UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
(Name of small business issuer in its charter)
COLORADO 88-0218499
- -------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16101 LaGrande Drive, Suite 100
Little Rock, AR 72223
- ------------------------------ ---------------------------
(Address of principal place (Zip Code)
of business)
STOCK COMPENSATION PLANS DATED May 1, 1998 and August 18, 1999
-----------------------------------------------
(Full title of the plan)
Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480;
Tel: (561) 832-5696
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED ROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PER PRICE PER
SHARE SHARE
Common Stock 4,215,000 (2) $0.065 $268,125 $100.00
Par value $.001
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale price of
the Company's Common Stock on August 19, 1999 as reported on the OTC Electronic
Bulletin Board for the Company's Common Stock and par value of the underlying
Common Stock for the Company's Options.
(2) Represents the number of shares of Commons Stock registered pursuant to this
registration statement available for issuance as of September 1, 1999 under
Environmental Remediations Corporation Stock Compensation Plans.
<PAGE>
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Act of 1933 (the "Act") and the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, as amended (File No. 0-17325)
(2) The Registrant's Form 10-Q for the quarters ended December 31, 1998,
March 31, 1999 and June 30, 1999 and all other reports filed by the Registrant
with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant's Annual Report
referred to above; and
(3) The description of the Common Stock of the Registrant contained in the
Registrant's Registration Statement filed on Form S-1 (Registration No.
333-43919), as amended filed pursuant to the Act.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 herein 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.
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 (the "Act") 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
<PAGE>
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 of 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 Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Mintmire & Associates
10.1 Form of Stock Compensation Plan for Charles N. Wooten, Ltd. dated May
1, 1998 (previously filed November 19, 1998)
* 10.2 Retainer Settlement Agreement with Hartke & Hartke for Legal Services
dated August 18, 1999
* 23.1 Consent of Durland & Company CPA's
* 23.2 Consent of Mintmire & Associates. (contained in the opinion filed as
Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering.
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
<PAGE>
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf, in the City of Little Rock, AR on August
24, 1999.
ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION
By:/s/Geoffrey Tirman
--------------------------------
Geoffrey Tirman, Director, President
and Chief Executive Officer
By:/s/ Laura Kleber
--------------------------------
Laura Kleber, Director, Treasurer
and Chief Financial Officer
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/ Geoffrey Tirman Chairman, President and August 24, 1999
- -----------------------
Geoffrey Tirman Chief Executive Officer
/s/ Laura Kleber Director, Treasurer and August 24, 1999
- ----------------------- Chief Financial Officer
Laura Kleber
/s/ Mark A. Lee Director and Vice President August 24, 1999
- -----------------------
Mark A. Lee
/s/ Brian Ladin Director and Secretary August 24, 1999
- -----------------------
Brian Ladin
/s/ James Callender, Sr. Director August 24, 1999
- -----------------------
James Callender, Sr.
/s/ Noreen Wilson Director August 24, 1999
- -----------------------
Noreen Wilson
[signature page S-8 8/24/99]
EXHIBIT 5.1
August 23, 1999
Board of Directors
Environmental Remediation Holding Corporation
16101 LaGrande Drive, Suite 100
Little Rock, AR 72223
Gentlemen:
At 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 August 24,
1999, in connection with the registration under the Securities Act of 1933, as
amended, of 4,125,000 shares of the Company's Common Stock, $.001 par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Stock Compensation Plans dated May 1, 1998 and the
Retainer Settlement Agreement dated August 18, 1999 (respectively the "Plans").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Plans.
It is our opinion that the 4,125,000 shares of the Stock may be issued and sold
by the Company pursuant to the Plans, when issued and sold in the manner provide
in the Plans, 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 yours,
/s/ MINTMIRE & ASSOCIATES
- -------------------------
Mintmire & Associates
Palm Beach, FL
EXHIBIT 10.2
ERHC
P.O. Box 24110, Little Rock, AR 72223
Tel: 501.821.2222 Fax: 501.821.2244
August 18, 1999
Via Facsimile
703.790.5435
Mr. Wayne Hartke
The Hartke Building
7637 Leesburg Pike
Falls Church, VA 22043
Dear Mr. Hartke
Thank you for your telephone call today. I hope you and your daughter arrive
safely in Arizona. Pursuant to our conversation and to your letter dated June
24, 1999 to Noreen Wilson, you and your firm are owed approximately $85,000 for
which you indicated your willingness to accept common stock in ERHC.
ERHC will issue you 1,215,000 shares at current market prices to satisfy this
obligation. I have spoken with Mercedes Travis and instructed her to issue such
share amount to you and to include such shares in an upcoming S-8 to be filed.
Furthermore, no other monies are owed to you or any of the groups you are
affiliated with and we have asked you to refrain from performing services on
behalf of the company until we have a chance to sit down and speak about our
relationship going forward. Please be assured that ERHC is interested in working
with your firm in many difference capacities and that we are not interested in
terminating the relationship.
Please signify your agreement with the terms above by signing below and return
fax and mail the original to me at:
Geoffrey Tirman
P.O. Box 241100
Little Rock, AR 72223
T: 501.821.6800 F: 501.821.6888
Thank you very much for your flexibility with this matter and for your good
faith. It will not be forgotten.
Kindest regards, SIGNED AND AGREED
/s/ Geoffrey Tirman /s/ Hartke and Hartke by Vance Hartke
Date: August 19, 19999
cc. Mercedes Travis
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement of
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION on Form S-8 to be filed on or
about September 1, 1999, with the Securities and Exchange Commission the
consolidated financial statements of ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION and subsidiaries which expresses an unqualified opinion and includes
an explanatory paragraph relating to a going concern uncertainty appearing in
the Annual Reports on Form l0-K of ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
for the year ended September 30, 1998.
/s/ Durland & Company, CPA's, P.A.
Durland & Company, CPA's, P.A.
Palm Beach, Florida
September 1, 1999
