FILE NO. 333-07743
POST-EFFECT AMENDMENT NO. 1 TO
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
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(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)
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PART I
TERMINATION
Effective immediately this Post-Effective Amendment No. 1 terminates
the Form S-8 filed by the Company, File Number 333-07743. No sales of any shares
were made under this Form S-8.
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
quarterly report on Form 10-QSB for the quarter ended June 30,
1996, the registrant's report on Form 8-K dated July 22, 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
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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, 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.*
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*Previously filed
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;
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(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;
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 SEPT. 16, 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 (PRINCIPAL ACCOUNTING OFFICER) (Date) 9/16/96
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(Signature) /S/ENRIQUE A. TOMEU
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ENRIQUE A. TOMEU
(Title) CHIEF EXECUTIVE OFFICER (Date) 9/16/96
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(Signature) /S/CHARLES C. EVANS
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CHARLES C. EVANS
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/LUIS DE LA CRUZ
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LUIS DE LA CRUZ
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/RAIMUNDO LOPEZ-LIMA LEVA
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RAIMUNDO LOPEZ-LIMA LEVI
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/LEON S. EPLAN
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LEON S. EPLAN
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/ WENDELL R. ANDERSON
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WENDELL R. ANDERSON
(Title) DIRECTOR (Date) 9/16/96
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(signatures continued on next page)
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(Signature)/S/JOHN B. MCCRACKEN
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JOHN B. MCCRACKEN
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/JOSEPH F. STARTARI
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JOSEPH F. STARTARI
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/ANTONIIO L. CONTRERAS
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ANTONIO L. CONTRERAS, JR.
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/MICHAEL S. KLEIN
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MICHAEL S. KLEIN
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/ENRIQUE J. TOMEU
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ENRIQUE J. TOMEU, SR.
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/ROBERT J. UNDERBRINK
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ROBERT J. UNDERBRINK
(Title) DIRECTOR (Date) 9/16/96
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(Signature)/S/CARLOS M. VERGARA
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CARLOS M. VERGARA
(Title) DIRECTOR (Date) 9/16/96
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