Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
------------
Delaware 11-2844247
(State or other jurisdiction of incor- (I.R.S. Employer
poration or organization) Identification No.)
72A West Cabot Street
West Babylon, New York 11704
(516) 694-7060
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1997 Stock Grant and Option Plan
(Full Title of Plan)
--------------------
Michael O'Reilly
Chief Executive Officer
Comprehensive Environmental Systems, Inc.
72A West Cabot Street
West Babylon, New York 11704
(516) 694-7060
(name and address, including zip code and telephone number,
including area code of agent for service)
------------
Copies to:
Noah Nunberg, Esq.
Fischbein Badillo Wagner Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
-----------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Offering Aggregate
Class of Securities Amount to be Price Per Offering Amount of
To be Registered Registered Share Price Registration Fee
- --------------------------------------------------------------------------------
Common Stock, $.0001
par value............ 500,000 $ 0.80(1) $400,000(1) $121.21
- --------------------------------------------------------------------------------
(1) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933 and is
based upon the average of the high and low sales prices of $0.80 for the Common
Stock on February 21, 1997.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Comprehensive
Environmental Systems, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-KSB/A-3 for the fiscal year ended April
30, 1996.
2. Quarterly Report on Form 10-QSB/A-1 for the quarter ended July
31, 1996.
3. Current Report on Form 8-K, dated September 12, 1996.
4. Current Report on Form 8-K, dated September 26, 1996.
5. Quarterly Report on Form 10-QSB for the quarter ended October 31,
1996.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment, 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 into this Registration Statement and to be a part
hereof from the respective dates of filing such documents.
The Registrant will provide without charge to any Plan participant, upon
the oral or written request of such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Requests should be directed to David Behanna, Chief Financial
Officer, Comprehensive Environmental Systems, Inc., 72A West Cabot Street, West
Babylon, New York 11704, telephone number: 516-694-7060.
Item 4. Description of Securities.
Each share of the Registrant's Common Stock, $.0001 par value per share
("Common Share"), currently outstanding is fully paid and nonassessable and is
entitled to one vote per share on all matters submitted for action by
stockholders. All Common Shares are equal to each other with respect to the
election of directors and cumulative voting is not permitted; therefore, the
holders of more than 50% of the outstanding Common Shares can, if they choose to
- 2 -
<PAGE>
do so, elect all directors. The terms of the directors are not staggered.
Directors are elected annually to serve until the next annual meeting of
stockholders or until their successors are elected and qualified. There are no
preemptive rights to purchase any additional Common Shares or other securities
of the Registrant. Holders of Common Shares are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation or dissolution, holders of
Common Shares are entitled to receive pro rata the remaining assets after
creditors and holders of any class of stock having liquidation rights senior to
holders of Common Shares have been paid in full.
Item 5. Interests of Named Experts and Counsel.
Fischbein Badillo Wagner Harding is providing an opinion on the
validity of the securities being registered hereby and is expected to receive a
number, yet undetermined, of shares of such securities as compensation for
services rendered.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation
eliminates, in certain circumstances, the liability of directors of Registrant
for monetary damages for breach of their fiduciary duties as directors unless
the breach involves: (i) a director's duty of loyalty to the Registrant or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) liability for
unlawful payments of dividends or unlawful stock purchase or redemption by the
Registrant; or (iv) a transaction from which a director derived an improper
personal benefit. Additionally, the Registrant's By-laws provide that any person
who is made party to an action by reason of the fact that he is or was a
director, officer, advisor, employee or agent of the Registrant shall be
indemnified by the Registrant to the fullest extent authorized by Delaware law,
which indemnification shall not be deemed exclusive of any other rights to which
any indemnified person may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
Item 7. Exemption From Registration Claimed.
Not applicable.
- 3 -
<PAGE>
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibit
------- ----------------------
* 4.1 Comprehensive Environmental Systems, Inc.
1997 Employee Benefit Plan (Unanimous
Consent of the Board of Directors)
* 5 Opinion of Fischbein Badillo Wagner
Harding
* 23.1 Consent of Capraro, Centofranchi, Kramer
& Co, P.C.
* 23.2 Consent of Fischbein Badillo Wagner
Harding (included in Exhibit 5)
- ---------------------------------------
* Filed herewith.
Item 9. Undertakings.
1. 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 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.
(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.
2. 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
- 4 -
<PAGE>
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
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment 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 hereunder, 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 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.
- 5 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Babylon, State of New York, on the 27th day of
February, 1997.
COMPREHENSIVE ENVIRONMENTAL
SYSTEMS, INC.
By: /s/ Michael O'Reilly
----------------------------------
Michael O'Reilly, Chief Executive 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 date indicated:
Signature Title Date
- --------- ----- ----
/s/ Michael O'Reilly
- ----------------------------
Chairman of the Board of February 27, 1997
Michael O'Reilly Directors, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ David Behanna
- ----------------------------
Chief Financial Officer February 27, 1997
David Behanna Principal Financial and
Accounting Officer)
/s/ Samuel Sadove
- ----------------------------
Director February 27, 1997
Samuel Sadove
/s/ Anthony Towell
- ----------------------------
Director February 27, 1997
Anthony Towell
/s/ JoAnn O'Reilly
- ----------------------------
Director February 27, 1997
JoAnn O'Reilly
- 6 -
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Comprehensive Environmental Systems, Inc.
1997 Stock Grant and Option Plan Plan
(Unanimous Consent of the Board of Directors)
5 Opinion of Fischbein Badillo Wagner Harding
23.1 Consent of Capraro, Centofranchi, Kramer &
Co, P.C.
23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
- 7 -
Exhibit 4.1
1997 Stock Grant and Option Plan
UNANIMOUS WRITTEN CONSENT
of the
BOARD OF DIRECTORS
of
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
(a Delaware corporation)
The undersigned, constituting the entire Board of Directors of
Comprehensive Environmental Systems, Inc., a Delaware corporation (the
"Company"), hereby consent in writing as of the date hereof to the adoption of
the following resolutions and order that this written consent be filed with the
minutes of the proceedings of the Board of Directors:
WHEREAS, it is in the best interest of the Company to adopt an
employee benefit plan, as such term is defined in the Regulations promulgated
under the Securities Act of 1933 (the "Act"), under which shares of the
Company's common stock, $.0001 par value ("Common Stock"), may be issued as
stock grants to employees, officers, directors, consultants or advisors of the
Company or under which non-qualified stock options to purchase shares of Common
Stock may be issued to such individuals;
NOW, THEREFORE, it is hereby
RESOLVED, that, for the purpose of providing compensation or
performance incentives to Company directors, officers or employees of or
consultants or advisors to the Company for bona fide services rendered other
than in connection with capital-raising transactions, an employee benefit plan
(the "1997 Stock Grant and Option Plan") is hereby adopted and approved by this
Board under which up to a total of 500,000 shares of Common Stock may be issued
either as stock grants ("Stock Grants") to employees, officers, directors of,
consultants or advisors to the Company or upon exercise of non-qualified stock
options ("Stock Options") granted to such individuals, and 500,000 shares of
Common Stock are hereby reserved for such purposes; and be it further
RESOLVED, that all Stock Grants or Stock Options shall be made or
granted and evidenced by written agreement executed and delivered by the
Company's Chief Executive Officer, as the 1997 Stock Grant and Option Plan's
administrator, with the sole discretion to determine the terms of Stock Grants
and Stock Options; and be it further
RESOLVED, that the Company is authorized and directed to register
under the Act on Form S-8 the 500,000 shares of Common Stock that may be issued
pursuant to the 1997 Stock Grant and Option Plan; and be it further
RESOLVED, that shares granted, or issued upon options granted, under
the 1997 Stock Grant and Option Plan, when issued and paid for as required by
the terms of the applicable Stock Grants or Stock Options, will be legally and
validly issued, fully paid and non-assessable; and be it further
RESOLVED, that each of the officers of the Company is hereby
authorized and directed, in the name and on behalf of the Company, to do all
<PAGE>
acts and things, to sign, seal, execute and acknowledge all papers, instruments,
documents and certificates, from time to time necessary, desirable or
appropriate to be done or performed in order to carry out the purpose and intent
of the foregoing resolutions; and be it further
RESOLVED, that all acts and deeds heretofore done by officers of the
Company to effect the actions contemplated by the foregoing resolutions,
including the preparation, execution, acknowledgement or delivery of any
documents, be and they hereby are, ratified, confirmed and approved in all
respects.
IN WITNESS WHEREOF, the undersigned have executed this consent, which
may be executed in counterparts, as of the 7th day of February, 1997.
/s/ /s/
- ------------------- -------------------
Michael O'Reilly Anthony Towell
/s/ /s/
- ------------------- -------------------
Samuel Sadove JoAnn O'Reilly
EXHIBIT 5
February 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Comprehensive Environmental Systems, Inc.
Registration Statement on Form S-8
1997 Stock Grant and Option Plan
-----------------------------------------
Dear Sirs:
As counsel to Comprehensive Environmental Systems, Inc., a Delaware
corporation (the "Company"), we have been requested to render this opinion for
filing as Exhibit 5 to the Company's Registration Statement on Form S-8 (the
"Registration Statement"). Each term used herein that is defined in the
Registration Statement and not otherwise defined herein, shall have the meaning
specified in the Registration Statement.
The Registration Statement covers 500,000 shares of the Registrant's
Common Stock, par value $.0001 per share, which are issuable as stock grants
("Stock Grants") or upon the exercise of options ("Stock Options") granted
pursuant to the Company's 1997 Stock Grant and Option Plan.
We have examined the originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and other
documents as we have deemed necessary or appropriate for the purpose of this
opinion. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
1
<PAGE>
Based on our examination mentioned above, and such other
investigations as we have deemed necessary, we are of the opinion that the
shares of Common Stock which are issuable as Stock Grants or upon exercise of
Stock Options will be, when issued and paid for in the manner contemplated by
such Stock Grants or Stock Options, legally and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Fischbein Badillo Wagner Harding
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Comprehensive Environmental Systems, Inc.
West Babylon, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 8, 1996 (except for Note 2 of
such report, as to which the date is December 5, 1996), relating to the
consolidated financial statements of Comprehensive Environmental Systems, Inc.
included in such Company's Annual Report on Form 10-KSB/A-3 for the fiscal year
ended April 30, 1996.
CAPRARO, CENTOFRANCHI, KRAMER & CO, P.C.
South Huntington, New York
February 27, 1997
