<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GUNDLE/SLT ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE
(State or other jurisdiction of incorporation 22-2731074
or organization) (I.R.S. Employer Identification No.)
</TABLE>
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(281) 443-8564
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROGER J. KLATT
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(281) 443-8564
(Name, address and telephone number, including area code, of agent for service)
With Copies To
T. WILLIAM PORTER
PORTER & HEDGES, L.L.P.
700 LOUISIANA STREET, 35TH FLOOR
HOUSTON, TEXAS 77002
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF SHARES OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share................................ 7,000,000 $4.875 $34,125,000 $10,341
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based upon the
average of the high and low sale prices for the Common Stock reported by the
New York Stock Exchange on May 16, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 23, 1997
7,000,000 SHARES
GUNDLE/SLT ENVIRONMENTAL, INC.
COMMON STOCK
The 7,000,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of Gundle/SLT Environmental, Inc. (the "Company") offered hereby are
offered by a selling stockholder (see "Selling Stockholder"), and the Company
will not receive any of the proceeds from the sale of such shares.
The Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol "GSE." On May 16, 1997, the closing sale price of the Common Stock on
the NYSE was $5.00 per share.
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE, or otherwise, either directly
or through brokers or to dealers, at market prices prevailing at the time of
sale or at prices related to such market prices, or at such other prices as may
be negotiated and agreed to by the Selling Stockholder and any purchaser.
Alternatively, the Selling Stockholder may from time to time offer the Common
Stock through underwriters. In addition, the Selling Stockholder may sell the
Common Stock pursuant to Rule 144 of the Securities Act of 1933, as amended (the
"Securities Act"). The Selling Stockholder, brokers executing selling orders on
behalf of the Selling Stockholder, dealers to whom the Selling Stockholder may
sell and any underwriters may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any profit represented by the excess of
the selling price over the cost of the shares sold, and any commission, discount
or concession received may be deemed to be an underwriting discount or
commission under the Securities Act. For further information concerning the plan
of distribution of the Common Stock, see "Plan of Distribution."
The expenses of this offering, estimated at $41,000, will be paid by the
Company.
FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE COMMON STOCK, SEE
"RISK FACTORS" WHICH BEGINS ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Common Stock offered by
this Prospectus. Certain portions of the Registration Statement have not been
included in this Prospectus. For further information, reference is made to the
Registration Statement. Statements made in this Prospectus regarding the
contents of any contract or document filed as an exhibit to the Registration
Statement are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document so filed. Each such
statement is qualified by such reference.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information, can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and its regional offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a site on the World Wide Web that contains certain
documents filed with the Commission electronically. The address of such site is
http://www.sec.gov, and the Registration Statement may be inspected at such
site. The Common Stock is listed and traded on the NYSE and certain of the
Company's reports, proxy statements and other information can be inspected at
the offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been or will be filed with the
Commission by the Company, are incorporated herein by reference: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996; (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; (iii) the Company's Definitive Proxy Statement for the 1997 Annual Meeting
held on May 1, 1997; and (iv) any documents subsequently filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering of Common Stock hereunder.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated by reference as a part of the Registration
Statement, other than exhibits to such documents. Requests should be directed to
C. Wayne Case, Secretary, Gundle/SLT Environmental, Inc., 19103 Gundle Road,
Houston, Texas 77073, telephone (281) 443-8564.
2
<PAGE> 4
RISK FACTORS
Prospective investors should carefully consider the following factors, as
well as the other information contained in this Prospectus.
PRODUCT LIABILITY AND INSURANCE
Although the Company is not exposed to the type of potential liability that
might arise from being in the business of handling, transporting or storing
hazardous wastes or materials, the Company could be susceptible to liability for
environmental damage or personal injury resulting from defects in the Company's
products or negligence by Company employees in the installation of its lining
systems. Such liability could be substantial because of the potential that
hazardous or other waste materials might leak out of their containment system
into the environment. The Company maintains product liability insurance, which
includes pollution coverage in amounts which it believes to be prudent. However,
there is no assurance that this coverage will remain available to the Company.
The Company has experienced no material losses from defects in products and
installations. However, the Company's claims experience to date may not be a
meaningful measure of its potential exposure for product liability.
SEASONALITY AND OTHER BUSINESS CONDITIONS
The Company's operations are subject to seasonal fluctuation, with the
greatest volume of product deliveries and installations typically occurring
during the summer and fall. In addition, scheduled deliveries are often subject
to delay at the customers' request to correspond with customers' annual
budgetary and permitting cycles.
COMPETITION
The Company believes that there are approximately 30 companies engaged in
the production of various synthetic liners worldwide. At least twelve of these
companies compete directly with the Company throughout the world. The principal
competitive factors within the synthetic liner market are performance of the
lining system, installation capability and price. The Company believes that it
has been able to maintain its position within the synthetic lining market
because of the performance advantages of the Company's lining systems over other
types of liners available, the convenience to the customer of having the Company
take sole responsibility for the manufacture, installation and testing of its
lining systems and by being price competitive. Although the Company is a leading
supplier of synthetic lining systems, certain of the Company's existing
competitors are subsidiaries of larger companies that have greater financial
resources than the Company. Furthermore, the possibility exists that companies
with more significant resources than the Company could enter the synthetic
lining market.
RAW MATERIALS
The principal raw materials used by the Company are various high grade
polyethylene resins. The Company conducts initial screening tests of the resins
upon delivery as part of its quality control program. Each of the Company's
manufacturing units purchase polyethylene resins from two primary suppliers. The
Company uses different types of polyethylene resins utilizing proprietary
formulations of stabilizers and antioxidants to manufacture various products.
Polyethylene resins are occasionally in short supply and are subject to
substantial price fluctuation in response to market demand. The Company has not
encountered any significant difficulty to date in obtaining raw materials in
sufficient quantities to support its worldwide operations at current or expected
near-term future levels. But, any significant interruption in raw material
supplies or abrupt increases in raw material prices could have an adverse effect
upon the Company's operations.
3
<PAGE> 5
INTERNATIONAL OPERATIONS
The Company derives revenues from sales to geographic locations that
include political and economic environments that are considered to be high risk
with respect to the normal conduct of business. In addition, the Company
encounters risk with respect to currency exchange rate fluctuations, labor and
political disturbances, requirements as to local ownership and supply and other
unique circumstances which can adversely affect the Company's ability to do
business. As these events occur, there can be no assurance that such events will
not adversely affect the Company's results of operation and financial condition.
THE COMPANY
The Company manufactures, sells and installs synthetic lining systems and
products on a worldwide basis principally for the prevention of groundwater
contamination from municipal and industrial sources and for the containment of
water and industrial liquids and solids. The Company markets its lining systems
primarily to waste management, industrial and mining companies, municipalities
and other governmental agencies that own or operate waste, material processing,
water treatment or containment facilities, as well as to engineering firms and
construction contractors that serve these industries. The Company has
manufacturing facilities in the United States, the United Kingdom, Germany and
Egypt and maintains installation offices throughout the world.
The Company was formed in 1986 under the name Gundle Environmental Systems,
Inc. and, immediately following the merger in 1995 with SLT Environmental, Inc.,
the name was changed to Gundle/SLT Environmental, Inc. The principal offices of
the Company are located at 19103 Gundle Road, Houston, Texas 77073, and its
telephone number at that address is (281) 443-8564.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE or otherwise, either directly
or through brokers or to dealers, at market prices prevailing at the time of
sale or at prices related to such market prices, or at such other prices as may
be negotiated and agreed to by the Selling Stockholder and any purchaser.
Alternatively, the Selling Stockholder may, from time to time, offer the Common
Stock through underwriters. In addition, the Selling Stockholder may sell the
Common Stock pursuant to Rule 144 of the Securities Act. The Selling
Stockholder, brokers executing selling orders on behalf of the Selling
Stockholder, dealers to whom the Selling Stockholder may sell and any
underwriters may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit represented by the excess of the
selling price over the cost of the shares sold, and any commission, discount or
concession received may be deemed to be an underwriting discount or commission
under the Securities Act. At the time a particular offer of shares of Common
Stock is made, to the extent required, a supplement to this Prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public. Under contractual
arrangements between the Company and the Selling Stockholder, the Company is
obligated to indemnify the Selling Stockholder and any underwriters of the
shares offered hereby against certain civil liabilities under the Securities
Act.
4
<PAGE> 6
SELLING STOCKHOLDER
The following table sets forth information with respect to ownership of the
Common Stock by the Selling Stockholder as of the date of, and as adjusted to
reflect, the sale of the shares offered hereby.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OFFERING OWNED AFTER OFFERING
---------------------- --------------------
PERCENT SHARES TO PERCENT
NAME NUMBER OF CLASS BE SOLD NUMBER OF CLASS
---- ---------- --------- --------- ------ --------
<S> <C> <C> <C> <C> <C>
Wembley, Ltd...................... 7,000,000 40.3% 7,000,000 None --
</TABLE>
Samir T. Badawi, a director and chairman of the board of directors of the
Company (the "Board"), is president of Wembley, Ltd. Mr. Badawi was chairman of
the board of SLT Environmental, Inc. prior to its merger with the Company in
July 1995. Ahmed Y. Khalawi, a director of the Company, is a director of
Wembley, Ltd.
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Company consists of 30,000,000 shares of Common
Stock and 1,000,000 shares of preferred stock, par value $1.00 per share (the
"Preferred Stock"). At May 15, 1997, 18,087,111 shares of Common Stock,
including 2,591,206 treasury shares, and no shares of Preferred Stock were
outstanding.
COMMON STOCK
Each holder of the Common Stock is entitled to one vote per share with
respect to all matters submitted to holders of the Common Stock. The Common
Stock does not have cumulative voting rights, and holders do not have preemptive
rights. Subject to the rights of holders of Preferred Stock, holders of the
Common Stock will be entitled to receive dividends if, when and as declared by
the Board of Directors. Upon dissolution, liquidation or winding up of the
Company, holders of the Common Stock are entitled to share pro rata in all
assets remaining after the liquidation payments have been made on any
outstanding shares of Preferred Stock. The Common Stock is junior to the
Preferred Stock and is subject to all the powers, rights, privileges,
preferences and priorities of the Preferred Stock as set forth in the Restated
Certificate of Incorporation of the Company (the "Certificate") or in any
resolutions adopted by the Board of Directors of the Company.
PREFERRED STOCK
Shares of Preferred Stock may be issued in one or more series, which have
such designation, voting powers, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereon, including voting rights, dividends, rights on liquidation, dissolution
or winding up, conversion or exchange rights and redemption provisions, as set
forth in the resolutions adopted by the Board of Directors providing for the
issuance of such stock and as permitted by the Delaware General Corporation Law
(the "DGCL"). Although the Company has no current plans to issue Preferred
Stock, the issuance of shares of Preferred Stock, or the issuance of securities
convertible into or exchangeable for such shares, could be used to discourage an
unsolicited acquisition proposal that some or a majority of the stockholders
believe to be in their interests or in which stockholders are to receive a
premium for their stock over the current market price. In addition, the issuance
of Preferred Stock could adversely affect the voting power of the holders of
Common Stock. The Board of Directors does not presently intend to seek
stockholder approval prior to any issuance of currently authorized stock, unless
otherwise required by law or stock exchange rules.
SPECIAL PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION
Limitation of Director Liability. Section 102(b)(7) of the DGCL ("Section
102(b)") authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care. Although Section 102(b) does not change
5
<PAGE> 7
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The Certificate limits the
liability of directors to the Company or its stockholders to the fullest extent
permitted by Section 102(b). Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability for (i) any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) acts or omissions not in good
faith, or which involve intentional misconduct or a knowing violation of law,
(iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL, or (iv) any transaction from
which the director derived an improper personal benefit. In the view of the
Commission, the limitation of monetary liability pursuant to state law does not
apply to liabilities under the federal securities laws.
Indemnification. To the maximum extent permitted by law, the Certificate
and the Bylaws provide for mandatory indemnification of directors, officers,
employees and agents of the Company against all expenses, liabilities and losses
to which they may become subject or which they may incur as a result of being or
having been a director, officer, employee or agent of the Company or, at the
request of the Company, another corporation, partnership, joint venture, trust
or other enterprise. In addition, the Company must advance or reimburse
directors and officers and may advance or reimburse employees and agents for
expenses incurred by them in connection with indemnifiable claims. The Company
has also entered into Indemnification Agreements with each of its directors and
certain officers which require the Company to provide such indemnification.
Insofar as indemnification for liabilities arising out of the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company has been informed that, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
will be passed upon for the Company by Porter & Hedges, L.L.P. T. William
Porter, a partner with Porter & Hedges, L.L.P., is a director of the Company. At
May 15, 1997, Mr. Porter owned beneficially 5,000 shares of Common Stock and
held options to acquire an additional 14,500 shares.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
6
<PAGE> 8
======================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICTION OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED
TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 3
The Company........................... 4
Plan of Distribution.................. 4
Selling Stockholder................... 5
Description of Capital Stock.......... 5
Legal Matters......................... 6
Experts............................... 6
</TABLE>
======================================================
======================================================
GUNDLE/SLT
ENVIRONMENTAL,
INC.
---------------------
7,000,000 SHARES
COMMON STOCK
---------------------
PROSPECTUS
, 1997
======================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Company in connection with the
offering of the Common Stock to be registered and offered hereby are as follows:
<TABLE>
<S> <C>
Commission registration fee................................. $10,341
Printing expenses........................................... 5,000
Legal fees and expenses..................................... 20,000
Accounting fees and expenses................................ 2,500
Miscellaneous............................................... 3,159
-------
Total............................................. $41,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL permits a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action.
In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorneys' fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceedings, as well as to expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made by (i) a majority vote of a quorum of
disinterested members of the board of directors, or (ii) independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) the stockholders.
The Certificate and bylaws of the Company require the Company to indemnify
the Company's directors and officers to the fullest extent permitted under
Delaware law, and to implement provisions pursuant to contractual indemnity
agreements the Company has entered into with its directors and executive
officers. The Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty or arising under Section 174 of the DGCL. The Company has
purchased insurance on behalf of its directors and officers against certain
liabilities that may be asserted or incurred by such persons in their capacities
as directors or officers of the registrant, or that may arise out of their
status as directors or officers of the registrant, including liabilities under
the federal and state securities laws.
II-1
<PAGE> 10
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all the exhibits and financial statement
schedules filed as part of the Registration Statement.
(a) EXHIBITS
<TABLE>
<CAPTION>
<C> <S>
5.1 -- Opinion of Porter & Hedges, L.L.P., as to the legality of
the Common Stock.
23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit
5.1).
23.2 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney (included as part of the signature page
of this Registration Statement).
</TABLE>
(b) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of the Company or the
notes thereto, incorporated by reference herein, or the information is not
required.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 statement;
(2) 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; and
(3) 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.
The undersigned 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 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.
II-2
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 12
POWER OF ATTORNEY
Each of the undersigned hereby appoints William P. Reid and Roger J. Klatt
and each of them (with full power to act alone), as attorney and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Commission under the
Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 16, 1997.
By: /s/ WILLIAM P. REID
-------------------------------------
William P. Reid
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on May 16, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ WILLIAM P. REID Director, President and Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer)
William P. Reid
/s/ ROGER J. KLATT Senior Vice President, Secretary, Treasurer
- ----------------------------------------------------- and Chief Financial Officer (Principal
Roger J. Klatt Financial Officer and Principal Accounting
Officer)
/s/ SAMIR T. BADAWI Director
- -----------------------------------------------------
Samir T. Badawi
/s/ JAMES R. BURKE Director
- -----------------------------------------------------
James R. Burke
/s/ AHMED Y. KHALAWI Director
- -----------------------------------------------------
Ahmed Y. Khalawi
/s/ T. WILLIAM PORTER Director
- -----------------------------------------------------
T. William Porter
/s/ HUGH L. RICE Director
- -----------------------------------------------------
Hugh L. Rice
/s/ BRIAN D. YOUNG Director
- -----------------------------------------------------
Brian D. Young
</TABLE>
II-4
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
<C> <S>
5.1 -- Opinion of Porter & Hedges, L.L.P., as to the legality of
the Common Stock.
23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit
5.1).
23.2 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney (included as part of the signature page
of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
May 16, 1997
Gundle/SLT Environmental, Inc.
19103 Gundle Road
Houston, Texas 77073
Re: Opinion as to legality of Common Stock
Gentlemen:
We have examined the Restated Certificate of Incorporation, the Bylaws and
the corporate proceedings of Gundle/SLT Environmental, Inc., a Delaware
corporation ("Company"), and the Form S-3 Registration Statement relating to the
registration with the United States Securities and Exchange Commission under the
Securities Act of 1933 of the 7,000,000 shares (the "Shares") of outstanding
common stock, par value of $.01 per share, of the Company ("Common Stock") for
the purpose of offering to the public, and have made such other examinations as
we deem necessary in the premises; and from such examinations we are of the
opinion that the Shares have been duly authorized by all necessary corporate
action and are validly issued, fully paid and nonassessable outstanding shares
of Common Stock.
We consent to the references to us under the caption "Legal Matters" in the
Company's Form S-3 Registration Statement relating to the Shares, and in the
related Prospectus.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gundle/SLT
Environmental, Inc. for the registration of 7,000,000 shares of its common stock
and to the incorporation by reference therein of our report dated January 31,
1997, with respect to the consolidated financial statements and schedules of
Gundle/SLT Environmental, Inc. included in its Annual Report on Form 10-K for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
May 21, 1997
