AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
REGISTRATION NO. 333-39115
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AIR & WATER TECHNOLOGIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4952 13-341875
(STATE OR OTHER JURIS- (PRIMARY STANDARD (I.R.S. EMPLOYER
DICTION OF INCORPORATION INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
OR ORGANIZATION) CODE NUMBER)
U.S. HIGHWAY 22 WEST AND STATION ROAD
BRANCHBURG, NEW JERSEY 08876
(908) 685-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------------
DOUGLAS A. SATZGER, ESQ.
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
U.S. HIGHWAY 22 WEST AND STATION ROAD
BRANCHBURG, NEW JERSEY 08876
(908) 685-4600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
<TABLE>
<CAPTION>
COPIES TO:
<S> <C> <C>
RICHARD A. STEINWURTZEL, ESQ. JOHN A. BICK, ESQ. MARTHA E. MCGARRY, ESQ.
FRIED, FRANK, HARRIS, SHRIVER DAVIS POLK & WARDWELL SKADDEN, ARPS, SLATE, MEAGHER &
& JACOBSON 450 LEXINGTON AVENUE FLOM LLP
SUITE 800 NEW YORK, NEW YORK 919 THIRD AVENUE
1001 PENNSYLVANIA AVENUE, N.W. 10017 NEW YORK, NEW YORK 10022
WASHINGTON, D.C. 20004 (212) 450-4000 (212) 735-3000
(202) 639-7000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this amendment to the Registration
Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------
N/A(1) N/A(1) N/A(1) N/A(1)
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(1) No additional securities are to be registered and the registration fee
previously has been paid. Therefore, no further registration fee is
required.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
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EXPLANATORY NOTE
This amendment is being filed to deregister an aggregate of 7,179,342
shares of Class A Common Stock, par value $.001 per share (the "Class A
Common Stock"), of Air & Water Technologies Corporation (the "Company") and
6,050,901 of the Company's warrants (the "Warrants"), each Warrant
entitling the holder thereof to purchase one share of Class A Common Stock
of the Company. The shares of Class A Common Stock and Warrants were
registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement on Form S-1 (No. 333-39115),
which was declared effective on January 30, 1998 (together with all
amendments thereto, the "Registration Statement")
The Registration Statement was filed with respect to a public
offering (the "Rights Offering") of rights to purchase, at a subscription
price of $1.75 per share, an aggregate of 120,000,000 shares of Class A
Common Stock and up to 10,000,000 Warrants and a continuous offering (the
"Shelf Offering") of up to 10,000,000 shares of Class A Common Stock
issuable upon exercise of the Warrants. Pursuant to the Registration
Statement, the Company registered 120,000,000 shares of Class A Common
Stock issuable upon full exercise of rights in the Rights Offering,
10,000,000 Warrants issuable upon full exercise of rights in the Rights
Offering and 10,000,000 shares of Class A Common Stock underlying the
maximum number of Warrants issuable in the Rights Offering.
The Rights Offering expired on March 4, 1998. As a result of the
Rights Offering, an aggregate of 118,871,559 shares of Class A Common Stock
and an aggregate of 3,949,099 Warrants entitling holders to acquire in the
aggregate 3,949,099 shares of Class A Common Stock were issued to
subscribers in the Rights Offering.
Pursuant to the undertaking set forth in Part II, Item 17(a)(3) of
the Registration Statement, the Company is filing this amendment to remove
from registration 7,179,342 shares of Class A Common Stock which remain
unissued at the termination of the Rights Offering and which will not be
available for issuance in the Shelf Offering upon exercise of the Warrants
and 6,050,901 Warrants which remain unissued at the termination of the
Rights Offering.
This amendment consists only of the Cover Page, this Explanatory Note
and a signature page.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF BRANCHBURG, STATE OF NEW JERSEY, ON APRIL 10, 1998.
AIR & WATER TECHNOLOGIES CORPORATION
By: /S/ ALAIN BRUNAIS
-----------------------------------
ALAIN BRUNAIS
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL 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 DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board April 10, 1998
------------------------- of Directors
WILLIAM V. KRIEGEL
* President, Chief April 10, 1998
------------------------- Executive Officer
THIERRY M. MALLET and Director (Principal
Executive Officer)
/S/ ALAIN BRUNAIS Senior Vice President, April 10, 1998
------------------------- Chief Financial
ALAIN BRUNAIS Officer and Director
(Principal Accounting
Officer) (Principal
Financial Officer)
* Director April 10, 1998
- -------------------------
JEAN-CLAUDE BANON
* Director April 10, 1998
- -------------------------
DANIEL CAILLE
* Director April 10, 1998
- -------------------------
CAROL LYNN GREEN
* Director April 10, 1998
-------------------------
FRANCOIS JOBARD
* Director April 10, 1998
-------------------------
JOHN W. MORRIS
* By: /S/ ALAIN BRUNAIS
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ATTORNEY-IN-FACt
