As filed with the Securities and Exchange Commission on November 26, 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 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)
AMENDED STOCK COMPENSATION PLANS
DATED SEPTEMBER 2, 1996 (AS AMENDED MAY 7, 1997) and JANUARY 24,
1997 (AS AMENDED MAY 8, 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 Amount 1 Proposed 2,3 Proposed 2,3 Amount of4
Class of being Maximum Maximum Registration
Security being Registered Offering Aggregate Fee
Registered Price/Per Offering
Share Price/Share
Common Stock, 1,500,000 $0.3750 $ 562,500 $170.45
Par Value $.0001
</TABLE>
1 Shares registered pursuant to this registration statement were available for
issuance as of May 15, 1997 under Environmental Remediation Holding Corporation
Stock Compensation Plan. The foregoing shares were previously ineffectively
registered in the Company's post-effective amendment to its Registration
Statement (Registration No. 0-17325), filed on May 14, 1997. This Registration
Statement is filed solely to effectively register such shares.
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 pursuant to Rule 457(h).
<PAGE>
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
1,500,000 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 June 30, 1997; (iii) Form 8-K's dated July 7, 1997; July
23, 1997; July 25, 1997; and, August 14, 1997; and (iv) Form S-8's dated
September 5, 1996; February 10, 1997; March 13, 1997; May 15, 1997 (First
Post-Effective Amendment to Registration Statement Under the Securities Act of
1933); and July 25, 1997.
(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 Town of Palm Beach, Florida, this 26 day of November, 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 November 26, 1997
James A. Griffin, Esq. and Director
/s/ Sam L. Bass, Jr. CEO and Director November 26, 1997
Sam L. Bass, Jr.
/s/ James Callender Director November 26, 1997
James Callender
/s/ William Beaton Director November 26, 1997
William Beaton
<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>
AMENDMENT TO EMPLOYMENT CONTRACT
BY and BETWEEN
ENVIRONMNTAL REMEDIATION HOLDING CORP
and
IMPERIAL INTERNATIONAL DESIGN, INC.
This is an agreement, effective this date, 7 day of May, 1997 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 Environmental Remediation Holding Corp of
111 Tubing Road, Broussard, Louisiana hereinafter called " ERHC" This is an
addendum to the original contract dated September 2, 1996.
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. ERHC in the last five months has requested Imperial take
over negotiation of two major contracts on their behalf the first in Africa and
the second in Indonesia. As part of this agreement Imperial has covered all of
the expenses of signing these agreements.
TERMS
1. Consultants agrees to extend the original agreement for (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 on the basis that the repayment of
each loan shall be guaranteed by either the Government of or an entity or bank
controlled by the government of otherwise acceptable to Exim Bank ("the
guarantor"). Imperial will arrange financing on any other projects that ERHC is
successful in obtaining or investments it is able to arrange for the company.
Imperial has completed the loan packages and presentation required by ERHC to
make application to the lenders as part of this agreement.
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. Unless the parties agree to become joint venture partners.
<PAGE>
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.
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 in Antigua, Trinidad & Tobago, Indonesia, Congo, and Sam Tome for
both major oil concessions as well as reworking of older fields, both as regards
to participation in its projects by ERHC public and private sector investors or
in connection with the procurements of an acceptable guarantee from the
Guarantor. The Consultants will be responsible for completing all paperwork
required by lenders, investor, government. This paper work is not limited to
application, Government required documentation, cash flows, material lists,
supplier list, and Corporate information as are needed in obtaining a loan from
lenders or investors. If requested by ERHC the Consultants will facilitate the
placement of the Bank loan with a lender acceptable to both Exim Bank, the
lender, investor and Contractor. The Consultants have the right to refuse to
perform specific requests by Contractor other than as so defined and identified.
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
$5000.00 USD a month till closing of the loan with a lender for 13.5 million.
<PAGE>
Upon the closing of the loan consultant(s) shall receive a 5% of the total
amount of said loan, minus such monies expended by ERHC prior to closing.
Further to Consultant upon the signing of the agreement will be provided with
2,500,000 shares of ERHC free trading stock. (inclusive of the original 1.5
million issued)
4.2 BILLING
The Consultants shall submit a bill for all services rendered in accordance with
the work that has been completed.
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 or 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.
<PAGE>
6.2 ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned without prior written approval of The Consultants.
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
7.2 TERMINATION BY ERHC 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 provision, 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 Nassau Jerchio, New York
County City State
/s/William W. Wilson
- -------------------------------------
Imperial International Design, Inc.
William W. Wilson
/s/James A. Griffin
- -------------------------------------
Environmental Remediation Holding Corp
James A. Griffin, Secretary
<PAGE>
EXHIBIT 4.2
<PAGE>
Mintmire & Associates
Attorneys at Law
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
FAX (561) 659-5371
May 8, 1997
(Amended from January 24, 1997)
Via Facsimile: 624-1171
Mrs. Noreen Wilson
Environmental Remediation Holding Corporation
420 Jericho Turnpike
Suite 321
Jericho, NY 11753
Re: Representation
Dear Mrs. Wilson:
Set forth below is our proposal for our representation in all matters
pertaining to general corporate and securities activities.
We will perform our legal services on an hourly rate basis. Currently,
our hourly rates are $175.00 per hour for legal services. Time spent by any law
clerk, information specialist, legal assistant or other paraprofessional is
currently charged at $80-95.00 per hour. Our hourly rates are subject to change
from time to time.
From time to time, it will become necessary to enlist the services of
other attorneys or experts with varying areas of expertise, (such as security
attorneys, copyright attorneys, tax attorneys, etc.), and you agree to
compensate these attorneys and/or experts directly at their normal rates. Our
goal in each instance is to render the best legal services we can in the most
efficient manner. In order to accomplish this goal, the attorney in charge of a
particular matter for you may retain on your behalf, other attorneys or experts
to perform various services for you in connection with different matters or
different aspects of the same matter.
<PAGE>
We will also bill for disbursements and other services. The
disbursements include such things as filing fees, certified or registered mail,
mass mailing, special copying costs, teleconference call charges, courier
services, expedited mail delivery (e.g., Federal Express), deposition costs,
travel costs, and the fees and expenses of experts, if needed. We also charge
for certain additional services rendered by the firm, including computerized
database access and usage (e.g., Lexis, Westlaw and other databases), special
word processing and secretarial services, and the receipt and transmission of
telecopies. These matters will be included on each invoice. In addition, the
firm charges a 5% overhead charge, based upon the gross amount of the fee, to
cover the costs of routine mailing, telephone and photocopying.
We bill fees, disbursements and other services on a monthly basis and
payment is due within fifteen (15) days of receipt. If no comment about a
statement is made within fifteen (15) days of its date, we will assume that you
have reviewed it and find it acceptable. Interest at the rate of 12% per year
will be charged on invoice amounts which are not paid within thirty (30) days of
the invoice date. We hope and expect that this will never occur, but this
procedure is necessary for us to continue operating on a sound fiscal basis and
render quality legal services.
By agreement, we may accept stock in the Company for part of our fees.
Such stock would have to be free trading. We can agree on amounts from time to
time. Company agrees to deliver to the undersigned 600,000 shares of such stock
by S-8 Registration to satisfy this commitment.
If you fail to pay any amount owing to the firm, you will also be
responsible for all collection expenses incurred by the firm, including costs
and a reasonable attorney's fee, whether or not commencement of litigation is
required.
If at any time you want to terminate our services, please notify the
undersigned in writing. Likewise, if at any time we find that we are unable to
continue representing you, we will notify you in writing. As soon as possible
after any such termination, a final bill will be prepared and sent to you.
We reserve the right to terminate our representation if you fail to
comply with the terms of this fee agreement, and you agree not to contest our
withdrawal from any court or administrative proceeding in such an event.
We request a retainer in the amount of $20,000.00. The deposit will be
kept in the firm account and will be applied to disbursements as incurred and
for any fees and services which have not been paid when due. At the termination
of our representation in this matter, the remaining deposit, if any, will be
applied to any outstanding balance or, if not, will be returned to you. Should
the deposit be depleted below $20,000.00, you will replenish it up to that
amount. Should the activities in this matter
<PAGE>
warrant, we may request an additional amount of deposit for the protection of
the firm.
We will perform the legal services which we have agreed to undertake on
your behalf in a professional manner and keep you informed of all material
developments in a reasonable and timely manner. To enable us to do this, you
agree to disclose such facts as are requested and as are reasonably necessary
for us to perform the services for which you have retained us. Although we may
give you our professional judgment regarding a matter, as to the likelihood of a
favorable outcome on a particular case, the amount of a potential recovery, what
a clause in a document says, or whether a particular contract or negotiation
will result in the desired outcome, we are never able to guarantee any of these.
What we will endeavor to do is to give you our best judgment in light of the law
and the particular facts made known to us.
After you have had the opportunity to review this proposed fee
agreement, please feel free to call me with any comments or questions you have
about it. If the fee agreement meets with your approval, kindly sign where
indicated below to evidence your agreement with the matters set forth herein and
return to me, with the requested retainer, in the enclosed self-addressed
envelope.
Yours truly,
/s/ Donald F. Mintmire
Donald F. Mintmire
DFM/lrc
I hereby accept the legal representation by Mintmire & Associates as
described above.
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, FL 33480
(561) 832-5696
FAX (561) 659-5371
May 14, 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 May 14, 1997, in connection with the registration under the Securities Act
of 1933, as amended, of an additional 1,500,000 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 Plans dated September 2, 1996 (as amended May 7, 1997), and January 24,
1997 (as amended May 8, 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 1,500,000 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.
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
<PAGE>
EXHIBIT 24.1
<PAGE>
(Contained in Exhibit 5.3)
