FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EVANS ENVIRONMENTAL CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-1061207
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
1000 SOUTHERN BLVD., SUITE 300, WEST PALM BEACH, FL 33405
(Address of Principal Executive Offices)
EVANS ENVIRONMENTAL CORPORATION STOCK AND OPTION AWARD PLAN
(Full title of the plan)
RICHARD M. SPECTOR, ESQ.,
ADORNO & ZEDER, P.A.
SUITE 1600, 2601 S. BAYSHORE DRIVE, MIAMI, FLORIDA 33133
(Name and address of agent for service)
(305) 858-5555
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
- ------------------- ------------ ---------------- ------------------ ----------------
Common Stock, par
value $.012 per share 2,773,408 (1) $2,834,253.67(1) $977.33(1)
=================== ================== ================== =================== ===================
</TABLE>
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(1) Pursuant to Rule 457(c) and (h)(1), the proposed maximum aggregate
offering price and fee were computed based on the sum of (i) the average
high and low prices per share of Common Stock on October 7, 1996,
within five days prior to the date of filing the registration statement,
which average was $0.9375 per share, for 1,645,000 shares of Common
Stock for which options have not yet been granted and (ii) prices of
$0.29, $0.625, $0.875, $0.88, $1.00, $1.3125, $1.375, $1.50, $1.625, and
$9.75 per share for 182,108, 29,100, 40,000, 7,875, 700, 315,000,
550,000, 1,500, 1,750 and 375 shares of stock, respectively, for which
options with exercise prices of $0.29, $0.625, $0.875, $0.88,$1.00,
$1.375, $1.3125, $1.50, $1.625 and $9.75 per share have been previously
granted.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in
this Form S-8: the registrant's annual report on Form 10-KSB for
the year ended March 31, 1996, the registrant's amendment to its
Form 10-KSB for the year ended March 31, 1996 on Form 10-KSB/A
dated September 16, 1996, the registrant's quarterly report on
Form 10-QSB for the quarter ended June 30, 1996, the registrant's
amendment to its Form 10-QSB for the quarter ended June 30, 1996
on Form 10-QSB/A dated October 9, 1996, the registrant's Form 8-K
dated July 22, 1996, all other reports on Form 10-QSB and on Form
8-K filed since June 30, 1996, and the description of its Common
Shares on registrant's Form 8-A, filed October 7, 1987 as amended
on July 3, 1996.
All documents filed subsequent to the date hereof by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles 7.1 of the Registrant's By-laws provide as follows:
"INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS. Any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was at any time since the inception of the corporation a
director, officer or employee of the corporation, or is or was at any
time since the inception of the corporation serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
including serving as trustee, plan administrator or other fiduciary of
any employee benefit plan, shall be indemnified by the corporation to
the full extent permitted by the Colorado Corporation Code (or any
similar
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provision or provisions of applicable law at the time in effect). Any
such indemnification, however, shall be made by the corporation only as
authorized in the specific case upon a determination that such
indemnification is proper in the circumstances because such director,
officer, employee, or agent has met the applicable standard of conduct
set forth in such subsections (or such similar provision or provisions),
such determination to be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding in question, (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion,
or (3) by the stockholders, PROVIDED that to the extent such director,
officer or employee has been successful on the merits or otherwise in
defense of such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith without necessity of such determination.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(5) Opinion of Adorno & Zeder, P.A.
(23) (a) Consent of Adorno & Zeder, P.A., included in
Exhibit 8(5).
(b) Consent of Coopers & Lybrand, L.L.P.
(c) Consent of Lopez Levi & Associates, P.A.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
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(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 which remain unused at the termination
of the offering.
(b) 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
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the 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, 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.
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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 Miami, State of Florida, on OCT. 9 , 1996.
Evans Environmental Corporation
(Registrant) ------------------------------------------------------------------
By (Signature and Title) /S/CHARLES C. EVANS
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CHARLES C. EVANS, Chairman
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) /S/DAVID C. LANGLE
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DAVID C. LANGLE
(Title) CHIEF FINANCIAL OFFICER (Date) OCT. 9, 1996
(PRINCIPAL ACCOUNTING OFFICER)
(Signature) /S/ENRIQUE A. TOMEU
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ENRIQUE A. TOMEU
(Title) CHIEF EXECUTIVE OFFICER (Date) OCT. 9, 1996
(Signature)/S/CHARLES C. EVANS
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CHARLES C. EVANS
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/LUIS DE LA CRUZ
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LUIS DE LA CRUZ
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/RAIMUNDO LOPEZ-LIMA LEVI
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RAIMUNDO LOPEZ-LIMA LEVI
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/LEON S. EPLAN
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LEON S. EPLAN
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/WENDELL R. ANDERSON
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WENDELL R. ANDERSON
(Title) DIRECTOR (Date) OCT. 9, 1996
(signatures continued on next page)
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(Signature)/S/JOHN B. MCCRACKEN
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JOHN B. MCCRACKEN
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/JOSEPH F. STARTARI
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JOSEPH F. STARTARI
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/ANTONIO L. CONTRERAS
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ANTONIO L. CONTRERAS, JR.
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/MICHAEL S. KLEIN
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MICHAEL S. KLEIN
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/ENRIQUE J. TOMEU
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ENRIQUE J. TOMEU, SR.
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/ ROBERT J. UNDERBRINK
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ROBERT J. UNDERBRINK
(Title) DIRECTOR (Date) OCT. 9, 1996
(Signature)/S/CARLOS M. VERGARA
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CARLOS M. VERGARA
(Title) DIRECTOR (Date) OCT. 9, 1996
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EXHIBIT 5
ADORNO & ZEDER
[LETTERHEAD]
October 9, 1996
Evans Environmental Corporation
1000 Southern Boulevard
Suite 300
West Palm Beach, FL 33405
Gentlemen:
Evans Environmental Corporation (the "Company") has asked us to deliver an
opinion on the legality of the 2,773,408 shares of Common Stock, $.012 par
value, to be issued pursuant to a registration statement (the "Registration
Statement") under cover of Form S-8 (the "Offering").
In preparing this opinion we have examined and relied upon originals or
copies, certified or otherwise, authenticated to our satisfaction, of such
documents as we consider necessary or appropriate as a basis for the opinion
hereinafter stated.
Based on the foregoing we are of the opinion that the Company's Common
Stock to be issued in the Offering is duly authorized, legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ADORNO & ZEDER, P.A.
EXHIBIT 23.B
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated June 4, 1996 except for Note 22 as for which the
date was July 12, 1996, on our audit of the consolidated financial statements of
Evans Environmental Corporation as of Match 31, 1996, and for the years ended
March 31, 1996 and 1995, appearing in the Company's Annual Report on Form 10-KSB
for the year ended March 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
Miami, Florida
October 9, 1996
EXHIBIT 23.C
To the Board of Directors of
Evans Environmental Corporation
Miami, Florida 33131
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated June 21, 1996, except for Note H as for which the
date was July 9, 1996 on our audit of American Remedial Technologies, Inc., as
of March 31, 1996, and for the years ended March 31, 1996 and 1995, appearing in
item 6 Exhibit (a) on Form 10QSB, as amended, the quarter ended June 30, 1996 of
Evans Environmental Corporation filed on August 19, 1996 with the Securities and
Exchange Commission. However, from the date of our consent through the current
date, our firm is not independent.
/S/ LOPEZ LEVI & ASSOCIATES, P.A.
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Lopez Levi & Associates, P.A.
Consent date: June 21, 1996, except for Note H
as of which the date was July 9, 1996.
