Registration No. 333-______
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
WINDSWEPT ENVIRONMENTAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2844247
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Sweeneydale Avenue, Bay Shore, New York 11706
(Address of principal executive offices) (Zip Code)
Stock Option Grants Issued By the Board of Directors
(Full title of the plan)
Michael O'Reilly, President
Windswept Environmental Group, Inc.
100 Sweeneydale Avenue
Bay Shore, New York 11706
(Name and address of agent for service)
(516) 434-1300
(Telephone number, including area code, of agent for service)
copy to:
Neil M. Kaufman, Esq.
Kaufman & Moomjian, LLC
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
(516) 222-5100
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount to maximum maximum Amount of
Title of each class of be offering price aggregate registration
securities to be registered registered per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock, par value $.0001 per share 2,000,000 $.01 $ 20,000 6
(the "Common Stock"), subject to stock 26,221 .115 3,015 1
options granted to employees and 285,000 .13 37,050 10
directors (2). . . . . . . . . . . . . . . 750,000 .1875 140,625 39
200,000 .2031 40,620 11
2,864,330 .22 630,153 176
50,000 .3125 15,625 4
850,000 .34 289,000 80
171,407 .3438 58,930 16
543,000 .375 203,625 57
10,000 .3906 3,906 1
50,000 .40 20,000 6
Total 7,799,958 -- $1,462,548 $407
<FN>
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
price at which the options may be exercised.
(2) Pursuant to Rule 416, there are also being registered such indeterminable
additional shares of Common Stock as may become issuable pursuant to
stock splits, stock dividends or similar transactions.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE:
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock of Windswept Environmental
Group, Inc. (the "Registrant").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (Commission File No. 0-17072),
are hereby incorporated into this Registration Statement on Form S-8 (this
"Registration Statement") by reference thereto:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended April 30, 1999; and
(b) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Common Stock pursuant to the Options (the
"Plan"), shall be deemed to be incorporated by reference in this Registration
Statement and made a part hereof as of the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation, as amended to date,
eliminates, in certain circumstances, the liability of directors of the
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 the Registrants' 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 purchases
or redemptions 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 such person 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
2
<PAGE>
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.
Item 8. Exhibits.
Set forth below are all exhibits to the Registration Statement:
Exhibit
Number Description
4.1 Form of Option Certificates for employees.
4.2 Form of Option Certificates for officers and directors.
4.3 Option Certificate for options to purchase 2,000,000 shares of Common
Stock granted to Michael O'Reilly.
4.4 Option Certificate for options granted to David R. Behanna.
5.1 Opinion of Kaufman & Moomjian, LLC. 23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Kaufman & Moomjian, LLC. (Included in legal opinion filed
as Exhibit 5.1.)
24 Powers of Attorney (set forth on the Signature Page of the
Registration Statement).
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any of the
provisions described under Item 6 above, 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 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, 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 Securities Act and will governed by the final
adjudication of such issue.
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or 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 forgoing, 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 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 the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
3
<PAGE>
(c) 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; provided, however,
the undertakings set forth in clauses (1)(a) and (1)(b) above
shall not apply if the information required to be included in a
post-effective amendment by such clauses is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act, that are incorporated by reference in the Registration
Statement.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering; and
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the
offering.
The Registrant hereby further undertakes that, for purposes of
determining liability under the Securities Act, each of the Registrant's
annual reports pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 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.
4
<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
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 Town of Islip, State of New York, on the 10th day of
September 1999.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Michael O'Reilly
-----------------------------------------------
Michael O'Reilly
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September 10, 1999 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Michael O'Reilly and Daniel G. Rosenberg,
or either of them, with full power of substitution, his/her true and lawful
attorneys-in-fact and agents to do any and all acts and things in his/her name
and on his/her behalf in his/her capacities indicated below which they or either
of them may deem necessary or advisable to enable Windswept Environmental Group,
Inc. to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him/her in his/her name in the
capacities stated below, any and all amendments (including post-effective
amendments) thereto, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or said attorneys-in-fact's and agents' substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Chairman, President and Chief Executive Officer
/s/ Michael O'Reilly (Principal Executive Officer)
- -------------------------------
Michael O'Reilly
/s/ Daniel G. Rosenberg Chief Financial Officer (Principal Accounting
- ------------------------------- Officer)
Daniel G. Rosenberg
/s/ Anthony Towell Director
- -------------------------------
Anthony Towell
/s/ Samuel Sadove Director
- -------------------------------
Samuel Sadove
/s/ Joann O'Reilly Director
- -------------------------------
Joann O'Reilly
/s/ Kevin Phillips Director
- -------------------------------
Dr. Kevin Phillips
5
<PAGE>
WINDSWEPT ENVIRONMENTAL GROUP, INC
REGISTRATION STATEMENT ON FORM S-8
Exhibit Index
Exhibit
Number Description
4.1 Form of Option Certificates for employees.
4.2 Form of Option Certificates for officers and directors.
4.3 Option Certificate for options to purchase 2,000,000 shares of Common
Stock granted to Michael O'Reilly.
4.4 Option Certificate for options granted to David R. Behanna.
5.1 Opinion of Kaufman & Moomjian, LLC.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Kaufman & Moomjian, LLC. (Included in legal opinion filed
as Exhibit 5.1.)
24 Powers of Attorney (set forth on the Signature Page of the
Registration Statement).
6
EXHIBIT 4.1
OPTION CERTIFICATE NO. (1) / (2)
WINDSWEPT ENVIRONMENTAL GROUP, INC.
Options for the Purchase of Common Stock
This is to certify that (2) has been granted non-qualified stock options
("Options") which entitle her/him to subscribe on the form attached hereto for
(3) authorized, validly issued, fully paid and non-assessable shares of common
stock, $.0001 par value per share, of Windswept Environmental Group, Inc. (the
"Company") at a price of $ (4) per share, subject to the terms and conditions
set forth herein, upon surrender hereof at the offices of the Company during the
exercise period defined below, together with full payment for the shares being
purchased and accompanied at the time of each exercise by such executed
documents as the Company may reasonably require to ensure that the common stock
to be issued upon such exercise will be issued in compliance with applicable
federal and state securities laws. Unless this certificate is so surrendered,
the Options granted hereby shall be void and the certificate of no value. If
exercised in part, upon surrender the Company will amend the option certificate
and reissue a certificate to the option holder which represents the remainder of
the options not yet exercised.
The Options represented hereby are exercisable in whole or in part by (2)
from time to time but not earlier than (5) and prior to (6) and are
non-transferable (except under the laws of descent and distribution). If
employment is terminated within two years of the Grant Date for any reason
whatsoever, this option certificate is forfeited and cancelled with no value.
The holder of this certificate shall not have any of the rights of a stockholder
in the Company by virtue of being such holder unless and until the Options are
exercised.
Grant Date: (7)
WINDSWEPT ENVIRONMENTAL GROUP, INC.
/s/ Michael O'Reilly
- -------------------------------
MICHAEL O'REILLY
Chairman & CEO
Attest:
/s/
- -------------------------------
Chief Financial Officer
See Attached Chart for Noted Information.
1
<PAGE>
NON-QUALIFIED OPTIONS
EMPLOYEES
<TABLE>
<CAPTION>
(1) Option (4)Exercise
Certificate (3)Number Price (5)Exercisable (7)Grant
No. (2) Name of Shares (in dollars) Commencing (6)Termination Date
- ----------- ----------------- ---------- -------------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
1 Anderson, Ronalee 3,081 0.22 3/1/99 2/28/02 2/28/97
2 Anderson, Ronalee 7,500 0.22 12/29/99 12/28/02 12/29/97
1 Arzuaga, Gus 18,027 0.22 12/3/98 12/1/01 12/2/96
2 Arzuaga, Gus 14,196 0.22 12/29/99 12/28/02 12/29/97
1 Baez, Gabriel 13,173 0.22 12/3/98 12/1/01 12/2/96
2 Baez, Gabriel 10,379 0.22 12/29/99 12/28/02 12/29/97
1 Baez, Deivys 7,446 0.3438 7/21/01 7/20/04 7/21/99
1 Baker, Donald 9,075 0.3438 7/21/01 7/20/04 7/21/99
1 Baldwin, Arthur 22,880 0.22 12/3/98 12/1/01 12/2/96
2 Baldwin, Artie 50,000 0.22 12/29/99 12/28/02 12/29/97
4 Baldwin, Arthur 26,221 0.115 4/4/00 4/3/03 4/4/98
4 Baldwin, Arthur 50,000 0.375 11/13/00 11/12/03 11/13/98
1 Baldwin, Michael 10,400 0.22 12/3/98 12/1/01 12/2/96
2 Baldwin, Mike 8,195 0.22 12/29/99 12/28/02 12/29/97
1 Ball, Linda 11,787 0.22 12/3/98 12/1/01 12/2/96
2 Ball, Linda 12,500 0.22 12/29/99 12/28/02 12/29/97
1 Barbera, Alfred 9,867 0.22 12/3/98 12/1/01 12/2/96
2 Barbera, Alfred 7,770 0.22 12/29/99 12/28/02 12/29/97
1 Brickley, Robert 10,400 0.22 12/3/98 12/1/01 12/2/96
2 Brickley, Robert 8,195 0.22 12/29/99 12/28/02 12/29/97
1 Caldwell, Richard 8,000 0.22 12/2/98 12/1/01 12/2/96
1 Castro, Luis 6,806 0.3438 7/21/01 7/20/04 7/21/99
2 Chen, David Zhiming 10,400 0.22 12/29/99 12/28/02 12/29/97
3 Chen, David Zhiming 10,000 0.3906 8/18/99 8/17/04 8/18/99
2 Ciaccio, Joseph L. 4,992 0.22 12/29/99 12/28/02 12/29/97
2 Clark, Karen P. 2,500 0.22 12/29/99 12/28/02 12/29/97
1 Copeland, Matthew 13,173 0.22 12/3/98 12/1/01 12/2/96
2 Copeland, Mat 10,379 0.22 12/29/99 12/28/02 12/29/97
3 Copeland, Mat 30,000 0.13 3/13/00 3/12/03 3/13/98
1 Deegan, Dennis 10,285 0.3438 7/21/01 7/20/04 7/21/99
1 Domagala, Henryk 5,893 0.22 7/2/99 6/30/02 7/1/97
2 Domagala, Hanryk 8,840 0.22 12/29/99 12/28/02 12/29/97
1 Ferguson, Barbara 9,442 0.3438 7/21/01 7/20/04 7/21/99
1 Filiberto, Theresa 9,801 0.3438 7/21/01 7/20/04 7/21/99
1 Freidah, Richard 11,787 0.22 12/3/98 12/1/01 12/2/96
2 Friedah, Dick 9,287 0.22 12/29/99 12/28/02 12/29/97
2 Garbacz, Henryk 10,400 0.22 12/29/99 12/28/02 12/29/97
1 Garcia, Joseph 4,667 0.22 7/2/99 6/30/02 7/1/97
2 Garcia, Joseph 7,000 0.22 12/29/99 12/28/02 12/29/97
1 Garcia, Wilfredo 10,400 0.22 12/3/98 12/1/02 12/2/96
2
<PAGE>
2 Garcia, Willy 8,195 0.22 12/29/99 12/28/02 12/29/97
1 Gavigan, Jospeh 16,640 0.22 12/3/98 12/1/01 12/2/96
1 Grosch, Wallace 17,333 0.22 12/3/98 12/1/01 12/2/96
2 Grosch, Wally 15,017 0.22 12/29/99 12/28/02 12/29/97
3 Grosch, Wallace 50,000 0.375 11/13/00 11/12/03 11/13/98
1 Harvey, David 21,331 0.22 12/3/98 12/1/01 12/2/96
2 Harvey, David 16,798 0.22 12/29/99 12/28/02 12/29/97
3 Harvey, David 50,000 0.40 10/2/01 10/1/03 10/2/98
1 Hernandez, Luis 6,050 0.3438 7/21/01 7/20/04 7/21/99
1 Horvath, Karol 5,893 0.22 7/2/99 6/30/02 7/1/97
2 Horvath, Karol 8,840 0.22 12/29/99 12/28/02 12/29/97
1 Jaramillo, Luis 6,806 0.3438 7/21/01 7/20/04 7/21/99
1 Jimenez, Dana 11,787 0.22 12/3/98 12/1/01 12/2/96
2 Jimenez, Dana 9,287 0.22 12/29/99 12/28/02 12/29/97
3 Jimenez, Dana 50,000 0.2031 3/30/01 3/29/04 3/30/99
2 Kelly, Paul G. 9,000 0.22 12/29/99 12/28/02 12/29/97
1 Koubiadis, John 6,101 0.22 12/3/98 12/1/01 12/2/96
2 Koubiadis, John 5,637 0.22 12/29/99 12/28/02 12/29/97
1 LaGrega, Anthony 11,787 0.22 12/3/98 12/1/01 12/2/96
1 Loch, William 50,000 0.375 10/16/99 10/15/03 10/16/98
1 Lopez, Augustin 2,773 0.22 7/2/99 6/30/02 7/1/97
2 Lopez, Augustin 6,240 0.22 12/29/99 12/28/02 12/29/97
1 Lopiccolo, Anthony 10,209 0.3438 7/21/01 7/20/04 7/21/99
1 Losito, Anthony 15,12 0.3438 7/21/01 7/20/04 7/21/99
1 Luce, Dick 7,901 0.22 2/28/97 3/1/99 2/28/02
1 Mazur, Michael 12,480 0.22 12/3/98 12/1/01 12/2/96
2 Mazur, Michael 9,828 0.22 12/29/99 12/28/02 12/29/97
1 McCalvin, S.J. 20,800 0.22 12/3/98 12/1/01 12/2/96
2 McCalvin, Jim 50,000 0.22 12/29/99 12/28/02 12/29/97
3 McCalvin, Jim 50,000 0.375 11/13/00 11/12/03 11/13/98
1 Michalkiewicz, Grazyna 4,622 0.22 3/1/99 2/28/02 2/28/97
2 Michalkiewicz, Grazyna 7,800 0.22 12/29/99 12/28/02 12/29/97
1 Michel, Thomas 6,779 0.22 3/1/99 2/28/02 2/28/97
2 Michel, Thomas 11,440 0.22 12/29/99 12/28/02 12/29/97
3 Michel, Thomas 40,000 0.13 3/13/00 3/12/03 3/13/98
1 Micheli, Jeffrey 21,333 0.22 12/3/98 12/1/01 12/2/96
2 Micheli, Jeff 100,000 0.22 12/29/99 12/28/02 12/29/97
3 Micheli, Jeff 50,000 0.375 11/13/00 11/12/03 11/13/98
1 Moreno, Carlos 6,806 0.3438 7/21/01 7/20/04 7/21/99
1 Mos, Laura 6,933 0.22 12/3/98 12/1/01 12/2/96
2 Mos, Laura 7,500 0.22 12/29/99 12/28/02 12/29/97
1 Mullady, Jenny 8,533 0.22 12/3/98 12/1/01 12/2/96
2 Mullady, Jenny 7,758 0.22 12/29/99 12/28/02 12/29/97
1 Murcia, Hector 13,173 0.22 12/3/98 12/1/01 12/2/96
2 Murcia, Hector 10,379 0.22 12/29/99 12/28/02 12/29/97
1 Nolasco, Rodrigo 6,050 0.3438 7/21/02 7/20/04 7/21/99
1 O'Hea, Lynette 8,670 0.3438 7/21/01 7/20/04 7/21/99
3
<PAGE>
1 O'Reilly Eric 8,200 0.22 12/29/99 12/28/02 12/29/97
1 O'Reilly, Tiffany 6,240 0.22 12/3/98 12/1/01 12/2/96
2 O'Reilly, Tiffany 5,500 0.22 12/29/99 12/28/02 12/29/97
1 Paciulli, John 4,211 0.22 3/1/99 2/28/02 2/28/97
2 Paciulli, John 7,107 0.22 12/29/99 12/28/02 12/29/97
3 Paciulli, John 50,000 0.3125 8/27/00 8/26/04 8/27/99
1 Peters, John 14,543 0.3438 7/21/01 7/20/04 7/21/99
1 Petrino, Victoria 6,101 0.22 12/3/98 12/1/01 12/2/96
1 Realmuto, Charles 14,667 0.22 12/3/98 12/1/01 12/2/96
2 Realmuto, Charles 11,000 0.22 12/29/99 12/28/02 12/29/97
3 Realmuto, Charles 25,000 0.13 3/13/00 3/12/03 3/13/98
1 Recinos, Luis 13,173 0.22 12/3/98 12/1/01 12/2/96
2 Recinos, Luis 10,379 0.22 12/29/99 12/28/02 12/29/97
1 Rivera, Walter 6,050 0.3438 7/21/01 7/20/04 7/21/99
1 Roe, George R., II 13,867 0.22 12/3/98 12/1/01 12/2/96
2 Roe, George 50,000 0.22 12/29/99 12/28/02 12/29/97
3 Roe, George 25,000 0.375 11/13/00 11/12/03 11/13/98
1 Rohani, Ali 10,180 0.3438 7/21/02 7/20/04 7/21/99
1 Rosado, Luis 13,089 0.3438 7/21/01 7/20/04 7/21/99
1 Rosenberg, David 16,640 0.22 12/3/98 12/1/01 12/2/96
2 Rosenberg, Dave 50,000 0.22 12/29/99 12/29/02 12/29/97
3 Rosenberg, David 50,000 0.375 11/13/00 11/12/03 11/13/98
1 Russell, Terrence 6,806 0.3438 7/21/01 7/20/04 7/21/99
1 Schrimpf, Douglas 13,867 0.22 12/3/98 12/1/01 12/2/96
2 Schrimpf, Doug 11,960 0.22 12/29/99 12/28/02 12/29/97
3 Schrimpf, Doug 50,000 0.13 3/13/00 3/12/03 3/13/98
4 Schrimpf, Doug 25,000 0.375 11/13/00 11/12/03 11/13/98
2 Schuler, Richard E. 14,000 0.22 12/29/99 12/28/02 12/29/97
1 Tarnawski, Edward 40,000 0.22 12/3/98 12/1/01 12/2/96
1 Vetter, Larry 14,933 0.22 12/3/98 12/1/01 12/2/96
2 Vetter, Larry 50,000 0.22 12/29/99 12/28/02 12/29/97
3 Vetter, Larry 25,000 0.375 11/13/00 11/12/03 11/13/98
1 Walsh, Christopher J. 7,111 0.22 3/1/99 2/28/02 2/28/97
2 Walsh, Christopher J. 12,000 0.22 12/29/99 12/28/02 12/29/97
3 Walsh, Christopher J. 50,000 0.13 3/13/00 3/12/03 3/13/98
1 Walsh, Harry 3,236 0.22 3/1/99 2/28/02 2/28/97
2 Walsh, Harry 5,460 0.22 12/29/99 12/28/02 12/29/97
1 Wang, Nancy 8,168 0.3438 7/21/01 7/20/04 7/21/99
1 White, Robert 13,173 0.22 12/3/98 12/1/01 12/2/96
1 Zabransky, Thomas 15,600 0.22 12/3/98 12/1/01 12/2/96
2 Zabransky, Tom 12,282 0.22 12/29/99 12/28/02 12/29/97
3 Zabransky, Tom 25,000 0.375 11/13/00 11/12/03 11/13/98
1 Zaccarini, Juan 9,867 0.22 12/3/98 12/1/01 12/2/96
2 Zaccarini, Juan 7,770 0.22 12/29/99 12/28/02 12/29/97
TOTALS 2,216,958
</TABLE>
4
EXHIBIT 4.2
OPTION CERTIFICATE NO. (1) / (2)
WINDSWEPT ENVIRONMENTAL GROUP, INC.
Options for the Purchase of Common Stock
This is to certify that (2) has been granted non-qualified stock options
("Options") which entitle her/him to subscribe on the form attached hereto for
(3) authorized, validly issued, fully paid and non-assessable shares of common
stock, $.0001 par value per share, of Windswept Environmental Group, Inc. (the
"Company") at a price of $ (4) per share, subject to the terms and conditions
set forth herein, upon surrender hereof at the offices of the Company during the
exercise period defined below, together with full payment for the shares being
purchased and accompanied at the time of each exercise by such executed
documents as the Company may reasonably require to ensure that the common stock
to be issued upon such exercise will be issued in compliance with applicable
federal and state securities laws. Unless this certificate is so surrendered,
the Options granted hereby shall be void and the certificate of no value. If
exercised in part, upon surrender the Company will amend the option certificate
and reissue a certificate to the option holder which represents the remainder of
the options not yet exercised.
The Options represented hereby are exercisable in whole or in part by (2) from
time to time prior to (5) and are non-transferable (except under the laws of
descent and distribution). The holder of this certificate shall not have any of
the rights of a stockholder in the Company by virtue of being such holder unless
and until the Options are exercised.
Grant Date: (6)
WINDSWEPT ENVIRONMENTAL GROUP, INC.
/s/ Michael O'Reilly
- -------------------------------
Michael O'Reilly
Chairman & CEO
Attest:
/s/
- ---------------------------------
Chief Financial Officer
See Attached Chart for Noted Information.
1
<PAGE>
NON QUALIFIED OPTIONS - OFFICERS & DIRECTORS
<TABLE>
<CAPTION>
(1) Option
Certificate (3)Number (4)Exercise Price (5) (6)Grant
No. (2)Name of Shares (in dollars) Termination Date
- ----------- ----------------- --------- ---------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1 O'Reilly, JoAnn 50,000 0.22 9/26/01 9/26/96
2 O'Reilly, Joanne 50,000 0.22 12/28/02 12/29/97
3 O'Reilly, JoAnn 100,000 0.34 8/17/03 8/18/98
4 O'Reilly, JoAnn 100,000 0.1875 6/27/04 6/28/99
2 O'Reilly, Michael 200,000 0.22 12/28/02 12/29/97
3 O'Reilly, Michael 650,000 0.22 9/9/01 9/9/96
5 O'Reilly, Michael 250,000 0.34 8/17/03 8/18/98
6 O'Reilly, Michael 250,000 0.1875 6/27/04 6/28/99
2 Phillips, Kevin 90,000 0.13 3/16/03 3/17/98
2 Phillips, Kevin 100,000 0.34 8/17/03 8/18/98
3 Phillips, Kevin 100,000 0.1875 6/27/04 6/28/99
1 Sadove, Samuel S. 100,000 0.22 9/26/01 9/26/96
2 Sadove, Samuel S. 100,000 0.22 12/28/02 12/29/97
3 Sadove, Samuel S. 125,000 0.34 8/17/03 8/18/98
4 Sadove, Samuel S. 125,000 0.1875 6/27/04 6/28/99
1 Rosenberg, Daniel G. 150,000 0.2031 4/18/04 4/19/99
1 Schoenbart, Alan 150,000 0.22 12/29/02 12/29/97
3 Schoenbart, Alan W. 100,000 0.34 8/17/03 8/18/98
4 Schoenbart, Alan W. 50,000 0.375 11/12/03 11/13/98
1 Towell, Anthony P. 150,000 0.22 9/26/01 9/26/96
2 Towell, Anthony 150,000 0.22 12/28/02 12/29/97
3 Towell, Anthony P. 175,000 0.34 8/17/03 8/18/98
4 Towell, Anthony P. 175,000 0.1875 6/27/04 6/28/99
TOTAL 3,490,000
</TABLE>
2
EXHIBIT 4.3
OPTION CERTIFICATE NO. 2/O'REILLY
COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
Options for the Purchase of Common Stock
This is to certify that Michael O'Reilly ("O'Reilly") has been granted
non-qualified stock options ("Options") which entitle him to subscribe on the
form attached hereto for 2,000,000 authorized, validly issued, fully paid and
non assessable shares of common stock, $.0001 par value per share, of
Comprehensive Environmental Systems, Inc. (the "Company") at a price of $.01 per
share, subject to the terms and conditions set forth herein, upon surrender
hereof at the offices of the Company during the exercise period defined below,
together with full payment for the shares being purchased and accompanied at the
time of each exercise by such executed documents as the Company may reasonably
require to ensure that the common stock to be issued upon such exercise will be
issued in compliance with applicable federal and state securities laws. Unless
this certificate is so surrendered, the Options granted shall ve void and the
certificate of no value. If exercised in part, upon surrender the Company will
amend the option certificate and reissue a certificate to the option holder
which represents the remainder of the options not yet exercised.
The Options represented hereby are exercisable in whole or in part by
O'Reilly from time to time during the exercise period. The exercise period is
the period of five years commencing on the earlier or (i) the date of
termination of the employment of O'Reilly as Chief Executive Officer by the
Company, if such ever occurs, (ii) the date of the death of O'Reilly, or (iii)
the date of change of a majority of the Board of Directors of the Company other
than through action by the Board of Directors in creating and filling vacancies
on the Board, or change of controlling stockholders of the Company, if such ever
occurs. These Options are non-transferable (except under the laws of descent and
distribution). The holder of this certificate shall not have any of the rights
of a stockholder in the Company by virtue of being such holder unless and until
the Options are exercised.
The Options granted hereby shall not be diluted by stock splits, dividends,
distributions, recapitalizations or otherwise occurring after the date hereof
and, upon such occurrence, appropriate adjustments to the number of Options
granted hereby shall be made by the Company.
Effective Date: September 12, 1996
Attest: COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
/s/ David R. Behana BY: /s/ Michael O'Reilly
- ------------------------------ ---------------------------------------
TITLE: Authorized Signatory
EXHIBIT 4.4
AMENDED OPTION CERTIFICATE NO. 2/Behanna, David R.
WINDSWEPT ENVIRONMENTAL GROUP, INC,
Options for the Purchase of Common Stock
This is to certify that Behanna, David R. has been granted non-qualified
stock options ("Options") which entitle her/him to subscribe on the form
attached hereto for 93,000 authorized, validly issued, fully paid and
non-assessable shares of common stock, $.0001 par value per share, of Windswept
Environmental Group, Inc. (the "Company") at a price of $0.375 per share,
subject to the terms and conditions set forth herein, upon surrender hereof at
the offices of the Company during the exercise period defined below, together
with full payment for the shares being purchased and accompanied at the time of
each exercise by such executed documents as the Company may reasonably require
to ensure that the common stock to be issued upon such exercise will be issued
in compliance with applicable federal and state securities laws. Unless this
certificate is so surrendered, the Options granted hereby shall be void and the
certificate of no value. If exercised in part, upon surrender the Company will
amend the option certificate and reissue a certificate to the option holder
which represents the remainder of the options not yet exercised. The Company
registered the common stock underlying these Options under the Securities Act of
1933, as amended, on or about August 1, 1995 on Form S-8.
The Options represented hereby are exercisable in whole or in part by
Behanna, David R. from time to time prior to March 31, 2000 and are
non-transferable (except under the laws of descent and distribution). The holder
of this certificate shall not have any of the rights of a stockholder in the
Company by virtue of being such holder unless and until the Options are
exercised.
The Options granted hereby shall not be diluted by stock splits, dividends,
distributions, recapitalizations or otherwise occurring after the date hereof
and, upon such occurrence, appropriate adjustments to the number of Options
granted hereby shall be made by the Company.
Effective Date: September 12, 1996
This option certificate reflects a repricing authorized by a Board Resolution
dated December 2, 1996 and the exercise of 7,000 Options from an original grant
of 100,000 Options.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
/s/ Michael O'Reilly
- -------------------------------
MICHAEL O'REILLY
Chairman & CEO
Attest:
/s/ Daniel G. Rosenberg
- ---------------------------------
Daniel G. Rosenberg
Chief Financial Officer
1
<PAGE>
FORM OF SUBSCRIPTION
TO: Windswept Environmental Group, Inc.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within certificate, and to purchase thereunder according to
its terms, shares of the common stock of Windswept Environmental Group, Inc.
(the "Company") at a purchase price per share of $ .375, as provided in the
attached Option Certificate, requests that a certificate for such shares be
issued in the name of Behanna, David R., and requests that to the extent that
all of the options represented by the attached certificate are not being
exercised hereby, that the Company issues a new option certificate identical in
terms to that attached hereto modified only to reflect the reduction in the
number of options outstanding.
Dated:
------------------------
Signature of Holder of Options:
Name and address of
Holder of Options (Please Print)
Telephone:
Attest:
- --------------------------
2
EXHIBIT 5.1
KAUFMAN & MOOMJIAN, LLC
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
September 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Windswept Environmental Group, Inc.
Registration Statement on Form S-8
Stock Options
-----------------------------------
Dear Sirs/Madams:
We have acted as counsel to Windswept Environmental Group, Inc., a
Delaware corporation (the "Corporation"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act") of 7,799,958 shares
(the "Shares") of the common stock, par value $.001 per share (the "Common
Stock"), of the Corporation, issuable under various stock options (the
"Options") granted by the Board of Directors of the Corporation (the "Plan"). In
this regard, we have participated in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") relating to the Shares.
We advise you that we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Corporation's Certificate
of Incorporation, as amended to date, (ii) the Corporation's By-laws, as amended
to date, (iii) the records of corporate proceedings of the Corporation,
including, but not limited to, the Written Consent in Lieu of Meeting of the
Board of Directors dated as of August 31, 1999 and the Written Consent in Lieu
of Meeting of the Compensation Committee of the Board of Directors dated as of
July 21, 1999, at which time the Options were ratified, confirmed and approved
and 7,799,958 shares of Common Stock were authorized and reserved for issuance
under the Options and (iv) such other agreements, certificates, instruments and
documents, and we have made such examination of law, as we have deemed
appropriate as the basis for the opinions hereinafter expressed. In making such
examinations, we have assumed the genuiness of all signatures, the authenticity
of all documents presented to us as original documents, the adequacy and legal
sufficiency of the consideration being tendered to the Corporation in exchange
for the Shares and the conformity to authentic original documents of documents
presented to us as certified or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized, and, when issued and delivered in
accordance with the Options and any applicable option certificates issued
pursuant to the Options, shall be validly issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Kaufman & Moomjian, LLC
Kaufman & Moomjian, LLC
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Windswept Environmental Group, Inc.
Bay Shore, New York
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 11, 1999, relating
to the consolidated financial statements of Windswept Environmental Group, Inc.
appearing in the Company's Annual Report on Form 10-KSB for the year ended April
30, 1999.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Melville, New York
September 10, 1999
