As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 0-17325
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 Employer 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 PLANS
DATED SEPTEMBER 2, 1996 and JANUARY 24, 1997
(Full title of the Plans)
Approximate Date of Proposed Sales: As soon as this Registration
Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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, 1,6000,000 $0.6875 $1,100,000 $333.32
Par Value $.0001
</TABLE>
1 Shares registered pursuant to this registrantion statement available for
issuance as of February 10, 1997 under Environmental Remediation Holding
Corporation Stock Compensation Plans.
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).
<PAGE>
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
1,600,000 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
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.
<PAGE>
Item 5: Interests of Named Experts and Counsel
See attached Legal Consulting Agreement of Donald F. Mintmire. There
are no other such interests.
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:
(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;
<PAGE>
(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.
<PAGE>
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 10th day of February, 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 February 10, 1997
James A. Griffin, Esq. and Director
/s/ Sam L. Bass, Jr. CEO and Director February 10, 1997
Sam L. Bass, Jr.
/s/ James Calendar Director February 10, 1997
James Calendar
<PAGE>
EXHIBIT INDEX
4.1 Form of Stock Compensation Plan for Imperial International
Design, Inc., dated September 2, 1996.
4.2 Form of Stock Compensation Plan for Mintmire & Associates,
dated January 24, 1997.
5.3 Opinion of Mintmire & Associates.
24.1 Consent of Mintmire & Associates (contained in 5.3).
<PAGE>
EXHIBIT 4.1
<PAGE>
EMPLOYMENT CONTRACT
BY and BETWEEN
ENVIRONMENTAL REMEDIATION HOLDING, CORP.
and
IMPERIAL INTERNATIONAL DESIGN, INC.
This is an agreement, effective this date, 2 of September, 1996 between Imperial
International Design, Inc. and its successors and assigns of West Palm Beach,
Florida hereinafter called "Consultants" and Environmental Remediation Holding,
Corp.., its successors and assignees of 111 Tubing Road of Broussard, Louisiana
hereinafter called "ERHC"
BACKGROUND
Under the terms set forth below, ERHC retains the services of the Consultants to
advise and consult with respect to its International business in the Caribbean
and the financing of the Chevron contract , and Consultants agrees to render
such services as necessary.
TERMS
1. Consultants agrees that for a period of two (2) year, commencing with the
effective date of this Agreement, and consistent with his other obligations,
render ERHC such consulting services as ERHC may request relating to the
obtaining of a loan from Exim Bank, IMF, Connecticut Commercial Bank, Equity
Investment on the basis that the repayment of each loan shall be guaranteed by
either the Government of Antigua or ERHC or otherwise acceptable to the lender.
All such services shall be rendered by the Consultants or by the
Consultant's associates or employees, as approved by ERHC. All such personnel,
if any, shall be directly supervised by Consultants who shall be present with
such personnel at such times as he deems reasonably necessary. Consultants shall
not be required at any time to render services that would conflict with
obligations of the Consultants undertaken prior to the request for such services
by the Consultants.
This Agreement will continue to be in effect for two years from the
effective date unless terminated earlier in accordance with the provisions of
paragraph 7. of this Agreement.
2. INDEPENDENT CONSULTANT
It is the express intention of the parties that Consultants are independent
contractors. Consultants are not employee, agent, joint venture or partner of
ERHC . Nothing in this Agreement shall be interpreted or construed as creating
or establishing the relationship of Employer and employee between ERHC and the
Consultants or any employee or agent of the Consultants. The Consultants shall
retain the right to perform services for others during the term of this
Agreement.
<PAGE>
3. SERVICES TO BE PROVIDED
3.1 SERVICE PROGRAM
Consultants agree to provide services per the service program described herein.
The Consultants will cooperate and to the extent necessary work with ERHC in its
negotiations and will, when necessary participate in its projects or in
connection with the procurements of an acceptable guarantee from the Guarantor.
The Consultants will be responsible for completing all paperwork required by the
lender. This paper work is not limited to application, Government and or lender
required documentation, cash flows, material lists, supplier list, and Corporate
information as are needed in obtaining a loan from the Bank for ERHC.
3.2 SERVICE METHOD
Consultants will determine the method, details, and means of performing the
above described services. ERHC shall not have the right to, and shall not
control the manner or determine the method of accomplishing the Consultant's
services.
3.3 CONSULTANT'S STAFF/ASSOCIATES
Consultants may, at the their own expense, employee such assistance as the
Consultants deem necessary to perform the services required of the Consultants
by this Agreement. ERHC may not control, direct, or supervise Consultant's
assistants or employees in the performance of those services. Consultants assume
full and sole responsibility for the payment of all compensation of these
assistants and for all state and federal income tax, unemployment insurance,
Social Security, disability insurance and other applicable withholdings.
3.4 WORKPLACE
Consultants shall perform the services required by this Agreement at any place
or location and at such times as The Consultants shall determine.
4. CONSIDERATION
4.1 In consideration for the services to be performed by Consultants, ERHC
agrees to pay Consultants fees and payments specified herein:
ERHC agrees to pay Consultants $5,000.00 USD upon signing of the
contract and $5000 USD a month till closing of the loan with a U.S. lender on
the Chevron Contract upon closing the consultant(s) shall receive 0.5% of the
total amount of said loan, payable at closing minus such monies expended by ERHC
prior to closing. Further the Consultant upon the signing of the Contract with
the Government of Antigua will be provided with 1,500,000 shares of free trading
ERHC shares.
4.2 BILLING
The Consultants shall submit a bill for all services rendered in accordance with
the work that has been completed.
<PAGE>
4.3 PAYMENTS
Contractor shall pay Consultants bill within 10 of receipt and will pay the
remaining fees at loan closing.
4.4 EXPENSES
ERHC will be responsible for all the out of pocket expenses of the Consultants
in connection with this project. ERHC will have the right to approve all
expenses prior to funds be expended on their behalf other than normal day to day
expenses. These expenses will include airfare, hotel accommodation, phone and
mailing, copying, and binding of required material.
5. CONSULTANT DUTIES
5.1 TOOLS AND EQUIPMENT
Consultants will supply all tools and equipment required to perform the services
under this Agreement. The Consultants are not required to purchase or rent any
of the equipment or services from ERHC.
5.2 WORKER'S COMPENSATION
The Consultants agree to provide workers compensation insurance for consultant's
employees and agents and agree to hold harmless and indemnify ERHC for any and
all claims arising out of any injury, disability, or death of any Consultant's
employees or agents.
5.3 ASSIGNMENTS
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Consultants without prior written approval of ERHC.
6. ERHC DUTIES
6.1 COOPERATION
ERHC agrees to comply with all reasonable requests of Consultants and provide
access to all documents reasonably necessary to the performance of Consultant's
duties under this Agreement.
6.2 ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned without prior written approval of The Consultants.
<PAGE>
7. TERMINATION
7.1 TERMINATION DUE TO SPECIAL EVENTS
This Agreement will terminate automatically on the occurrence of any of the
following events:
Bankruptcy or insolvency of either party Sale of the business by either
party Death of either party.
7.2 TERMINATION BY IBR FOR DEFAULT OF CONSULTANT
Should Consultants default in the performance of this Agreement or materially
breach its provision, ERHC, at ERHC option, may terminate this Agreement by
giving written notification to the Consultants. For the purpose of this section,
material breach of this Agreement shall include to not limited to the following
the filing of bankruptcy papers or other similar arrangements due to insolvency,
the assignment of the Consultant's obligations to third parties or acceptance of
employment or consulting arrangements with third parties which are or may be
opposed to Contractor's interests.
7.3 TERMINATION BY CONSULTANT FOR DEFAULT OF ERHC
Should ERHC default in the performance of this Agreement or materially breach
any of its provisions, the Consultants, at the Consultant's option, may
terminate this Agreement by giving written notice to ERHC . For the purpose of
this Agreement, material breach of this Agreement shall include but not be
limited to the following the filing of bankruptcy papers or other similar
arrangements due to insolvency, the assignment of ERHC obligations to third
parties.
7.4 TERMINATION FOR DELINQUENCIES
Should ERHC fail to pay the Consultants all or any part of the compensation set
forth in Paragraph 4 of this Agreement on the date due, The Consultants, at
Consultant's option, may terminate this Agreement if the failure is not remedied
by ERHC with in thirty (30) days from the date payment is due.
8. NOTICES
8.1 Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or
certified, postage prepared with return receipt requested. Mailed notices shall
be addressed to the parties at the address appearing in the introductory
paragraph of this Agreement, but each party may change the address by written
notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of two days after mailing.
<PAGE>
8.2 ENTIRE AGREEMENT
This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of service by the
Consultants for ERHC and
contains all the covenants and agreements between the parties with respect to
the rendering of such knowledge that no representations, inducements, promises,
or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding. Any modification of this Agreement will be effective only if it is
in writing and signed by both parties.
8.3 SEVERABILITY
If any action in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
8.4 ATTORNEYS' FEES
If any action at law or in equity, including an action for declaratory relief,
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action or in a separate
action brought for that purpose, in addition to any other relief to which that
party may be entitled.
8.5 GOVERNING LAWS
This Agreement will be governed by and construed in accordance with the laws of
the State of New York
Executed at Jericho, and New York
city state
/s/ William W. Wilson
Imperial International Design, Inc.
William W. Wilson
/s/ James A. Griffin
ERHC
James A. Griffin, Secretary
<PAGE>
EXHIBIT 4.2
<PAGE>
MINTMIRE & ASSOCIATES
ATTORNEYS AT LAW
265 SUNRISE AVENUE
SUITE 204
PALM BEACH, FLORIDA 33480
TEL: (561) 832-5696
FAX: (561) 659-5371
January 24, 1997
Via Facsimile: 624-1171
Mrs. Noreen Wilson
Environmental Remediation Holding Corporation
420 Jericho Turnpike
Suite 321
Jericho, NY 11753
RE: Corporate Securities Representation and Consulting
Dear Mrs. Wilson:
The purpose of this letter is to set forth the fee and expense
Agreement and other matters between me and ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION ("you" or the "Company"), relating to general corporate and
securities services and advice which I may subsequently render to you. I am
pleased to present this Agreement for your signature, and hope that in heralds a
long professional and personal relationship that is enjoyable and profitable for
both of us. Please sign the two originals of this letter I am providing, and
return one original to me in the enclosed envelope.
I. SCOPE OF WORK
This firm is authorized to act as special corporate and securities
counsel, to perform legal services, render professional legal advice and consult
with you and with persons you designate relating to federal and state corporate
and securities laws and matters involving international or non-U.S. law, as
requested. I will also assist you in relations with accounting and other
professionals, as requested. Unless otherwise agreed to in advance, all services
will be rendered on an hourly rate basis, as discussed below. This letter grants
me the authority to take all actions necessary to render legal services
requested of me. I am also empowered to retain the services of other associate
or special counsel, provided you have been notified and have approved the
arrangement and payment terms in advance. The services to be rendered may
include a due diligence review of any proposed mergers or acquisitions, advice
on structuring one or more reorganizations, preparation and/or review of all
transactional documents, preparation and filing of appropriate periodic reports
with the Securities and Exchange Commission and other regulatory authorities as
required, state securities filings and compliance, and
<PAGE>
securities advice and drafting of documents related to private placements and
public offerings by the Company.
II. FEE STRUCTURE.
A. Payment for Legal Services.
1. Hourly Compensation. I will bill the services I perform
under this Agreement on a monthly basis and at a discounted rate of $175.00 per
hour. This rate shall apply for all matters, including matters involving
international transactions, international or foreign corporate/securities law,
and the application of United States laws to foreign-related transactions
(including Regulation S transactions), unless we negotiate a fixed fee or other
arrangement for particular services. I bill by time in increments of 1/10th of
an hour.
2. Securities of the Company. In return for receiving the
discounted billing rate set forth above, the Company shall cause to be issued
One Hundred Thousand (100,000) shares of the company's Common Stock (the
"Shares") to me, valued at par, within ninety (90) days of the execution of this
Agreement. In addition, the Company shall prepare and file with the Securities
and Exchange Commission, at its expense, a Registration Statement on Form S-8
within ninety (90) days of the execution of the Agreement, to include the
Shares.
B. Advance Against Fees and Expenses.
None.
C. Expenses.
You agree to reimburse me for all costs and expenses incurred
on your behalf in the course of performing services under this Agreement. Such
expenses include but are not limited to travel expense, printing, photocopy, and
binding costs, outside and overtime secretarial costs if needed, long-distance
telephone charges, and other payments made by me to vendors on your behalf or in
connection with work for you. I will deduct such expenses from the advance each
month as incurred. I will charge my travel time to you on a portal-to-portal
basis, but will not include time spent on other matters. I will charge you for
photocopies and for automobile travel mileage at the rate of $.31 per mile. I
will not advance any filing fees, nor am I required to incur any other expense
not covered by the advance then on hand.
D. Billing Statements.
I will render a billing statement to you on a monthly basis
reflecting all legal services performed and expenses incurred; the statement
also will reflect all deductions made from the advance and all amounts not
covered by the advance and therefore due and payable on that statement. You
agree to pay each
<PAGE>
monthly billing statement upon receipt. Any billing statement or statement item
not paid within thirty (30) days of the statement date shall bear interest at
the rate of 1 1/2% per month (18% per annum) on the unpaid balance.
III. TERMINATION OR WITHDRAWAL.
Should you terminate my services or should I withdrawal as your
counsel, you agree to pay for all legal services theretofore rendered at my
normal hourly rate or rates in effect; for all unreimbursed expenses incurred by
me through the date of termination; and for all expenses associated with
preparing and shipping records to you. I may apply against the sum thus due all
advances being held by me, as well as other funds of yours that may be in my
safekeeping. After such application of funds, if any, you agree to pay all sums
owed me within thirty (30) days after termination or withdrawal. Any sums not
timely paid shall bear interest on the terms stated above.
IV. MISCELLANEOUS.
If it becomes necessary for me to collect, or hire another attorney to
collect, any sums owed under this Agreement, you agree to pay all reasonable
costs of such collection, including court costs and attorney's fees. You agree
that I may retain all papers, books, documents and securities belonging to you
which come into my possession in the course of my professional engagement
hereunder until all sums owed me are paid. Nothing in this Agreement shall limit
my statutory lien for attorney fees and expenses.
You further agree that this Agreement covers all legal services which I
render to or for another person or entity at your request, and covers related
expenses, and that you will pay all fees and expenses relating to such other
services, unless I have agreed otherwise in writing.
By signing below, you acknowledge that you have carefully read and
understand this Agreement in its entirety, that I have satisfactorily answered
all your questions concerning it, that you accept and agree to it in all
particulars, and that the execution of this Agreement has been duly authorized
by all requisite corporate action. I am pleased that you have chosen me to
perform this work for you, and feel confident that you will be satisfied with my
services.
Very truly,
/s/ Donald F. Mintmire
Donald F. Mintmire
DFM/lrc
Accepted and agreed to on January 24, 1997
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ Noreen Wilson
<PAGE>
EXHIBIT 5.3
<PAGE>
MINTMIRE & ASSOCIATES
ATTORNEYS AT LAW
265 SUNRISE AVENUE
SUITE 204
PALM BEACH, FLORIDA 33480
TEL: (561) 832-5696
FAX: (561) 659-5371
February 10, 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 February 10, 1997, in connection with the registration under the
Securities Act of 1933, as amended, of 1,600,000 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 Plans dated September 2, 1996, and January 24, 1997 (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 1,600,000 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.
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
<PAGE>
