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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ATC ENVIRONMENTAL INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 4a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1_________________________
(4) Proposed maximum aggregate value of transaction:______________________
_______________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:______________________________________________
(2) Form, Schedule or Registration Statement No.
(3) Filing Party:________________________________________________________
(4) Date Filed:__________________________________________________________
PAGE
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PRELIMINARY COPY
----------------
ATC ENVIRONMENTAL INC.
104 East 25th Street
Tenth Floor
New York, New York 10010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 8, 1996 AT 10:00 A.M.
To the Stockholders of
ATC Environmental Inc.
Notice is hereby given that the Annual Meeting of
Stockholders (the "Meeting") of ATC Environmental Inc., a
Delaware corporation (the "Company"), will be held at The
Williams Club located at 24 East 39th Street, New York, New York
10010 at the hour of 10:00 A.M. local time on October 8, 1996 for
the following purposes:
(1) To elect five Directors of the Company for the
coming year;
(2) To ratify, adopt and approve an amendment to the
1993 Incentive and Non-Qualified Stock Option Plan
increasing the number of shares covered by the Plan
from 500,000 shares to 1,000,000 shares;
(3) To ratify, adopt and approve an amendment to the
Company's Certificate of Incorporation to change the
name of the Company to ATC Management Solutions Inc.;
and
(4) To transact such other business as may properly
come before the meeting.
Only shareholders of record at the close of business on
August 15, 1996 are entitled to notice of and to vote at the
Meeting or any adjournment thereof.
Dated: September 6, 1996 By Order of the Board of Directors
Morry F. Rubin, President
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU
ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
PAGE
<PAGE>
ATC ENVIRONMENTAL INC 104 East 25th Street
New York, New York 10010
(212) 353-8280
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are
furnished by the Board of Directors of the Company in connection
with the solicitation of proxies for use at the Annual Meeting of
Stockholders (the "Meeting") referred to in the foregoing notice.
It is contemplated that this Proxy Statement, together with the
accompanying form of proxy and the Company's Annual Report for
the fiscal year ended February 29, 1996 will be mailed together
to stockholders on or about September 6, 1996. (The Company's
quarterly report to stockholders for its first quarter is also
being provided to stockholders. It is not intended that these
reports be considered part of the proxy solicitation materials).
The record date for the determination of shareholders
entitled to notice of and to vote at the Meeting is August 15,
1996. On that date there were issued and outstanding,
approximately 7,786,049 shares of Common Stock, par value $.01
per share. The presence, in person or by proxy, of the holders
of a majority of the shares of Common Stock outstanding and
entitled to vote at the Meeting is necessary to constitute a
quorum. In deciding all questions, a stockholder shall be
entitled to one vote, in person or by proxy, for each share held
in his name on the record date. Directors will be elected by a
plurality of the votes cast at the Meeting. The ratification of
the Amendment to the Company's Certificate of Incorporate
(Proposal No. 3) will be decided by a vote of a majority of the
outstanding shares entitled to vote thereon. The ratification of
an amendment to the Company's 1993 Incentive and Non-Statutory
Stock Option Plan and all other proposals will be decided by a
majority of the votes cast at the Meeting.
All proxies received pursuant to this solicitation will be
voted (unless revoked) at the Annual Meeting of October 8, 1996
or any adjournment thereof in the manner directed by a
stockholder and, if no direction is made, will be voted for the
election of each of the management nominees for director in
Proposal No. 1 and in favor of proposals numbered 2 and 3. If
any other matters are properly presented at the meeting for
action, which is not presently anticipated, the proxy holders
will vote the proxies (which confer authority to such holders to
vote on such matters) in accordance with their best judgment. A
proxy given by a stockholder may nevertheless be revoked at any
time before it is voted by communicating such revocation in
writing to the transfer agent, American Stock Transfer & Trust
Company, at 40 Wall Street, New York, New York 10005 or by
executing and delivering a later-dated proxy. Furthermore, any
person who has executed a proxy but is present at the Meeting may
vote in person instead of by proxy; thereby canceling any proxy
previously given, whether or not written revocation of such proxy
has been given.
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As of the date of this Proxy Statement, the Board of
Directors knows of no matters other than the foregoing that will
be presented at the Meeting. If any other business should
properly come before the Meeting, the accompanying form of proxy
will be voted in accordance with the judgment of the persons
named therein, and discretionary authority to do so is included
in the proxies. All expenses in connection with the solicitation
of this proxy will be paid by the Company. In addition to
solicitation by mail, officers, directors and regular employees
of the Company who will receive no extra compensation for their
services, may solicit proxies by telephone, telegraph or personal
calls. Management does not intend to use specially engaged
employees or paid solicitors for such solicitation. Management
intends to solicit proxies which are held of record by brokers,
dealers, banks, or voting trustees, or their nominees, and may
pay the reasonable expenses of such record holders for completing
the mailing of solicitation materials to persons for whom they
hold the shares. All solicitation expenses will be borne by the
Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of August 15,
1996 with respect to the share ownership by ATC's directors
individually, officers and directors as a group, and for record
and/or beneficial owners of more than 5% of the outstanding
amount of such stock. For purposes of calculating the amount of
beneficial ownership and the respective percentages, the number
of shares of ATC Common Stock which may be acquired by a person
upon the exercise of outstanding options, if any, notwithstanding
the options vesting schedule, are considered outstanding but are
not deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by any other person.
Approximate
Name and Number of Percent of
Address (1) Position Shares Owned Class (2)
Chairman of the
Board and Secretary;
George Rubin (3) Director 1,512,542 18.3
President, Chief
Executive Officer,
Morry F. Rubin (4) Treasurer; Director 800,489 10.1
Vice President,
Principal
Accounting Officer;
Richard L. Pruitt Director 56,850 *
(5)
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Julia S. Heckman Director 7,500 *
(6)
Richard S.
Greenberg, Esq. Director 7,500 *
(7)
All Officers and
Directors of ATC
as a Group(10 Various 2,494,176 29.5
persons)(8)
* Represents less than 1%.
____________
(1) Each person has sole voting power and investment power with
respect to the number of shares indicated as owned.
(2) Based upon 7,786,049 shares of American Stock outstanding as
of August 15, 1996.
(3) Shares owned include options to purchase 490,500 shares of
Common Stock. Address: 104 East 25th Street, 10th Floor,
New York, NY 10010.
(4) Shares owned include options to purchase 161,750 shares of
Common Stock. Address: 104 East 25th Street, 10th Floor,
New York, NY 10010
(5) Shares owned include options to purchase 8,300 shares of
Common Stock. Address: 1515 East Tenth Street, Sioux
Falls, SD 57103.
(6) Shares owned include options to purchase 7,500 shares of
Common Stock. Address: Rodman & Renshaw, Inc, Two World
Financial Center, Tower B, New York, NY 10281.
(7) Shares owned include options to purchase 7,500 shares of
Common Stock. Address: Coopers & Lybrand, 370 17th Street,
Suite 3300, Denver, CO 80202.
(8) Shares owned include options to purchase 762,450 shares of
Common Stock.
The Company does not know of any arrangement or pledge of its
securities by persons now considered in control of the Company
that might result in a change of control of the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor of the
nominees named to the Board of Directors. Directors will be
elected by a plurality of the votes cast at the Meeting.
Five directors are to be elected at the meeting for terms of
one year each and until their successors shall be elected and
qualified. It is intended that votes will be cast pursuant to
such proxy for the election of the five persons whose names are
first set forth below unless authority to vote for one or more of
the nominees is withheld by the enclosed proxy, in which case it
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is intended that votes will be cast for those nominees, if any,
with respect to whom authority has not been withheld. All of the
nominees are now members of the Board of Directors. In the event
that any of the nominees should become unable or unwilling to
serve as a director, a contingency which the Management has no
reason to expect, it is intended that the proxy be voted, unless
authority is withheld, for the election of such person, if any,
as shall be designated by the Board of Directors.
The following table sets forth information concerning each
director of the Company, each of which has been nominated to
continue as a director of the Company.
Term First
of Became Principal
Name Age Office Director Occupation
George Rubin 68 (1) 1988 Chairman of the Board of ATC
Morry F. Rubin 36 (1) 1988 President and CEO of ATC
Richard L. Pruitt 55 (1) 1988 Vice President and
Principal Accounting
Officer of ATC
Richard S. Greenberg, 47 (1) 1995 Director of Environmental
Esq. Management Services Group
at Coopers & Lybrand
Julia S. Heckman 47 (1) 1995 Managing Director of
Rodman & Renshaw Inc.'s
Investment Banking Group
__________________
(1) Directors are elected at the annual meeting of shareholders
and hold office until the following annual meeting.
George Rubin has been Chairman of the Board of ATC since 1988.
From 1961 to 1987, Mr. Rubin served as President, Treasurer and
director of Staff Builders, Inc. Staff Builders, Inc., was a
publicly held corporation engaged in the business of providing
temporary personnel primarily in the health care field operating
through approximately 100 offices and with revenues over $100
million. Since December 1986, Mr. Rubin has been a principal
stockholder, executive officer and a director of National
Diversified Services, Inc., a publicly held corporation which
completed a public offering in December 1986 and currently has no
business operations. George Rubin is the father of Morry F.
Rubin.
Morry F. Rubin has been President, Chief Executive Officer,
Treasurer and a director of ATC since 1988. Mr. Rubin was also
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President, Chief Executive Officer and Treasurer of Aurora
Environmental Inc. from May 1985 to June 1995, and was a director
of Aurora from September 1983 to June 1995. Since 1986, Mr.
Rubin has been a principal stockholder and from 1986 to July
1995, Mr. Rubin was President and a director of National
Diversified Services, Inc., a publicly held corporation, which
completed a public offering in December 1986 and currently has no
business operations. From 1981 to 1987, Mr. Rubin was employed
in sales and as director of acquisitions for Staff Builders,
Inc., a publicly held company engaged in providing temporary
personnel primarily in the health care field. Morry F. Rubin is
the son of George Rubin.
Richard L. Pruitt is a Vice President, the Principal Accounting
Officer and a director of ATC. Mr. Pruitt has served as Vice
President of ATC since September 1990, as Principal Accounting
Officer of ATC since April 1988 and as a director of ATC since
January 1988. Mr. Pruitt served as Principal Financial Officer
of ATC from September 1989 to April 1992 and from May 1993 to
July 1995. Mr. Pruitt served as the Principal Financial Officer
and a director of Aurora Environmental Inc. from May 1985 to June
1995 and served as Financial Manager of Aurora from February
1982.
Richard S. Greenberg, Esq. has been a director of ATC since
July 1995. Mr. Greenberg has been a director of the
Environmental Management Consulting Services Group at Coopers &
Lybrand since October 1989. Mr. Greenberg has over 20 years of
experience in the areas of environmental management consulting,
environmental litigation support and legislative policy analysis.
Julia S. Heckman has been a director of ATC since August 1995.
Mrs. Heckman has been a Managing Director with Rodman & Renshaw,
Inc.'s Investment Banking Group since April 1995 and had been a
Managing Director with Mabon Securities Corp.'s Investment
Banking Group since 1991. Prior to joining Mabon Securities
Corp., Mrs. Heckman was a Managing Director with Paine Webber
Group Inc.'s Corporate Finance Group. Mrs. Heckman serves as a
member of the Company's Board of Directors pursuant to the
Underwriting Agreement dated October 10, 1995 between Rodman &
Renshaw, Inc. and the Company.
Two meetings of the Board of Directors and 19 unanimous
consents were held during fiscal 1996. Each of the two meetings
was attended by all directors.
In August, 1995, the Company established an Executive
Compensation Committee and an Audit Committee with Morry F.
Rubin, Julia S. Heckman and Richard S. Greenberg, Esq. as
members.
The Audit Committee will have the power to (i) select the
independent certified public accountant, (ii) satisfy itself on
behalf of the Board that the external and internal auditing
procedures assure reliable and informative accounting and
financial reporting, (iii) have meetings with management, or with
the auditors, or with both management and auditors, to review the
scope of the auditor's examination, audit reports and the
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Corporation's internal auditing procedures and reviews, (iv)
monitor policies established to prohibit unethical, questionable
or illegal activities by those associated with the Corporation;
and (v) review the compensation paid to the auditors through
annual audit and non-audit fees and the effect on the
independence of the auditors in relation thereto, and it may
exercise the powers and authority of the Board of Directors to
implement changes in connection with the foregoing or, at its
option, may make recommendations to the entire Board of Directors
for its approval. Further, the Audit Committee will be
responsible for approving any transactions between the
Corporation and its officers, directors or affiliates.
The Compensation Committee will have the power to review
compensation of the Corporation's executive officers, including
salaries, the granting of stock options and other forms of
compensation for executive officers whose salaries are within the
purview of the Board of Directors. In some cases, the
Compensation Committee may make recommendations to the entire
Board of Directors for its approval or, itself exercise the
powers and authority of the Board of Directors to designate
compensation.
During the fiscal year ended February 29, 1996, the Audit
Committee and Compensation Committee had zero and three meetings,
respectively.
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The following table sets forth information concerning each
executive officer and key employee of the Company. The officers
of the Company serve at the pleasure of the Board of Directors
and until their successors are chosen and qualify.
Name Age Position with Company
Officers and Directors
George Rubin 68 Chairman of the Board and Secretary
Morry F. Rubin 36 President, Chief Executive Officer,
Treasurer
Nicholas J. Malino 44 Senior Vice-President,
Financial and General Operations
Christopher Vincze 35 Senior Vice-President, Financial
and General Operations
Donald W. Beck 37 Senior Vice President
John J. (Jeff) Goodwin 47 Vice President of
Information Services
Wayne A. Crosby 42 Chief Financial Officer
Richard L. Pruitt 55 Vice President, Principal
Accounting Officer
Key Employee
John J. Smith, Esq. 45 General Counsel
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's officers and directors, and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than ten
percent stockholders are required by the Commission's regulations
to furnish the Company with copies of all Section 16(a) forms
they file.
Richard L. Pruitt and Donald Beck each filed a Form 4 late for
the month of June 1995. Christopher P. Vincze and Nicholas
Malino each filed a Form 4 late for the month of December 1995.
Wayne Crosby and John Smith each filed a Form 4 late for the
month of May 1996.
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Executive Compensation.
Summary Compensation Table - The following table provides
information with respect to the compensation of ATC's Chief
Executive Officer (CEO) and its executive officers, other than
the CEO, who where serving as executive officers at the end of
fiscal 1996 whose total annual salary and bonus, if any, exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Secur- ALL
Name and Year Annual stricted ities Other
Principal Ended Compen- Stock Under- LTIP Compen-
Position February Salary Bonus sation Award(s) lying Payouts sation
28(29) ($) ($) ($) ($) Options ($) ($)
- ----------------------- ------- ------- ------- ------- ------- ------- ------- -------
1996 225,000 141,774 -0- -0- -0- -0- -0-
Morry F. Rubin, 1995 225,000 132,500 -0- -0- -0- -0- -0-
President and 1994 120,000 62,500 -0- -0- -0- -0- -0-
Chief Executive Officer
1996 225,000 141,774 -0- -0- -0- -0- -0-
George Rubin, 1995 225,000 132,500 -0- -0- -0- -0- -0-
Chairman of the Board 1994 144,231 62,500 -0- -0- -0- -0- -0-
and Secretary
1996 142,308 -0- 6,000(1) -0- 30,000 -0- -0-
Christopher P. Vincze 1995 105,385 86,500 5,550(1) -0- 17,500 -0- -0-
Senior Vice President 1994 96,682 98,000 4,200(1) -0- 2,500 -0- -0-
1996 142,308 -0- -0- -0- 30,000 -0- -0-
Nicholas J. Malino 1995 105,385 86,500 -0- -0- 37,500 -0- -0-
Senior Vice President 1994 96,154 98,000 -0- -0- 2,000 -0- -0-
</TABLE>
____________
(1) Represents compensation relating to a car allowance.
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Options Grants Table - The following table provides
information with respect to individual grants of stock options by
ATC during fiscal 1996 to each of the executive officers named in
the preceding summary compensation table.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realized Value
at
Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants for Option Term (2)
<C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g)
% of
Number Total
of Options
Securities Granted
Underlying to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#) Year (1) ($/SH) Date 5% ($) 10% ($)
- ---------------- ---------- --------- -------- ---------- ------- -------
Morry F. Rubin -0- -0- N/A N/A -0- -0-
George Rubin -0- -0- N/A N/A -0- -0-
Christopher P. Vincze 20,000 12.1% 13.43 7-12-2000 (3) 74,209 163,983
10,000 6.1% 11.50 12-11-2000 (3) 31,772 70,209
20,000 12.1% 13.43 7-12-2000 (3) 74,209 163,983
Nicholas J. Malino 10,000 6.1% 11.50 12-11-2000 (3) 31,772 70,209
</TABLE>
N/A - not applicable
____________
(1) The % of Total Options Granted to Employees in Fiscal Year'
is based upon options granted by ATC employees only and
excludes options granted to non-employees and ATC options
issued to replace previously outstanding Aurora options and
warrants resulting from the Aurora merger.
(2) The potential realizable value of each grant of options
assumes that the market price of ATC's Common Stock
appreciates in value from the date of grant to the end of
the option term at annualized rates of 5% and 10%,
respectively, after subtracting out the applicable exercise
price.
(3) The options granted to Messrs. Vincze and Malino become
exercisable over a period of five years with one-fifth
vesting at the date of grant and an additional one-fifth
vesting on each of the four subsequent anniversaries of the
date of grant and expire within five years of the date of
grant.
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Aggregated Option Exercises and Fiscal Year-End Option Table -The
following table provides information with respect to each
exercise of stock options during fiscal 1996 by each of the
executive officers named in the preceding summary compensation
table and the fiscal year-end value of unexercised options.
AGGREGATED OPTION/EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR -
END OPTION VALUES
<TABLE>
<C> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options
FY-End (#) at FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Exercise Realized (1) Unexercisable Unexercisable
Name (#) ($) (1) (1)
Morry F. Rubin -0- -0- 80,000 / -0- 1,348,038 / -0-
George Rubin -0- -0- 490,500 / -0- 5,146,625 / -0-
Christopher -0- -0- 38,000 / 29,500 192,468 / 85,812
P. Vincze
Nicholas J. -0- -0- 47,300 / 22,200 60,350 / 88,775
Malino
</TABLE>
____________
(1) The aggregate dollar values in column (c) and (e) are
calculated by determining the difference between the fair
market value of the Common Stock underlying the options and
the exercise price of the options at exercise or fiscal year
end, respectively. ATC's last sale price at the close of
business on February 29, 1996 was $12 1/4. Stock options
and warrants of Aurora converted into ATC options and
warrants pursuant to the terms of the Merger Agreement are
included above.
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Board of Directors Report on Executive Compensation
The Board of Directors of ATC is composed of five members,
namely, George Rubin, Chairman of the Board, Morry F. Rubin,
Chief Executive Officer ("CEO"), Richard L. Pruitt, Vice
President, Principal Accounting Officer, Julia S. Heckman,
Managing Director with Rodman & Renshaw, Inc.'s investment
banking group and Richard S. Greenberg, Director of the
Environmental Management Consulting Services Group at Coopers &
Lybrand LLP. The Board is responsible for reviewing and
determining the annual salary, bonuses, stock option grants and
other compensation of the executive officers of ATC.
This report describes the policies and rationales of the
Board in establishing the principal components of executive
compensation in fiscal 1996. The Board's review and
determination of executive compensation includes consideration of
the following factors: (a) compensation surveys of similar size
companies, (b) past and future performance contributions of each
executive officer and (c) the performance of ATC, both separately
and relative to similar size companies.
Under the direction of the Board, ATC has developed a
compensation strategy designed to compensate its executives on a
performance basis. The strategy is intended to (a) reward
executives for long-term strategic management and the enhancement
of Stockholder value, (b) facilitate ATC's short and long-term
planning process and (c) attract and retain key executives
critical to the long-term success of ATC.
Compensation for the CEO and other Named Executives consists
of a fixed base salary and variable components, including both
short-term and long-term incentive compensation in the form of
bonuses and stock option grants. In evaluating the performance
and setting the incentive compensation of executive management
the Board considered the factors described above and that ATC
completed various acquisitions and experienced growth in revenues
and earnings during the past three fiscal years.
Based on the foregoing, the Board believes that ATC's
executive management is dedicated to its corporate objectives of
achieving significant improvements in long-term financial and
operating performance. The executive compensation program
outlined below is designed to implement this strategy by
rewarding management for achieving these objectives.
Base Salary. ATC's base salary is designed to recognize the
sustained and cumulative effect on long-term results that its
executives have demonstrated. The base salary is a remuneration
for services provided and is generally fixed at levels which are
competitive with amounts paid to executives at comparable
companies.
Short-Term Incentives. Short-term incentives in the form of
bonuses are paid to each of the Executives named in the summary
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compensation table to recognize performance that is related to
the achievement of key financial and operating objectives that
have been established for a fiscal year. Since short-term
incentives should generally reflect one year contributions, the
size of the payments may vary considerably from year to year,
depending on the performance of ATC, the executive, his
individual activities and terms of any employment contracts.
Long-Term Incentives. The Board recognizes that long-term
incentive compensation is a substantial component of the total
pay package linking executive pay and corporate performance. At
ATC, long-term incentive compensation in the form of equity based
compensation is intended to link the interests of its executives
with the interests of ATC's Stockholders by rewarding executives
with stock options for both past and anticipated achievements of
the Executive.
Chief Executive Officer's Fiscal 1996 Compensation . As
more specifically set forth in the Summary Compensation Table,
during fiscal 1996, Mr. Morry F. Rubin earned an annual salary of
$225,000 and an annual bonus equal to 2-1/2 % of ATC's
consolidated pre-tax profits.
In determining Mr. Rubin's 1996 compensation, the Board
considered the factors applied to the compensation of all
executive officers as discussed above. The Board decided that,
based on these criteria, ATC's performance based on the creation
of Stockholder value, cash flow, and net income and that his
annual compensation is generally less than that paid to CEO's of
similar companies.
The foregoing report has been approved by all members of the
Board.
George Rubin - Chairman
Morry F. Rubin
Richard L. Pruitt
Julia s. Heckman
Richard S. Greenberg
Comparative Performance by ATC
ATC is presenting a chart comparing the cumulative total
stockholder return on its Common Stock with the cumulative
Stockholder return of (1) a broad equity market index, and (2) a
published industry index or peer group for the past five years.
such chart compares the performance of ATC's Common Stock with
(1) the NASDAQ Stock Market Index and (2) a group of public
companies each of whom are listed in the peer group sanitary and
other services and assumes an investment of $100 in ATC's Common
Stock and on March 1, 1991 an investment of $100 in each of the
stocks comprising the NASDAQ Stock Market Index and the stocks of
the peer group sanitary and other services.
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[LETTERHEAD]
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
ATC ENVIRONMENTAL INC.
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
PRODUCED ON MAY 23, 1996 INCLUDING DATA TO FEBRUARY 29, 1996
[GRAPH]
LEGEND
<TABLE>
<CAPTION>
SYMBOL CRSP TOTAL RETURN INDEX FOR: 02/28/91 02/28/92 02/26/93 02/28/94 02/28/95 02/29/96
<S> <C> <C> <C> <C> <C> <C> <C>
- ------ ATC Environmental Inc 100.0 61.5 70.3 120.9 233.0 215.4
...-.. Nasdaq Stock Market (US Companies) 100.0 142.7 152.0 179.8 182.3 254.0
._._._ NASDAQ Stocks (SIC 4950-4959 US+Foreign) 100.0 122.9 78.6 62.3 51.0 90.4
Sanitary Services
Notes:
A. The lines represent monthly index levels derived from compunded daily returns that include all
dividends.
B. The indexes are reweighted daily, using the marked capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding day
is used.
D. The index level for all series was set to $100.00 on 02/28/91.
</TABLE>
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Compensation Committee Interlocks and Insider Participation
The Board of Directors of ATC is composed of five members,
namely, George Rubin, Chairman of the Board, Morry F. Rubin,
ATC's Chief Executive Officer ("CEO"), Richard L. Pruitt, Vice
President, Principal Accounting Officer, Julia S. Heckman,
Managing Director with Rodman and Renshaw, Inc.'s. Investment
Banking Group and Richard S. Greenberg Esq., a director of the
Environmental Management Group at Coopers & Lybrand. The Board
of Directors has recently appointed an Audit Committee and a
Compensation Committee consisting of three directors including
Morry F. Rubin and Richard S. Greenberg and Julia S. Heckman.
The Audit Committee will be responsible, among other things, for
approving any transactions between the Company and any of its
directors, officers or affiliates. Since August 1995, the
Compensation Committee is responsible for setting compensation of
the executive officers of the Company and for granting any
further options to purchase Common Stock. Prior to August 1995,
the Board had sole responsibility for reviewing and determining
the annual salary, bonuses, stock option grants and other
compensation of the executive officers of ATC.
George Rubin and Morry F. Rubin are officers and/or
directors of ATC's subsidiaries. Morry F. Rubin, George Rubin
and Richard L. Pruitt each receive all of their respective cash
compensation through ATC. However, derivative securities such as
options or warrants have in the past been granted to each of the
aforesaid persons by Aurora, although none were granted during
fiscal 1996.
George Rubin is one of two directors of National Diversified
Services, Inc. ("National"). During National's fiscal year ended
December 31, 1995, no cash compensation was paid to any officer
of ATC. During ATC's past fiscal year, Aurora, ATC and their
subsidiaries had no business relationship with National.
Employment Contracts and other Compensating Arrangements
George Rubin, Morry Rubin, Nicholas Malino and Christopher
P. Vincze receive annual salaries of approximately $225,000,
$225,000, $170,000 and $170,000, respectively. Salaries of all
executive officers of ATC (8 persons), currently aggregate
approximately $1,083,000. ATC has no employment contracts with
its executive officers. All salaries and bonuses are at the
discretion of the Board of Directors, however, ATC's Board of
Directors has agreed to pay bonuses to each of George Rubin and
Morry F. Rubin of 2-1/2% of pre-tax profits based upon fiscal
1997 operating results. ATC will also pay to Christopher Vincze
and Nicholas Malino bonuses based upon operating income exclusive
of ATC's subsidiary, ATC InSys Technology, Inc. The bonuses to be
paid to such officers for fiscal 1997 are not pursuant to
any written agreements.
During fiscal 1990, ATC approved an employee savings plan
which allows voluntary contributions by eligible employees into
designated investment funds. ATC may, at the discretion of its
Board of directors, make additional contributions on behalf of
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the Plan's participants. No contributions were made by the
Company in fiscal years 1994, 1995, and 1996.
ATC has no other annuity, pension or retirement benefits for
its employees. ATC provides life, dental and health insurance,
which is available to all full-time employees. ATC has not
afforded any of its officers or directors any personal benefits,
the value of which exceeds 10% of his salary, which are not
directly related to job performance or provided generally to all
salaried employees.
Directors Compensation
During fiscal 1996, ATC granted options to purchase 7,500
shares to each of Julia S. Heckman and Richard S. Greenberg,
Esq., ATC's two outside directors. No other compensation was
paid to ATC's directors during fiscal 1996 for serving in the
capacity of director and there are no current arrangements for
future compensation of directors. Depending upon the number of
meetings and the time required for ATC's operations, ATC may
decide to compensate its directors in the future.
ATC Stock Option Plans
On January 12, 1988, the board of directors of ATC adopted a
Stock Option Plan (the "1988 Plan") which was ratified by
Stockholders on January 12, 1988. The Plan covers 200,000 shares
of Common Stock and is intended to strengthen ATC's ability to
attract and retain in its employ experienced persons and to
attract other persons to become associated with, and/or to
maintain their association with, ATC and its subsidiaries in
various capacities (e.g. consultants, salespersons) other than
that of an employee, by affording such employees and other
persons an opportunity to hold a proprietary interest in ATC.
The Plan authorizes the issuance of the options covered thereby
as either "Incentive Stock Options" within the meaning of the
Internal Revenue Code of 1986, as amended, or as "Non-Statutory
Options". While any person is eligible to receive Non-Statutory
options, only employees are eligible to receive an Incentive
Option under the provisions of applicable law. The Plan also
provided that no options may be granted after January 11, 1998.
The Plan is administered by ATC's Board of Directors, which
has the authority to determine the persons to whom options shall
be granted, whether any particular option shall be an Incentive
Option or a Non-Statutory Option, the number of shares to be
covered by each option, the time or times at which options will
be granted or may be exercised and the other terms and provisions
of the options except that the Plan prohibits the exercise of an
Incentive Stock Option unless the Optionee has been continuously
employed by ATC from the date of grant to the date of exercise.
Accordingly, Incentive Stock Options terminate upon termination
of the Optionee's employment with ATC for any reason whatsoever.
The Plan also provides that: (i) the exercise price of options
granted thereunder shall not be less than 100% (or in the case of
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an Incentive Option, 110% if the optionee owns 10% or more of the
outstanding voting securities of ATC) of the fair market value of
such shares on the date of grant, as determined by the Board, and
(ii) no option by its terms may be exercised more than ten years
(five years in the case of an Incentive Option, where the
optionee owns 10% or more of the outstanding voting securities of
ATC) after the date of grant. Any options which are canceled or
not exercised within the option period become available for
future grants.
On July 16, 1993, ATC adopted the 1993 Incentive and Non-
Qualified Stock Option Plan covering 200,000 shares (the "1993
Plan"). In 1995, the 1993 Plan was amended to increase the
number of shares covered to 500,000 shares. In August 1996, the
Board of Directors approved an increase in the number of shares
covered under the 1993 Plan to 1,000,000, subject to stockholder
approval. See Proposal No. 2. The 1993 Plan provides no
options may be granted after July 15, 2003. The 1993 Plan is
similar in all respects to the 1988 Stock Option Plan described
above.
On June 29, 1995 ATC adopted a new stock option plan (the
"1995 Plan") to replace Aurora Environmental Inc.'s ("Aurora")
1987 Stock Option Plan, except that the shares covered by the new
plan are limited to 81,750. These options were granted to Morry
Rubin in replacement of Aurora's options previously held at an
exercise price of $5.32 per share and expire January 2004.
As of February 29, 1996, ATC has options outstanding to
purchase 584,720 shares (under the 1988, 1993 and 1995 Plans) at
exercise prices ranging from $1.875 per share to $17.00 per
share. As of February 29, 1996, options to purchase 307,950
shares of ATC's Common Stock are currently exercisable.
Conflicts of Interest; Limitation of Directors' Liability;
Indemnification
Certain of the Company's officers and directors are
officers, directors and/or employees of other companies.
Accordingly, possible conflicts of interest may arise in the
future in connection with the performance of their duties. Such
potential conflicts of interest may include, among other things,
time, effort and corporate opportunity. As no policy has been
established by ATC for the resolution of any such conflicts, ATC
may be adversely affected should they choose to place their other
business interests before that of ATC.
As permitted by the Delaware General Corporation Law, ATC's
Certificate of Incorporation provides that a director of ATC will
not be personally liable to ATC or its Stockholders for monetary
damages for breach of the fiduciary duty of care as a director,
except under certain circumstances including breach of the
director's duty of loyalty to ATC or its Stockholders or any
transaction from which the director derived an improper personal
benefit.
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ATC's by-laws provide for the indemnification of ATC's
officers and directors to the fullest extent permitted by
Delaware law. In this respect, ATC has entered into
indemnification agreements with its officers and directors to
hold them harmless and to indemnify each person from and against
all fines, amounts paid in settlements and expenses, including
attorneys' fees incurred as a result of or in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal or administrative or investigative, by
reason of the fact that the person was a director and/or officer
of ATC or served any other corporation in any capacity at the
request of ATC, in the manner and to the extent permitted by law.
ATC has been advised that it is the position of the
Securities and Exchange Commission that insofar as the foregoing
provisions may be invoked to disclaim liability for damages
arising under the Securities Laws, that such provisions are
against public policy as expressed in the Securities Laws and are
therefore unenforceable.
Certain Relationships and Related Transactions
Effective June 29, 1995, ATC and its parent, Aurora were
merged pursuant to an agreement approved by the majority of
shareholders of each company, with ATC as the surviving
corporation (the "Aurora Merger"). Prior to the Aurora Merger,
Aurora was a holding company which owned approximately 57% of
ATC's outstanding Common Stock and had substantially no other
assets. Under the terms of the merger, each outstanding share of
Aurora Common stock was exchanged for .545 shares of ATC Common
Stock. ATC issued 3,341,356 shares of ATC Common Stock in
exchange for 6,131,104 shares of Aurora's common stock, and
issued options and warrants entitling the holders thereof to
purchase up to 604,950 shares of ATC Common Stock upon exercise
in replacement of previously outstanding options and warrants to
purchase Aurora's common stock. ATC common shares held by Aurora
of 3,258,000 were canceled. Actual common shares outstanding
increased by 83,356 shares. As a result of the Aurora Merger,
ATC utilized Aurora's net operating loss carry forward to reduce
its taxable income and accordingly recorded a one-time reduction
in income tax expense of approximately $350,000 ($.05 per share)
in fiscal 1996. Certain officers and directors of ATC were
stockholders of Aurora and participated in the merger on a
consistent basis with all Aurora security holders.
ATC has in the past, and may in the future, enter into
transactions with officers, directors and other affiliates which
may be deemed to be non-arms-length transactions (i.e.
transactions between related parties). Any new transactions
would be approved by a majority of disinterested Board of
Directors and would be expected to be made on terms no less
favorable to ATC than could be arranged with independent third
parties. All material transactions during the past three years
between ATC and Aurora are set forth above.
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PROPOSAL NO. 2
PROPOSAL TO RATIFY, ADOPT AND APPROVE AN AMENDMENT
TO THE 1993 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
Management recommends that you vote in favor
of the ratification, adoption and approval of
an amendment to the 1993 Incentive and
Non-Statutory Stock Option Plan.
This Proposal will be decided by a majority of
the votes cast at the meeting of Stockholders by
the holders of shares entitled to vote thereon.
The information which follows contains a description of the
1993 Plan including a description of the proposed amendment to
the 1993 Plan as approved by the Board of Directors to increase
the number of shares under the Plan.
General
The 1993 Incentive and Non-Qualified Stock Option Plan, was
approved by the Board of Directors on July 16, 1993 and ratified
by stockholders on September 10, 1993. The 1993 Plan covers
500,000 shares of Common Stock, which the board has proposed to
increase to 1,000,000 shares, subject to adjustment of shares
under the anti-dilution provisions of the 1993 Plan. The 1993
Plan authorizes the issuance of the options covered thereby as
either "Incentive Stock Options" within the meaning of the
Internal Revenue Code of 1986, as amended, or as "Non-Statutory
or Non-Qualified Stock Options." Persons eligible to receive
options under the 1993 Plan includes employees, directors,
officers, consultants or advisors, provided that bona fide
services shall be rendered by consultants or advisors and such
services must not be in connection with the offer or sale of
securities in a capital raising transaction; however, only
employees (who may also be officers and/or directors) are
eligible to receive an Incentive Stock Option. The 1993 Plan
also provides that no options may be granted after July 15, 2003.
The Board of Directors alone shall have the right to alter,
amend, extend or revoke the 1993 Plan or any part thereof at any
time, or from time to time, provided, however, that without the
consent of the optionees, no change may be made in any option
theretofore granted which will impair the rights of existing
optionees.
On August 19, 1996, the closing sales price of the Company's
Common Stock as reported on the NASDAQ National Market System was
$12.9375. The above price reflects an inter-dealer prices,
without retail markup, markdown or commission.
Purpose
The purpose of the 1993 Plan is to encourage and enable
officers, directors and employees of the Company upon whose
judgment, initiative and efforts the Company largely depends for
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the successful conduct of its business, to acquire a closer
identification of their interests with those of the Company by
providing them with a more direct stake in its welfare, thereby
stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company. The 1993
Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Eligibility and Participation
Incentive Stock Options Under the 1993 Plan may be granted
under this Plan only to officers (who are employees) and to other
key employees of (a) the Company and (b) "subsidiaries" of the
Company. A director of the Company or any subsidiaries may
receive an Incentive Stock Option under this Plan if such person
is otherwise an employee of the Company and/or any subsidiaries.
An employee, director or officer of the Company (or any
subsidiaries), may receive a Non-Qualified Stock Option. In
addition, consultants and advisors who the Board determines is
providing bona fide services to the Company or any subsidiaries,
whether or not otherwise compensated, may receive a Non-Qualified
Stock Option so long as the Plan would continue to qualify as an
Employee Benefit Plan under the Securities Act of 1934, as
amended. In determining the persons to whom Options shall be
granted and the number of shares to be covered by each Option,
the Board may take into account the nature of the services
rendered by, and the responsibilities borne by, such respective
persons, their present and potential contributions to the
Company's success and such other factors as the Board in its
discretion shall deem relevant. Under the 1993 Plan, the
aggregate fair market value (determined at the time the option is
granted) of the optioned stock for which Incentive Stock Options
are exercisable for the first time by any employee during any
calendar year (under all such Plans of the individual's Employer
Corporation and its parent and subsidiary corporation) shall not
exceed $100,000. More than one option may be granted to any
optionee. Subject to the number of shares covered by the Plan, no
further restrictions are placed on the Board of Directors in
determining eligibility or participation for granting options or
the amount of options which may be granted to, any director,
officer, consultant or employee.
The Company and its subsidiaries employ over 1,300 full-time
employees and additional part-time persons, each of whom are
eligible to participate in the 1993 Plan at the discretion of the
Board of Directors.
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Plan Benefits
The table provided below contains information on the
benefits provided to certain persons and groups of persons under
the 1993 Plan. As of May 31, 1996, the Company has granted under
the 1993 Plan, options to purchase 342,750 shares at exercise
prices ranging from $6.75 to $17.00 per share. Except as
provided in the table below, no other benefits under the 1993
Plan are determinable at the present time.
PLAN BENEFITS
Number
Net of
Name and Position Realizable Shares
Value $ (1) Unexercised
Morry F. Rubin -0- -0-
George Rubin -0- -0-
Nicholas J. Malino 183,156 69,500
Christopher P. Vincze 163,907 47,500
Board Nominees as a Group
(five persons) 39,688 20,000
All Executive
Officers and Key Employee as
a group (nine persons) 469,627 148,300
All Non-Executive directors
as a group (two persons)
-0- 15,000
Non-Executive Officer
Employee Group (2)(3) 85,072 194,450
- ------------
(1) Based on the fair market value (approximately $12.9375 per
share) of the Company's Common Stock on August 19, 1996
less the applicable exercise price.
(2) Does not include value of option grants to consultants and
directors or non-employees.
(3) Based upon an estimated average grant price of $12.50.
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Administration
The 1993 Plan is administered by the Company's Board of
Directors (or a stock option committee consisting of three
members of the Board) which has the authority to determine the
persons to whom options shall be granted, whether any particular
option shall be an Incentive Option or a Non-Qualified Option,
the number of shares to be covered by each option, the time or
times at which options will be granted or may be exercised and
the other terms and provisions of the Options.
The Board's or Committee's determination on all matters
shall be conclusive and binding on the Company and on all
Optionees and their legal representatives. In the event that
there is a Committee, the Committee's powers are subject,
however, to such resolutions as may from time to time be adopted
by the Board in exercise of the Board's final power to determine
questions of policy and expediency which arise in connection with
the Plan. The Board at any time by resolution may abolish the
committee, revest the administration of the Plan in the Board or
grant options during the existence of the Committee.
All directors of the Company hold office until the next
annual stockholders' meeting and until the election and
qualification of their successors. Although the Board of
Directors may elect to do so, it does not presently contemplate
providing periodic reports to employees as to the amount and
status of each option granted under the 1993 Plan.
Term of Plan
The Board of Directors may terminate the 1993 Plan at any
time. Termination of the Plan will not affect rights and
obligations theretofore granted and then in effect. No options
may be granted later than July 15, 2003.
Option Price and Duration of Option
The 1993 Plan also provides that the Board of Directors or
Committee shall determine the exercise price of the Common Stock
under each option. The 1993 Plan also provides that: (i) the
exercise price of Incentive Stock Options granted thereunder
shall not be less than 100% (110% if the optionee owns 10% or
more of the outstanding voting securities of the Company) of the
fair market value of such shares on the date of grant, as
determined by the Board or Committee, and (ii) no option by its
terms may be exercised more than ten years (five years in the
case of an Incentive Stock Option, where the optionee owns 10% or
more of the outstanding voting securities of the Company) after
the date of grant. Any options which are canceled or not
exercised within the option period become available for future
grants.
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Exercise of Options
An Option granted under the Plan shall be exercisable at
such time or times, whether or not in installments, as the Board
or Committee shall prescribe at the time the Option is granted.
An Option which has become exercisable may be exercised in
accordance with its terms as to any or all full shares
purchasable under the provisions of the Option, but not at any
time as to less than 100 shares unless the remaining shares which
have become so purchasable are less than 100 shares. The
purchase price of the shares shall be paid in full, together with
any applicable federal income tax and other withholding amounts
upon the exercise of the Option, and the Company shall not be
required to deliver certificates for such shares until such
payments have been made. An Incentive Stock Option may not be
exercised at any time unless the holder thereof is then an
employee of the Company or any subsidiaries and shall have been
continuously employed by the Company or any subsidiaries since
the date of grant to the date of exercise of the Option.
Accordingly, Incentive Stock Options terminate upon termination
of the Optionee's employment with the Company for any reason
whatsoever and may only be exercised by the Optionee and not by
his heirs or distributees. In the case of Non-Qualified Stock
Options, the Board or Directors or Committee thereof shall
determine any applicable termination provisions at the time of
grant.
An option shall be exercised by written notice of such
exercise, in the form prescribed by the Board or Directors to the
Secretary of the Company, at its principal office or such other
place as designated by the Board of Directors. The notice shall
specify the address to which the certificates are to be mailed,
the optionees' social security number and the number of shares
for which the option is being exercised and shall be accompanied
by payment in full of the purchase price of such shares. Any
required federal income tax or other withholding amount shall
also be paid (in full) by the optionee to the Company at the time
of such exercise. Although the Board of Directors or Committee
may elect to do so, it does not presently contemplate permitting
payments of the purchase price to be made by payroll deductions
or other installment payments. No shares shall be delivered upon
exercise of any option until all laws, rules and regulations
which the Board of Directors or Committee may deem applicable
have been complied with.
Transferability
All Incentive Stock Options are non-transferable. All Non-
Qualified Stock Options are non-transferable except by will or
the laws of descent and distribution.
No Rights as Shareholder
The holder of an option granted under the 1993 Plan shall
have none of the rights of a shareholder with respect to the
shares covered by the option until certificates representing
shares purchased upon exercise of the option have been issued.
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Adjustments
The aggregate number and class of shares as to which Options
may be granted under the Plan, the number and class of shares
covered by each outstanding Option and the price per share
thereof (but not the total price), and each such Option, shall
all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Company
resulting from a split-up or consolidation of shares or any like
capital adjustment, or the payment of any stock dividends, or any
other increase or decrease in the number of issued shares of
Common Stock of the Company without receipt of consideration by
the Company.
Subject to any required action by the stockholders, if the
Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall be adjusted so
as to pertain and apply to the securities to which the holder of
the number of shares of Common Stock of the Company subject to
the Option would have been entitled.
Tax Consequences
Incentive stock options granted under the 1993 Plan are
designed to qualify for the special tax treatment for incentive
stock options provided for in the Internal Revenue Code (the
"Code"). Under the provisions of the Code, an optionee who at
all times from the date of grant until three months before the
date of exercise is an employee of the Company, and who holds the
shares of Common Stock obtained upon exercise of his incentive
stock option for two years after the date of grant and one year
after exercise, will recognize no taxable income on either the
grant or exercise of such option and will recognize capital gain
or loss on the sale of the shares. If such shares are held by
the optionee for the required holding period, the Company will
not be entitled to any tax deduction with respect to the grant or
exercise of the option. If such shares are sold by the optionee
prior to the expiration of the holding periods described above,
the optionee will recognize ordinary income upon such
disposition. Upon the exercise of an incentive stock option, the
optionee will incur an item of tax preference equal to the excess
of the fair market value of the shares at the time of exercise
over the exercise price, which may subject the optionee to the
alternative minimum tax.
The grant of a non-qualified option pursuant to the 1993
Plan will generally speaking result in neither taxable income to
the optionee nor a tax deduction to the Company; however, when an
optionee exercises such an option, he or she will realize, for
Federal income tax purposes, ordinary income in the amount of the
difference between the option price and the then market value of
the share, and the Company will be entitled to a corresponding
deduction. Any such ordinary income may be subject to Federal
income tax withholding at the time of such exercise and will
increase the optionee's tax basis for the purpose of computing
gain or loss on the later sale or exchange of the shares.
Officers and directors who are subject to Section 16(b) of the
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Securities Exchange Act of 1934 may be subject to different tax
consequences upon exercise of their options, unless they file an
election under Section 83(b) of the Internal Revenue Code within
30 days of such exercise.
Board Proposal
The Board of Directors adopted and approved an increase in
the number of shares under the 1993 Plan from 500,000 shares to
1,000,000 shares. The proposed amendment is to amend Section 3
of the Plan to reflect the 1,000,000 shares subject to the Plan.
The purpose of the amendment is to enable the Company to have
sufficient stock options available under the Plan to reward
officers, directors, key employees and consultants for
enhancement of stockholder value and link the interests of such
persons with the interests of the Company's stockholders.
PROPOSAL NO. 3
PROPOSAL TO RATIFY, ADOPT AND APPROVE AN
AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE ITS NAME
Management recommends that you vote in favor of this
proposal. This proposal will be decided at the Meeting
by a majority of the outstanding shares entitled to vote thereon.
The Company has grown in recent years through internal
expansion and through acquisition of businesses primarily in the
environmental engineering and consulting industry. In May 1996,
the Company purchased certain assets and assumed certain
liabilities of 3D Information Services Inc., a New Jersey based
information services company, providing technical information
system consulting services in all phases of information system
design, development, maintenance and management in client server
and mainframe based environments. As a result of this
acquisition, the Company's business operations has expanded from
the environmental consulting and engineering industry to the
information technology consulting services industry. Since the
name ATC Environmental Inc. may indicate to the public that its
business is limited to the environmental industry, the Board of
Directors of the Company believes it to be advisable and in the
best interest of the Company to change its corporate name to
"ATC MANAGEMENT SOLUTIONS INC." In this respect, the Board of
Directors approved the name change, subject to stockholder
approval. The proposal to stockholders is to amend Article I of
the Certificate of Incorporation to read as follows: "The name
of the Corporation is ATC Management Solutions Inc." In the event
that the new proposed name, ATC Management Solutions Inc, becomes
unavailable for any reason whatsoever, then it is intended that
the proxy be voted, unless such authority is withheld, in favor
of a new name as shall be designated by the Board of Directors.
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AUDITORS
The firm of Deloitte & Touche, independent certified public
accountants, is expected to be appointed to continue making the
annual audit of the financial statements of the Company for the
upcoming 1997 fiscal year. Deloitte & Touche performed the audit
services for the fiscal year ended February 29, 1996. It is not
expected that a representative of Deloitte & Touche will be
present at the Annual Meeting of Stockholders.
STOCKHOLDERS PROPOSALS FOR THE NEXT ANNUAL MEETING
No proposals by stockholders have been submitted to the
Company to be considered at the Annual Meeting of Stockholders.
All proposals by stockholders to be considered at the next Annual
Meeting of Stockholders should be submitted to the Company as
soon as practicable but no later than May 15, 1997.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of
Directors of the Company knows of no other business which will be
presented for consideration at the Annual Meeting.
AVAILABILITY OF SECURITIES AND EXCHANGE COMMISSION'S
FORM 10-K
THE COMPANY'S REPORT FOR ITS FISCAL YEAR ENDED
FEBRUARY 29, 1996, ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND EXHIBITS THERETO, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE
TO THE STOCKHOLDERS UPON WRITTEN REQUEST. SUCH MATERIAL CAN BE
OBTAINED BY WRITING TO ATC ENVIRONMENTAL INC., ATTENTION:
SHAREHOLDER RELATIONS, 104 EAST 25TH STREET, 10TH FLOOR, NEW
YORK, NY 10010.
ANNUAL REPORT TO STOCKHOLDERS
A copy of the Company's 1996 Annual Report for the fiscal
year ended February 29, 1996, accompanies this Proxy Statement.
ATC ENVIRONMENTAL INC.
Dated: September 6, 1996 Morry F. Rubin, President
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ATC ENVIRONMENTAL INC. - 1996 ANNUAL MEETING
To be held on October 8, 1996 at 10:00 A.M.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of ATC Environmental Inc., a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, dated October 20, 1996 and
hereby constitutes and appoints Morry F. Rubin and George Rubin or either
of them acting singly in the absence of the other, with a power of
substitution in either of them, the proxies of the undersigned to vote with
the same force and effect as the undersigned all shares of Common Stock of
the Company held by the undersigned at the Annual Meeting of Stockholders
of the Company to be held at The Williams Club located at 24 East 39th
Street, New York, N.Y. 10010, on October 8, 1996 at 10:00 A.M. local time
and at any adjournment or adjournments thereof, hereby revoking any proxy
or proxies heretofore given and ratifying and confirming all that said
proxies may do or cause to be done by virtue thereof with respect to the
following matters:
1. The election of the five directors nominated by the Board of
Directors.
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please for all nominees listed below,
check here [ ] check here [ ]
George Rubin Morry F. Rubin Richard L. Pruitt
Richard S. Greenberg, Esq. Julia S. Heckman
To withhold authority to vote for any individual nominee or nominees write
such nominee's or nominees' name(s) in the space provided below.)
__________________________________________________
2. To ratify, adopt and approve an amendment to the Company's 1993
Incentive and Non-Statutory Stock Option Plan to increase the number of
shares covered by the Plan to 1,000,000.
Please check one box: FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify, adopt and approve an amendment to the Company's Certificate
of Incorporation to change the name of the Company to ATC Management
Solutions Inc.
Please check one box: FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors favors a "FOR" designation for proposals 1, 2 and 3.
This proxy when properly executed will be voted as directed. If no
direction is indicated, the proxy will be voted for the election of the
five named individuals as directors and in favor of Proposal Nos. 2 and 3.
Dated ___________________________________1996
_________________________________________(L.S.)
_________________________________________(L.S.)
Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as it appears hereon. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a
corporation, it should be signed by an authorized officer and the corporate
seal affixed. No postage is required if returned in the enclosed envelope
and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
PAGE
<PAGE>
LESTER MORSE P.C.
111 Great Neck Road, Suite 420
Great Neck, NY 11021
Telephone (516) 487-1446
Telecopier (516) 487-1452
August 22, 1996
Securities & Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: ATC Environmental Inc.
File No. 1-10583
Gentlemen:
In accordance with Regulation 14a-6(a), enclosed please
find preliminary copies of the Proxy Statement and Proxy.
We understand that ATC Environmental Inc. has a credit of
$500 which will be used to offset the $125 filing fee. The
approximate mailing date for the Proxy Statement will be
September 6, 1996.
The Annual Meeting includes the election of directors,
the ratification, adoption and approval of an amendment to
the Company's 1993 Incentive and Non-Statutory Stock Option
Plan and the ratification, adoption and approval of a change
in the Company's name.
Very truly yours,
LESTER MORSE P.C.
Steven Morse
