FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EVANS ENVIRONMENTAL CORPORATION
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(Exact name of registrant as specified in its charter)
COLORADO 84-1061207
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
99 S.E. FIFTH STREET, FOURTH FLOOR, MIAMI, FL 33131
(Address of Principal Executive Offices)
EVANS ENVIRONMENTAL CORPORATION STOCK AND OPTION AWARD PLAN
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(Full title of the plan)
RICHARD M. SPECTOR, ESQ., SUITE 1600, 2601 S. BAYSHORE DRIVE, MIAMI, FL 33133
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(Name and address of agent for service)
(305) 858-5555
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Shares,
no par value 1,082,875 (1) $1,093,069(1) $376.92(1)
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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 for share of Common Stock on June 28, 1996,
within five days prior to the date of filing the registration
statement, which average was $1.375 per share, for 12,642 shares of
Common Stock for which options have not yet been granted and 75,000
shares of Common Stock which have not yet been issued and (ii) prices
of $0.29, $0.88, $0.625 and $1.375 per share for 339,858, 22,500,
7,875, and 625,000 shares of stock, respectively, for which options
with exercise prices of $0.29, $0.625, $0.88, and $1.375 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, 1995, all other reports on
Form 10-QSB and on Form 8-K filed since March 31, 1995, and
the description of its Common Shares on registrant's Form 8-A,
filed October 7, 1987 and any post-effective amendments
thereto.
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 provision or provisions of applicable law at the time in
effect). Any such indemnification,
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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.
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;
(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;
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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 July 1, 1996.
(Registrant)___________________________________________________________________
Evans Environmental Corporation
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/ JOHN C. REYNOLDS
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JOHN C. REYNOLDS
(Title) PRINCIPAL EXECUTIVE OFFICER (Date) JULY 1, 1996
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(Signature) /s/ CHARLES C. EVANS
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CHARLES C. EVANS
(Title) DIRECTOR (Date) JULY 1, 1996
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(Signature) /s/ KELLY EVANS
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KELLY EVANS
(Title) DIRECTOR (Date) JULY 1, 1996
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(Signature) /s/ SCOTT E. SALPETER
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SCOTT E. SALPETER
(Title) DIRECTOR, PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER (Date)JULY 1, 1996
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(Signature) /s/ RICHARD D. SALPETER
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RICHARD D. SALPETER
(Title) DIRECTOR (Date) JULY 1, 1996
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(Signature)____________________________________________________________________
LEON S. EPLAN
(Title) DIRECTOR (Date) JULY 1, 1996
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(Signature)____________________________________________________________________
WENDELL R. ANDERSON
(Title) DIRECTOR (Date) JULY 1, 1996
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July 1, 1996
Evans Environmental Corporation
99 S.E. Fifth Street
Fourth Floor
Miami, FL 33133
Gentlemen:
In regard to the Evans Environmental Stock and Option Award Plan
(the "Plan") you are proposing to issue (i) 75,000 shares of the Common Stock,
par value $0.012 per share, of Evans Environmental Corporation ("Evans") and
(ii) upon exercise of options an additional 1,007,875 shares of such Common
Stock.
We are of the opinion that such shares when issued upon payment
of the price per share for the 75,000 shares and upon payment of the option
exercise prices when the options are exercised, the shares under the Plan will
be duly authorized, validly issued, fully paid and non-assessable.
We consent to the inclusion of our opinion in the Evans Form S-8
dated July 1, 1996.
Sincerely,
/s/ ADORNO & ZEDER, P.A.
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Adorno & Zeder, P.A.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Evans Environmental Corporation on Form S-8 of our report dated June 30, 1995,
except for the information in the fourth and seventh paragraphs of Note 18, as
to which the date is August l8, 1995, on our audits of the consolidated
financial statements of Evans Environmental Corporation as of March 31, 1995,
and for the years ended March 31, 1995 and 1994, which report is included in the
Company's Annual Report on Form 10-KSB for the year ended March 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Miami, Florida
July 1, 1996
