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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 Flagler Drive, Suite 909
West Palm Beach, Florida 33401
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(Address of principal place (Zip Code)
of business)
STOCK COMPENSATION PLAN DATED JANUARY 24, 1997
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(Full title of the plan)
Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480;
Tel: (561) 832-5696
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED 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 4,000,000(2) $0.125 $500,000 $139.00
(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 June 11, 1999, 1998 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 June 11, 1999 under
Environmental Remediation Holding Corporation's Stock Compensation Plan.
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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-KSB 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 March 31, 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 on January 25, 1999 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.
See Legal Consulting Agreement of Donald F. Mintmire listed as Exhibit
10.1. There are no other such interests.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits the liability to the
Company of individual directors for certain breaches of their fiduciary duty to
the Company. The effect of this provision is to eliminate the liability of
directors for monetary damages arising out of their failure, through negligent
or grossly negligent conduct, to satisfy their duty of care, which requires them
to exercise informed business judgment. The liability of directors under the
federal securities laws is not affected. A director may be liable for monetary
damages only if a claimant can show a breach of an individual director's duty of
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loyalty to the Company, a failure to act in good faith, intentional misconduct,
a knowing violation of the law, an improper personal benefit or an illegal
dividend or stock purchase.
The Company's Certificate of Incorporation also provides that each director
or officer of the Company serving as director or officer shall be indemnified
and held harmless by the Company to the fullest extent authorized by law,
against all expense, liability and loss (including attorneys fees, judgments,
fines, Employee Retirement Income Security Act, excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Mintmire & Associates
10.1 Form of Legal Consulting Agreement of Donald F. Mintmire
dated January 24, 1997 (previously filed February 10, 1997,
Registration No. 0-17325)
* 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, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) 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.
(3) insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
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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 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.
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, in the City of West Palm Beach, Florida on
August 5, 1999.
ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION
By:/s/ERNEST CHU
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Ernest Chu, Chairman of the Board 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/ ERNEST CHU Chairman of the Board 08-05-99
Ernest Chu and Chief Financial Officer
/s/ STEVEN WARNER Director and President 07-30-99
Steven Warner
/s/ LEE HENDELSON Director and Secretary 08-05-99
Lee Hendelson
/s/ JAMES A. GRIFFIN Director 07-30-99
James A. Griffin
/s/JAMES R.CALLENDAR,Sr. Director, Interim Vice President 07-23-99
James R. Callendar, Sr. and Interim Chief Operating
Officer
/s/ ROBERT MCKNIGHT Director 07-22-99
Robert McKnight
/S/KEN WATERS Director 07-22-99
Ken Waters
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Mintmire & Associates
23.1 Consent of Durland & Company CPA's
EXHIBIT 5.1
June 14, 1999
Board of Directors
Environmental Remediation Holding Corporation
777 S. Flager Drive
Suite 909
West Palm Beach, Florida 33401
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 June 15,
1999, in connection with the registration under the Securities Act of 1933, as
amended, of 4,000,000 shares of the Company's Common Stock, no par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Stock Compensation Plan dated January 24, 1997
(the "Plan").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Plan.
It is our opinion that the 4,000,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the 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 yours,
/s/ MINTMIRE & ASSOCIATES
EXHIBIT 23.1
Durland & Company
Certified Public Accountants
A Professional Association
340 Royal Palm Way, 3rd Floor
Palm Beach, FL 33480
561-822-9995 * FAX 822-9942
Environmental Remediation Holding Corporation
777 South Flagler Drive
West Palm Beach, Florida 33401
INDEPENDENT AUDITORS CONSENT
Ladies and Gentlemen:
We hereby consent to the incorporation by reference in this Registration
Statement of ENVIRONMENTAL REMEDIATION HOLDING CORPORATION on Form S-8 of our
report dated January 21, 1999 on the consolidated financial statements of the
Company which is part of this Resgistration Statement.
/s/ DURLAND & CO., CPA'S P.A.
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DURLAND & CO., CPA'S P.A.
Palm Beach, Florida
August 5, 1999
