SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
KBF POLLUTION MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2687588
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
KBF Plaza, One Jasper St., Paterson, NJ 07522
(Address of principal executive offices) (Zip Code)
KBF POLLUTION MANAGEMENT, INC. 1994 STOCK OPTION PLAN;
KBF POLLUTION MANAGEMENT, INC. 1998 STOCK OPTION PLAN
(Full Title of the Plan)
______________________
Lawrence Kreisler
President, Chief Executive Officer
KBF Pollution Management, Inc.
KBF Plaza, One Jasper St., Paterson, New Jersey 07522
(973) 942-7700
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
______________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
Title Amount to Proposed Proposed Maximum Amount of
of Be Maximum Offering Price Registration
Each Registered Offering (2) Fee
Class (1) Price Per
of Share
Securities
to be
Offered
Common 50,000,000 $.17 $9,500,000 $ 2,641.00
Stock,
$.00001 par
value,
issuable upon
exercise of
options under
KBF Pollution
Management,
Inc. 1994
Employee
Stock Option
Plan and KBF
Pollution
Management,
Inc. 1998
Employee
Stock Option
Plan
</TABLE>
(1) This amount reflects an aggregate of: 50,000,000 shares of Common
Stock which are issuable pursuant to stock options granted under the KBF
Pollution Management, Inc. 1994 Employee Stock Option Plan and the KBF
Pollution Management, Inc. 1998 Employee Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices reported in the
NASDAQ National Market Over the Counter Bulletin Board on November 19, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
KBF Pollution Management, Inc. (the "Company") incorporates herein
by reference the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's latest annual report on Form 10-KSB for the year
ended December 31, 1997, and filed with the Commission on April 6, 1998.;
(2) The Company's Quarterly reports on Form 10-QSB for the quarters
ended June 30, 1998; March 31, 1998 as filed with the Commission on August 18,
1998, and May 21, 1998, respectively;
(3) the Company's registration statement on Form 10-SB filed with
the Commission on August 27, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all of the securities offered hereby have been sold or which deregisters all
of such securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof from the
date of filing of such documents. Any statement, including financial
statements, contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
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 registration statement.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Indemnification. The Company shall indemnify to the fullest extend permitted
by, and in the manner permissible under the laws of the State of New York, any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that he is or was a director or officers of the Company, or served any
other enterprise as director, officer or employee at the request of the
Company. The Board of Directors, in its discretion, shall have the power on
behalf of the Company to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to director, officers and controlling person of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act, and is therefor, 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
proceedings) is asserted by such director, officer or controlling person in
connection with any 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 whether
such indemnification by its is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS HELD TO
BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION, AND IS
THEREFOR UNENFORCEABLE.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
4.1 KBF Pollution Management, Inc. 1994 Employee Stock Option
Plan
4.2 KBF Pollution Management, Inc. 1998 Employee Stock Option
Plan
5.1 Opinion of Schonfeld & Weinstein, L.L.P.
23.1 Opinion of Shapiro Bress & Guidice, P.C., Independent
Auditors
23.2 Consent of Shapiro Bress & Guidice, P.C.
23.3 Opinion of Irving Handel & Co., Independent Auditors
23.4. Consent of Irving Handel & Co.
23.5 Consent of Schonfeld & Weinstein, L.L.P.(reference is made
to Exhibit 5.1)
The Company will submit the Plans and any amendments thereto to the Internal
Revenue Service (IRS) in a timely manner, and will make all changes required
by the IRS in order to qualify the Plans.
Item 9. Undertakings
(a) The Company 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;
(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;
(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, 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
bonafide offering thereof.
(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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 the initial
bona fide offering thereof.
(c)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions described under Item 6
above, or otherwise, the Company 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 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 the 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 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.
(I)-(j) Inapplicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Patterson, New Jersey on November
18, 1998.
KBF Pollution Management, Inc.
By: Lawrence Kreisler
Lawrence Kreisler
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
Lawrence Kreisler 11/18/98
Chief Executive Officer
Lawrence Kreisler Chairman of the Board
President
Kathi Kreisler 11/18/98
Secretary, Treasurer
Kathi Kreisler Director
Joseph J. Cassuccio, Jr. CPA 11/18/98
Chief Financial Officer
Joseph J. Cassuccio, Jr., CPA Vice President, Director
Kevin Kreisler 11/18/98
Vice President, Director
Kevin Kreisler
Director
Frederick Eisenbud
Director
Anthony Leteri
Director
Stephen Lewen
<PAGE>
<PAGE>
Exhibit 4.1 KBF Pollution Management, Inc. 1994 Employee Stock Option Plan
KBF Pollution Management, Inc.
1994 STOCK OPTION PLAN (As Reported in 1997 10-K)
In January 1987, the Company adopted an Incentive Stock Option Plan (the "ISO
Plan") covering 5,000,000 shares of the Company's Common Stock, pursuant to
which employees, including officers, of the Company are eligible to receive
incentive stock options as defined under the Internal Revenue Code of 1986, as
amended. Under the ISO Plan, options may be granted at not less than 100%
(110% in the case of 10% shareholders) of the fair market value (100% of the
closing bid price on the date of grant) of the Company's Common Stock on the
date of grant. Options may not be granted more than ten years from the date of
adoption of the ISO Plan. Options granted under the ISO Plan must be exercised
within then (10) years from the date of grant. Options granted under the ISO
Plan must be exercised within three months after termination of employment for
any reason other than death or disability, and within one year after
termination of employment due to death or disability. The Board of Directors
of the Company has the power to impose additional limitations, conditions and
restrictions in connection with the grant of any option.
<PAGE>
<PAGE>
Exhibit 4.2 KBF Pollution Management, Inc. 1998 Employee Stock Option Plan
KBF Pollution Management, Inc.
1998 STOCK OPTION PLAN
1. Purpose of the Plan.
The purposes of this Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to such individuals, and to promote the success of the
Company's business by aligning employee financial interests with long-term
shareholder value. Options granted hereunder may be either Incentive Stock
Options or Nonqualified Stock Options, at the discretion of the Board and as
reflected in the terms of the written option agreement.
2. Definitions.
As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee, if such Committee has been
appointed, or the Board of Directors of the Company, if such
Committee has not been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the
Plan, if one is appointed; provided, however, if the Board of
Directors appoints more than one Committee pursuant to Section 4,
then "Committee" shall refer to the appropriate Committee, as
indicated by the context of the reference.
(d) "Common Shares" shall mean the common shares of KBF Pollution
Management, Inc.
(e) "Company" shall mean KBF Pollution Management, Inc., a New York
corporation, and any successor thereto.
(f) "Consultant" shall mean any person retained by the Company for
consultancy services.
(g) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous
Status as an Employee shall not be considered interrupted in the
case of sick leave, maternity leave, infant care leave, medical
emergency leave, military leave, or any other leave of absence
authorized in writing by a duly appointed officer of the Company
prior to its commencement.
(h) "Employee" shall mean any person, including officers, employed by
the Company or any Parent or Subsidiary of the Company.
(i) "Incentive Stock Option" shall mean any Option intended to qualify
as an incentive stock option within the meaning of Section 422 of
the Code.
(j) "Non-Employee Director" shall have the same meaning as defined or
interpreted for purposes of Rule 16b-3 (including amendments and
successor provisions) as promulgated by the Securities and
Exchange Commission pursuant to its authority under the Exchange
Act ("Rule 16b-3").
(k) "Nonqualified Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.
(l) "Option" shall mean a stock option granted pursuant to the Plan.
(m) "Optioned Shares" shall mean the Common Shares subject to an
Option.
(n) "Optionee" shall mean an Employee who receives an Option.
(o) "Outside Director" shall have the same meaning as defined or
interpreted for purposes of Section 162(m) of the Code.
(p) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(q) "Plan" shall mean this 1998 Stock Option Plan, including any
amendments thereto.
(r) "Share" shall mean one Common Share, as adjusted in accordance
with Section 11 of the Plan.
(s) "Subsidiary" shall mean (i) in the case of an Incentive Stock
Option a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code, and (ii) in
the case of a Nonqualified Stock Option, in addition to a
subsidiary corporation as defined in (i), a limited liability
company, partnership or other entity in which the Company controls
50percent or more of the voting power or equity interests.
3. Shares Subject to the Plan.
This Plan shall amend and supercede the previously authorized 1994 Plan, under
which plan the maximum aggregate number of shares which may have been optioned
and sold was 50,000,000 Common Shares. Subject to the provisions of Section 10
of this Plan, the maximum aggregate number of shares which may be optioned and
sold under this plan is 50,000,000, which amount includes any options from
time to time outstanding under the 1994 Plan which this Plan supercedes and
replaces. The Shares may be authorized, but unissued, or reacquired Common
Shares. If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board of
Directors of the Company.
(1) The Board of Directors may appoint one or more Committees
each consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of
Directors, subject to such terms and conditions as the Board
of Directors may prescribe. Once appointed, such Committees
shall continue to serve until otherwise directed by the
Board of Directors.
(2) Any grants of Options to officers who are subject to Section
16 of the Securities Exchange Act of 1934 (the "Exchange
Act") shall be made by (i) a Committee of two or more
directors, each of whom is a Non-Employee Director and an
Outside Director or (ii) as otherwise permitted by both
Rule16b-3, Section 162(m) of the Code and other applicable
regulations.
(3) Subject to the foregoing subparagraphs (1) and (2), from
time to time the Board of Directors may increase the size of
the Committee(s) and appoint additional members thereof,
remove members (with or without cause) and appoint new
members in substitution therefor, or fill vacancies however
caused.
(b) Powers of the Board. Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion: (i) to grant
Incentive Stock Options or Nonqualified Stock Options; (ii) to
determine, in accordance with Section 8(b) of the Plan, the fair
market value of the Shares; (iii) to determine, in accordance with
Section 8(a) of the Plan, the exercise price per share of Options
to be granted; (iv) to determine the Employees to whom, and the
time or times at which, Options shall be granted and the number of
Shares to be represented by each Option; (v) to interpret the
Plan; (vi) to prescribe, amend, and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions
of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (viii)
to reduce the exercise price per share of outstanding and
unexercised Options; (ix)to accelerate or defer (with the consent
of the Optionee) the exercise date of any Option; (x) to authorize
any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted
by the Board; and (xi) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations, and
interpretations of the Board shall be final and binding on all
Optionees and any other holders of any Options granted under the
Plan.
5. Eligibility.
(a) Incentive stock options may be granted only to Employees. Non-
qualified Stock Option's which may be granted to Employees and
Consultants.
(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonqualified Stock Option.
However, notwithstanding such designations, to the extent that the
aggregate fair market value of the Shares with respect to which
Options designated as Incentive Stock Options are exercisable for
the first time by any Optionee during any calendar year (under all
plans of the Company) exceeds $100,000, such Options shall be
treated as Nonqualified Stock Options.
(c) For purposes of Section 5(b), Options shall be taken into account
in the order in which they were granted, and the fair market value
of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.
(d) Nothing in the Plan or any Option granted hereunder shall confer
upon any Optionee any right with respect to continuation of
employment with the Company, nor shall it interfere in any way
with the Optionee's right or the Company's right to terminate the
employment relationship at any time, with or without cause.
6. Term of Plan.
The Plan shall become effective upon ratification by the shareholders. It
shall continue in effect until December 31, 2008, unless sooner terminated
under Section 14 of the Plan.
7. Term of Option.
The term of each Option shall be no more than ten (10) years from the date of
grant. However, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns Shares representing more
than ten percent (10%) of the voting power of all classes of shares of the
Company or any Parent or Subsidiary, the term of the Option shall be no more
than five (5) years from the date of grant.
8. Exercise Price and Consideration.
(a) The per Share exercise price under each Option shall be such price
as is determined by the Board, subject to the following:
(1) In the case of an Incentive Stock Option (i) granted to an
Employee who, at the time of the grant of such Incentive
Stock Option, owns shares representing more than ten percent
(10%) of the voting power of all classes of shares of the
Company or any Parent or Subsidiary, the per Share exercise
price shall be no less than 110% of the fair market value
per Share on the date of grant; (ii) otherwise if granted to
any other Employee, the per Share exercise price shall be no
less than 100% of the fair market value per Share on the
date of grant.
(2) In the case of a Nonqualified Stock Option the per Share
exercise price may be less than, equal to, or greater than
the fair market value per Share on the date of grant.
(b) The fair market value per Share, for the purposes of this Plan,
unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, shall mean, as of any date,
the closing sale price of a share of the Common Stock is listed or
admitted to trading, or, if not listed or traded on any such
exchange, the Nasdaq Stock Market, or, if such closing sale price
is not available, the average of the bid and asked price per share
on such date as reported on the Nasdaq Stock Market or by the
National Quotation Bureau or the Electronic Bulletin Board
operated by the NASD, or, if such quotations are not available,
the fair market value as determined by the Board, which
determination shall be conclusive.
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Board at the time of grant and may consist of
cash and/or check. Payment may also be made by delivering a
properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the
amount of sale proceeds necessary to pay the exercise price. If
the Optionee is an employee of the Company, he may in addition be
allowed to pay all or part of the purchase price with Shares.
Shares used by employees to pay the exercise price shall be valued
at their fair market value on the exercise date.
(d) Prior to issuance of the Shares upon exercise of an Option, the
Optionee shall pay any federal, state, and local withholding
obligations of the Company, if applicable. If an Optionee is an
employee of the Company, he may elect to pay such withholding tax
obligations by having the Company withhold Shares having a value
equal to the amount required to be withheld. The value of the
Shares to be withheld shall equal the fair market value of the
Shares on the day the Option is exercised. The right of an
employee to dispose of Shares to the Company in satisfaction of
withholding tax obligations shall be deemed to be approved as part
of the initial grant of an option, unless thereafter rescinded,
and shall otherwise be made in compliance with Rule 16b-3 and
other applicable regulations.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under
such conditions as determined by the Board at the time of grant,
and as shall be permissible under the terms of the Plan. An Option
may not be exercised for a fraction of a Share. An Option shall be
deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may, as
authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(c) of the Plan. Until the
issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company)
of the share certificate evidencing such Shares, no right to vote
or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be
issued) such share certificate promptly upon exercise of the
Option. In the event that the exercise of an Option is treated in
part as the exercise of an Incentive Stock Option and in part as
the exercise of a Nonqualified Stock Option pursuant to Section
5(b), the Company shall issue a share certificate evidencing the
Shares treated as acquired upon the exercise of an Incentive Stock
Option and a separate share certificate evidencing the Shares
treated as acquired upon the exercise of a Nonqualified Stock
Option, and shall identify each such certificate accordingly in
its share transfer records. No adjustment will be made for a
dividend or other right for which the record date is prior to the
date the share certificate is issued, except as provided in
Section 11 oft he Plan. Exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may
be available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.
(b) Termination of Status as Employee. In the event of termination of
an Optionee's Continuous Status as an Employee, such Optionee may
exercise stock options to the extent exercisable on the date of
termination. Such exercise must occur within three (3) months (or
such shorter time as may be specified in the grant), after the
date of such termination (but in no event later than the date of
expiration of the term of such Option as set forth in the Option
Agreement). To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or does not
exercise such Option within the time specified herein, the Option
shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of Section
9(b) above, in the event of termination of an Optionee's
Continuous Status as an Employee as a result of total and
permanent disability (i.e., the inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of twelve (12) months), the Optionee may
exercise the Option, but only to the extent of the right to
exercise that would have accrued had the Optionee remained in
Continuous Status as an Employee for a period of twelve (12)
months after the date on which the Employee ceased working as a
result of the total and permanent disability. Such exercise must
occur within eighteen (18) months (or such shorter time as is
specified in the grant) from the date on which the Employee ceased
working as a result of the total and permanent disability (but in
no event later than the date of expiration of the term of such
Option as set forth in the Option Agreement). To the extent that
the Optionee was not entitled to exercise such Option within the
time specified herein, the Option shall terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section9(b)
above, in the event of the death of an Optionee: (i) who is at the
time of death an Employee of the Company, the Option may be
exercised, at any time within six (6) months following the date of
death (but in no event later than the date of expiration of the
term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that would have accrued had the
Optionee continued living and remained in Continuous Status as an
Employee twelve (12) months after the date of death; or (ii) whose
Option has not yet expired but whose Continuous Status as an
Employee terminated prior to the date of death, the Option may be
exercised, at any time within six (6) months following the date of
death (but in no event later than the date of expiration of the
term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the date of
termination.
(e) Notwithstanding subsections (b), (c), and (d) above, the Board
shall have the authority to extend the expiration date of any
outstanding option in circumstances in which it deems such action
to be appropriate (provided that no such extension shall extend
the term of an option beyond the date on which the option would
have expired if no termination of the Employee's Continuous Status
as an Employee had occurred).
10. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the shareholders of the Company, the number
of Shares covered by each outstanding Option, the Maximum Annual Employee
Grant and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination, or reclassification of the Shares, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration. "Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding, and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of any class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an Option. In the event of the proposed
dissolution or liquidation of the Company, the Option will terminate
immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise an Option
as to all or any part of the Optioned Shares, including Shares as to which the
Option would not otherwise be exercisable. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless such successor
corporation does not agree to assume the Option or to substitute an equivalent
option, in which case the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the
Option as to all of the Optioned Shares, including Shares as to which the
Option would not otherwise be exercisable. If the Board makes an Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of fifteen (15) days from the date of such
notice, and the Option will terminate upon the expiration of such period.
11. Time of Granting Options.
The date of grant of an Option shall, for all purposes, be the date on which
the Company completes the corporate action relating to the grant of an option
and all conditions to the grant have been satisfied, provided that conditions
to the exercise of an option shall not defer the date of grant. Notice of a
grant shall be given to each Employee to whom an Option is so granted within a
reasonable time after the determination has been made.
12. Substitutions and Assumptions.
The Board shall have the right to substitute or assume Options in connection
with mergers, reorganizations, separations, or other transactions to which
Section 424(a) of the Code applies, provided such substitutions and
assumptions are permitted by Section 424 of the Code and the regulations
promulgated thereunder. The number of Shares reserved pursuant to Section 3
may be increased by the corresponding number of Options assumed and, in the
case of a substitution, by the net increase in the number of Shares subject to
Options before and after the substitution.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem
advisable (including, but not limited to amendments which the
Board deems appropriate to enhance the Company's ability to claim
deductions related to stock option exercises); provided that any
increase in the number of Shares subject to the Plan, other than
in connection with an adjustment under Section 10 of the Plan,
shall require approval of or ratification by the shareholders of
the Company.
(b) Employees in Foreign Countries. The Board shall have the authority
to adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of
foreign countries in which the Company or its Subsidiaries may
operate to assure the viability of the benefits from Options
granted to Employees employed in such countries and to meet the
objectives of the Plan.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this
Plan had not been amended or terminated, unless mutually agreed
otherwise between the Optionee and the Board, which agreement must
be in writing and signed by the Optionee and the Company.
14. Conditions Upon Issuance of Shares.
Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
15. Reservation of Shares.
The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
16. Shareholder Approval.
This Plan shall become effective upon ratification by the shareholders of the
Company at its 1998 annual shareholder meeting.
<PAGE>
<PAGE>
EXHIBIT 5.1 OPINION OF SCHONFELD & WEINSTEIN, L.L.P.
Schonfeld & Weinstein, L.L.P.
63 Wall Street
Suite 1801
New York, New York 10005
December 2, 1998
KBF Pollution Management, Inc.
KBF Plaza
One Jasper Street
Paterson, New Jersey 07522
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 filed by KBF
Pollution Management, Inc., a New York corporation (the "Company"), with the
Securities and Exchange Commission in connection with the proposed issuance
and sale by the Company of up to 50,000,000 shares of the Company's common
stock, par value $.00001 per share (the "Common Stock"). As counsel for the
Company in connection with the registration, we render the opinion set forth
below.
We have examined originals or copies of documents, corporate records and other
writings submitted to us, which we consider relevant for the purpose of this
opinion. We have also reviewed the certificate of incorporation, bylaws and
pertinent resolutions of the board of directors of the Company as submitted to
us.
In connection with this examination, we have assumed the genuineness of all
signatures on original documents, the authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to
us as copies thereof, and the due execution and delivery of all documents
where due execution and delivery are a prerequisite to the effectiveness
thereof.
On behalf of the Company, we have filed a registration statement on Form 10 to
enable the Company to become a reporting company pursuant to the Securities
Exchange Act of 1934, as amended. We have received notification from the
Securities and Exchange Commission that such registration statement on Form 10
was declared effective, but the Commission requested certain amendments
thereto. We have advised the Company of the Commission's response to the Form
10 filing, and irrespective of same, the Company has directed us to file a
registration statement on Form S-8 before responding to the Commission's
comments.
Based upon the foregoing, and such other legal considerations as we deem
appropriate, we are of the opinion that, subject to the Securities and
Exchange Commission's declaring this registration statement on Form S-8
effective, and in light of the Commission's request to amend the registration
statement on Form 10, the maximum of 50,000,000 shares of common stock
proposed to be sold by the Company under the terms of the Company's 1998 Stock
Option Plan and the Company's 1994 Stock Option Plan (collectively, the
"Plans"), when sold and issued in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8.
Very truly yours,
SCHONFELD & WEINSTEIN, L.L.P.
Schonfeld & Weinstein, L.L.P.
<PAGE>
<PAGE>
Exhibit 23.1 Opinion of Shapiro, Bress & Guidice, P.C.
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders
of KBF Pollution Management, Inc.
We have audited the accompanying balance sheets of KBF Pollution Management,
Inc. as of December 31, 1995 and 1994, and the related statement of income,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of KBF Pollution Management,
Inc. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995 in accordance with generally accepted accounting principles.
The accompanying financial statement have been prepared assuming that the
company will continue as a going concern. The Company has significant
operating losses, working capital deficiency, and is delinquent on its largest
capital leases obligation, raising substantia doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Shapiro Bress & Guidice, P.C.
Jericho, New York
February 24,1996
<PAGE>
<PAGE>
Exhibit 23.2 Consent of Shapiro, Bress & Guidice
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 24, 1996
appearing on Page F-1 of KBF Pollution Management, Inc.'s Annual Report on
Form 10-K for the fiscal years ended December 31,1994 and December 31, 1995.
Shapiro Bress & Guidice, P.C.
Shapiro Bress & Guidice, P.C.
Jericho, New York 11753
November 17, 1998
<PAGE>
<PAGE>
EXHIBIT 23.3 Opinion of Irving Handel & Co., Independent Auditors
IRVING HANDEL & CO. TEL : (516) 295-9290
CERTIFIED PUBLIC ACCOUNTANTS FAX: (516) 295-9298
112 IRVING PLACE . WOODMERE, NY 11598
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of KBF Pollution Management, Inc.
We have audited the accompanying balance sheet of KBF Pollution
Management, Inc. as of December 31, 1997 and 1996, and the related statement
of income, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit a includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
responsible basis for our opinion.
In our opinion, the financial statement referred to above present
fairly, in all material respects, the financial position of KBF Pollution
Management, Inc. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
IRVING HANDEL & CO.
IRVING HANDEL & CO.
March 20, 1998
Woodmere, NY 11598
Resigned
November 5, 1998
<PAGE>
<PAGE>
Exhibit 23.4 Consent of Irving Handel & Co.
IRVING HANDEL & CO. TELF : (516) 295- 9290
CERTIFIED PUBLIC ACCOUNTANTS TELF : (516)
295-9298
112 IRVING PLACE . WOODMERE, NY 11598
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of KBF Pollution Management, Inc. (The "Company"), of
our report dated March 20, 1998 relating to our audit of the Company's balance
sheets as at December 31, 1997 and 1996 and the statements of income,
stockholders' equity, and cash flows for the years ended December 31, 1997 and
1996, which report is included in the company's Annual Report on Form 10-K
dated March 27, 1998.
IRVING HANDEL & CO.
IRVING HANDEL & CO.
Certified Public Accountants
Woodmere, NY 11598
November 5, 1998
