreement. This amount will be
applied to any amounts due to GFC upon termination of this agreement.
GFC will return the remaining balance to the Company within thirty (30)
days of termination.
3. Other Transactions
GFC may, on its own accord and outside of the scope of the
Services to be provided under this Agreement, choose to investigate
possible acquisitions or merger candidates for the Company, or identify
sources of financing for certain of the Company's lines of business
(collectively, a "Business Opportunity"). GFC shall also be entitled to
receive from the Company a "Transaction Fee," as a result of any
transaction effected by the Company with a Business Opportunity
introduced by GFC. A Business Opportunity shall include the merger,
sale of assets, consolidation or other similar transaction or series or
combination of transactions whereby the Company or its subsidiaries
transfer to the other, or both transfer to a third entity or person,
assets or any interest in its business in exchange for stock, assets,
securities, cash or other valuable property or rights, or wherein they
make a contribution of capital or services to a joint venture, commonly
owned enterprise or venture with the other for purposes of future
business operations and opportunities. To be a Business Opportunity
covered by this section, the transaction must occur during the term of
this Agreement, or during the period of one year after the expiration
of this Agreement. In the event this paragraph shall apply, any
Transaction Fee due shall be based upon the net value of the
consideration, securities, property, business, assets or other value
given, paid, transferred or contributed by, or to the Company, and
shall be equal to five percent (5%) of the first One Million Dollars
($1,000,000) of such net value, four percent (4%) of the second One
Million Dollars ($1,000,000), three percent (3%) of the third One
Million Dollars ($1,000,000), two percent (2%) of the fourth One
Million Dollars ($1,000,000) and one percent (1%) of all of the
remaining net value. Unless otherwise mutually agreed in writing prior
to the closing of any Business Opportunity, the Transaction Fee shall
be paid in cash at the closing of the transaction.
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4. Term
This Agreement shall be effective for a term of twelve (12)
months. However, either party may terminate upon thirty (30) days prior
written notice to the other. In the event of termination, all fees and
charges owed by the Company to GFC up until the effective date of
termination (including any unreimbursed expenses) will be paid to GFC
within ten (10) days of the later of the effective termination date or
the notice date. Interest on any overdue balance owed to GFC by the
Company shall accrue at 1.5% per month.
5. Reports
At the Company's request, GFC agrees to supply a report at
least once a month, verbally or included in the billing invoice, on
general activities and actions taken on behalf of the Company.
6. Materials
The Company agrees to furnish any supplies and materials which
GFC may need regarding the Company, its management, products, financial
and business status and plans.
7. Independent Contractor Status
GFC is acting as an independent contractor, and not as an
employee or partner of the Company. As such, neither party has the
authority to bind the other, nor make any unauthorized representations
on the behalf of the other.
8. Indemnification
The Company shall indemnify GFC and its officers and employees
and hold them harmless for any acts, statements or decisions made by
GFC in reliance upon information supplied to GFC by the Company, or in
accordance with instructions from or acts, statements or decisions
approved by the Company. This indemnity and hold harmless obligation
shall include expenses and fees including attorneys fees incurred by
GFC in connection with the defense of any act, suit or proceeding
arising out of the foregoing.
9. Confidential Information
GFC will use its best efforts to maintain the confidential
nature of the proprietary or confidential information the Company
entrusts to it through strict control of its distribution and use.
Further, GFC will use its best efforts to guard against any loss to the
Company through the failure of GFC or their agents to maintain the
confidential nature of such information. "Proprietary" and
"confidential information", for the purpose of this Agreement shall
mean any and all information supplied to GFC which is not otherwise
available to the public, including information which may be considered
"inside information" within the meaning of the U.S. securities laws,
rules and regulations. GFC acknowledges that its use of "inside
information" to purchase or sell securities of Company, or its
affiliates, or to transmit such information to any other party with a
view to buy, sell or otherwise
<PAGE>
deal in the securities of Company or its affiliates is prohibited by
law and would constitute a breach of this Agreement and,
notwithstanding the provisions of this Agreement, will result in the
immediate termination of the Agreement without penalty to the Company.
10. Termination
This Agreement may be canceled by either party for any reason
on thirty (30) days written notice. Upon termination of this Agreement
the Company is to pay for all authorized work in progress. GFC shall
transfer, assign and make available to the Company, or its
representative, all property and materials in GFC's possession or
control which belong to and were paid for by the Company.
11. Option to Purchase Shares
In consideration for GFC entering into this Agreement, the
Company hereby grants GFC immediately exercisable options to purchase
up to Two Hundred Thousand (200,000) shares of its common stock,
exercisable as follows (in U.S. dollars, and adjusted for stock
splits).
Fifty Thousand (50,000) shares at two dollars ($2.00), Fifty
Thousand (50,000) shares at three dollars ($3.00), Fifty Thousand
(50,000) shares at four dollars ($4.00), and Fifty Thousand (50,000)
shares at five dollars ($5.00) per share.
12. Bonus
n/a
13. Registration of Shares
As soon as practicable following the execution of this
Agreement, the Company will include the Option Shares and the Fee
Shares, if any, in an appropriate Registration Statement to be filed
with the Securities and Exchange Commission as soon as practicable
following the execution hereof. In the event the compensation hereunder
contains Fee Shares, GFC, at its sole discretion, may request that such
shares may be issued prior to registration in reliance on exemptions
from registration provided by Section 4(2) of the Securities Act of
1933 (the "Act"), Regulation D of the Act, and applicable state
securities laws.
14. Schedule of Standard Expenses
The following sets forth the schedule of standard expenses for
financial communications and public relations services between GFC
Communications and the Company:
Description Cost
Facsimile Transmission (including long distance charges): $0.60/page
First Class Mail, Standard letter/Press Release, including postage
& materials: $0.60 ea.
Bulk Rate Mail, Standard Letter, including postage & materials: $0.50 ea.
Two page fact sheet w/ Cover Letter, Custom Business Reply
Card, including materials, First Class Mail: $1.25 ea.
Two page fact sheet w/ Cover Letter, Custom Business Reply
Card, including materials, Bulk Rate Mail: $1.15 ea.
Bulk Rate Reply card return postage & processing: $0.60 ea.
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Complete Investor Package (as supplied by Company),
w/ Cover Letter, 2 day, U.S. Postal Service Priority Mail $4.00 ea.
Express Mail (i.e., Federal Express Standard Overnight): Standard Carrier Rates
Long Distance Calling and Teleconferencing Charges: Standard Carrier Rates
These rates are subject to change due to an increase or decrease in third party
vendor rates.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
GFC COMMUNICATIONS INC.
Signed: /s/ Geoffrey C. Plank
Geoffrey C. Plank
President
GFC Communications Corp.
250 S. Australian Ave. Ste. 1503
West Palm Beach, FL 33401
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this 6 day of Feb , 1997, with an effective date retroactive
to the date services were first performed for the Company.
ENVIRONMENTAL REMEDIATION HOLDINGS CORP.
Signed: /s/ Noreen G. Wilson
Name:Noreen G. Wilson
Title: Vice President
Authorized agent for:
Environmental Remediation Holdings Corp.
111 Tubing Road
Broussard, LA 70363
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EXHIBIT 5.3
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MINTMIRE & ASSOCIATES
ATTORNEYS AT LAW
265 SUNRISE AVENUE
SUITE 204
PALM BEACH, FLORIDA 33480
TEL: (561) 832-5696
FAX: (561) 659-5371
March 13, 1997
Ms. Noreen Wilson
Environmental Remediation Holding Corporation
420 Jericho Turnpike, Suite 321
Jericho, NY 11753
RE: Environmental Remediation Holding Corporation
S-8 Registration Statement
Dear Ms. Wilson:
Pursuant to your request, we have examined the Registration Statement on Form
S-8 to be filed by you with the Securities and Exchange Commission on or about
March 3, 1997, in connection with the registration under the Securities Act of
1933, as amended, of 500,000 shares of your Common Stock (exclusive of any
securities associated therewith, the "Stock"), to be sold by you pursuant to
your Environmental Remediation Holding Corporation Stock Purchase Plan dated
December 10, 1996 (the "Purchase Plan").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Purchase Plan. It is our opinion
that the 500,000 shares of stock that may be issued and sold by you pursuant to
the Purchase Plan, when issued and sold in the manner provided in the Purchase
Plan, will be validly issued, fully-paid and non-assessable.
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We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly,
/s/ Donald F. Mintmire
Donald F. Mintmire
DFM/lrc
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EXHIBIT 24.1
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