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REGISTRATION STATEMENT
NO. 33-88380
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________________________________________
ATC ENVIRONMENTAL INC.
(Exact name of registrant as specified in charter)
_________________________________________________
Delaware 7390 46-0399408
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(State or other (Standard industrial (I.R.S. employer
jurisdiction of classification code) identification
incorporation) number)
_________________________________________________
104 East 25th Street, 10th Floor
New York, New York 10010
(Address of principal executive offices and principal place of business)
Registrant's telephone number - (212) 353-8280
___________________________________________________
Morry F. Rubin, President
104 East 25th Street, 10th Floor
New York, New York 10010
(Name and address of agent for service)
Agent's telephone number - (212) 353-8280
___________________________________________________________
Copies of all communications, including all communications
sent to the agent for service, should be sent to:
Steven Morse Esq. Richard H. Rosenblum, Esq.
Lester Morse P.C. Kaufmann, Feiner, Yamin, Gildin & Robbins
111 Great Neck Road 777 Third Avenue
Great Neck, N.Y. 11021 New York, New York 10017
(516) 487-1446 (212) 755-3100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this 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 of the Securities Act of 1933,
check the following box. /X/
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Item 22. 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;
(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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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 securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To supply by means of a Post-Effective Amendment all
information concerning a transaction and the company being acquired involved
therein, that was not the subject of and included in the Registration
Statement when it became effective.
(b) 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
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on the 24th day of May, 1995.
ATC ENVIRONMENTAL INC.
BY: /s/ Morry F. Rubin
------------------------------------
Morry F. Rubin, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capabilities and on the dates indicated.
SIGNATURES TITLES DATE
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Chairman of the
Board, Secretary
/s/ George Rubin and Director* May 24, 1995
-----------------
George Rubin
President, Chief
Executive Officer,
Treasurer and
/s/ Morry F. Rubin and Director* May 24, 1995
-----------------
Morry F. Rubin
Vice President,
Principal Financial
and Accounting Officer
/s/ Richard L. Pruitt and Director* May 24, 1995
---------------------
Richard L. Pruitt
* George Rubin, Morry F. Rubin and Richard L. Pruitt constitute all of the
members of the Board of Directors of the Registrant.
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