As filed with the Securities and Exchange Commission on July 18, 1995
Registration No. 33-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SEVENSON ENVIRONMENTAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 16-1091535
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2749 Lockport Road
Niagara Falls, New York 14302
(Address of Principal Executive Office) (Zip Code)
SEVENSON ENVIRONMENTAL SERVICES, INC. 1989 INCENTIVE STOCK PLAN
(Full title of plan)
William J. McDermott
Chief Financial Officer
Sevenson Environmental Services, Inc.
2749 Lockport Road
Niagara Falls, New York 14302
(Name and address of agent for service)
716-284-0431
(Telephone number, including area code, of agent for service)
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the filing of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Proposed Max. Proposed Max.
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered* share** price** fee
Common Stock 100,000
$.10 par value $19.25 $1,925,000 $663.80
* The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plan. Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.
** Estimated solely for the purpose of determining the registration
fee computed pursuant to Rule 457(c), based upon the average of bid and ask
prices on the NASDAQ National Market System on July 11, 1995, to the extent
the offering price is not known, as required by Rule 457.
Page 1 of 8 Pages
Exhibit Index Appears on Page 5
<PAGE>
Item 8. Exhibits
5 - Opinion of Phillips, Lytle, Hitchcock, Blaine &
Huber as to the legality of the securities
registered.
24(a)- Consent of Deloitte & Touche LLP.
24(b)- Consent of Phillips, Lytle, Hitchcock, Blaine &
Huber (included in Exhibit 5).
Pursuant to General Instruction E of Form S-8, the
contents of the Company's previous Registration Statement on Form
S-8 filed July 1, 1991, File No. 33-41522, are hereby
incorporated herein by reference.
Page 2 of 8 Pages
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all 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 Niagara Falls, State of
New York on July 18, 1995.
Sevenson Environmental
Services, Inc.
By: William J. McDermott
William J. McDermott
Chief Financial Officer
Page 3 of 8 Pages
<PAGE>
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 Title Date
President and July 18, 1995
Chief Executive
Officer (Principal
Executive Officer)
Michael A. Elia * and Director
Michael A. Elia
Vice President- July 18, 1995
Finance Secretary
and Chief Financial
Officer (Principal
Financial Officer &
Principal Accounting
William J. McDermott Officer) and Director
William J. McDermott
Joseph J. Castiglia * Director July 18, 1995
Joseph J. Castiglia
Robert S. Kelso * Director July 18, 1995
Robert S. Kelso
Arthur A. Elia * Director July 18, 1995
Arthur A. Elia
Lawrence A. Elia * Director July 18, 1995
Lawrence A. Elia
Richard A. Elia * Director July 18, 1995
Richard A. Elia
Dena M. Armstrong * Director July 18, 1995
Dena M. Armstrong
* By: William J. McDermott
William J. McDermott
Attorney-in-Fact
Page 4 of 8 Pages
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page Number
5 - Opinion of Phillips, Lytle,
Hitchcock, Blaine & Huber as
to the legality of the securities
registered.
24(a) - Consent of Deloitte & Touche LLP
24(b) - Consent of Phillips, Lytle, Hitchcock,
Blaine & Huber (included in Exhibit 5).
Page 5 of 8 Pages
<PAGE>
EXHIBIT 5
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
Page 6 of 8 Pages
<PAGE>
July 18, 1995
Sevenson Environmental Services, Inc.
2749 Lockport Road
Niagara Falls, New York 14302
Re: Sevenson Environmental Services, Inc. Registration
Statement on Form S-8
Gentlemen:
With respect to the Form S-8 Registration Statement of
the Sevenson Environmental Services, Inc. 1989 Incentive Stock
Plan (the "Plan"), covering the registration of an additional
100,000 shares of Common Stock of Sevenson Environmental
Services, Inc. (the "Company"), we have examined and are familiar
with the Company's Certificate of Incorporation, By-laws,
resolutions of its Directors and such other documents and
corporate records and proceedings relating to the organization of
the Company, proposed issuance of securities and the adoption of
the Plan by the Company. We have also examined such other
documents and proceedings that we have considered necessary for
the purpose of this opinion.
Based upon such examination, we are of the opinion
that:
1. The Company has been duly organized and is a
validly existing corporation under the laws of the
State of Delaware.
2. The additional 100,000 shares of Common Stock
which may be issued by the Company under the Plan
have been duly authorized and, when issued in
accordance with the terms of the Registration
Statement and the Plan, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
Page 7 of 8 Pages
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Sevenson Environmental Services, Inc. on Form S-8 of
our report dated February 8, 1995, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Sevenson
Environmental Services, Inc. for the year ended December 31,
1994.
Deloitte & Touche
Buffalo, New York
July 20, 1995
Page 8 of 8 Pages
<PAGE>
