As filed with the Securities and Exchange Commission on
December 23, 1998
Registration No. 33-61175
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SEVENSON ENVIRONMENTAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
New York 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 the 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)
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
See below* N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and
registration fees were paid upon filing of the original
Registration Statement.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 ("Amendment") to Registration
Statement on Form S-8 (File No. 33-61175) ("Registration
Statement") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), by
Sevenson Environmental Services, Inc., a New York corporation
("Sevenson-New York" or the "Company"), which is the successor to
Sevenson Environmental Services, Inc., a Delaware company
("Sevenson-Delaware"), following a statutory merger effective on
May 19, 1998 (the "Merger") for the purpose of changing the state
of incorporation of Sevenson-Delaware. Immediately prior to the
Merger, Sevenson-New York had no assets or liabilities other than
nominal assets and liabilities. In connection with the Merger,
Sevenson-New York succeeded by operation of law to all the assets
and all the liabilities and obligations of Sevenson-Delaware.
The Merger was approved by the shareholders of Sevenson-Delaware
at a meeting for which proxies were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934 (the "Exchange
Act").
Except as modified by the Amendment, Sevenson-New York
expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and
the Exchange Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission are incorporated by reference in this
Amendment to the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998, as amended by the Company's Amended Quarterly
Report on Form 10-Q/A filed on October 27, 1998, and
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
(c) The description of the Company's Common Stock contained
under the heading "Common Stock" in the Registration
Statement for the Company's initial public offering,
File No. 33-27287, declared effective on April 18,
1989, and the Certificate of Incorporation which was
filed as an exhibit to the Company's Amended Quarterly
Report on Form 10-Q/A filed on October 27, 1998.
In addition, all documents subsequently filed by the Company
pursuant to the Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this Amendment to the Registration
Statement and to be part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits or
eliminates the liability of directors to the fullest extent
permitted by the New York Business Corporation Law ("NYBCL").
The NYBCL provides that a director of a corporation shall not be
liable for damages to the corporation or its shareholders for any
act or omission in the performance of his duties, except to the
extent a judgment or other final adjudication adverse to him
establishes that (a) he actually received an improper benefit,
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(b) his act or omission was in bad faith or involved
intentional misconduct or a knowing violation of law,
or (c) his acts violated section 719 of the NYBCL.
The Company's by-laws provide that the Company shall
indemnify its directors and officers to the fullest extent
permitted by law. The NYBCL grants corporations broad powers to
indemnify their directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
threatened, pending or consolidated actions, suits or proceedings
to which they are parties or are threatened to be made parties by
reason of being or having been such director or officers, subject
to certain specified conditions and exclusions; give a director
or officer who successfully defends an action the right to be so
indemnified; and permits a corporation to purchase directors' and
officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any by-laws, agreement, vote of shareholders or
otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index, below.
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;
(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 (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
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amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 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 being
registered which remain unsold 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 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 of 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
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 Post-Effective
Amendment No. 1 to the 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 November 10, 1998.
SEVENSON ENVIRONMENTAL
SERVICES, INC.
By:/s/WILLIAM J. McDERMOTT
William J. McDermott
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael A. Elia
and William J. McDermott, and each of them, his or her
attorneys-in-fact, with full power of substitution, for him or
her in any and all capacities, to sign this Post-Effective
Amendment No. 1 and any and all subsequent amendments to the
Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his or her
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
/s/MICHAEL A. ELIA President, Chief November 10, 1998
Michael A. Elia Executive Officer
Director (Principal Executive
Officer) and Director
/s/WILLIAM J. McDERMOTT Vice President-Finance, November 10, 1998
William J. McDermott Secretary and Chief
Financial Officer
(Principal Financial
Officer & Principal
Accounting Officer)
and Director
/s/JOSEPH J. CASTIGLIA Director November 10, 1998
Joseph J. Castiglia
/s/ROBERT S. KELSO Director November 10, 1998
Robert S. Kelso
/s/ARTHUR A. ELIA Director November 10, 1998
Arthur A. Elia
/s/LAWRENCE A. ELIA Director November 10, 1998
Lawrence A. Elia
/s/RICHARD A. ELIA Director November 10, 1998
Richard A. Elia
/s/DENA M. ARMSTRONG Director November 10, 1998
Dena M. Armstrong
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INDEX TO EXHIBITS
Sequential
Exhibit Page Number
5 - Opinion of Phillips, Lytle, 10
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
23(b) - Consent of Phillips, Lytle, 10
Hitchcock, Blaine & Huber LLP (included
in Exhibit 5).
23(a) - Consent of Deloitte & Touche LLP,
Independent Public Accountants 12
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EXHIBITS 5 AND 23(b)
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
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December 10, 1998
Sevenson Environmental Services, Inc.
2749 Lockport Road
Niagara Falls, New York 14302
Re: Sevenson Environmental Services, Inc. -
Post-Effective Amendment No. 1 to Registration
Statement on Form S-8
Gentlemen:
We have examined the Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Sevenson Environmental Services, Inc.
(the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, of shares of the Company's Common Stock, $.01
par value ("Shares"), reserved for issuance pursuant to the
Company's 1989 Incentive Stock Plan (the "Plan"), which Shares
were registered by Sevenson Environmental Services, Inc., a
Delaware corporation, prior to its reincorporation into New York.
We also have examined such other documents that we have
considered necessary for the purpose of this opinion.
Based on such examinations, we are of the opinion that
the Shares which may be issued by the Company have been duly
authorized and, when issued in accordance with 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 LLP
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EXHIBIT 23(a)
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT PUBLIC ACCOUNTANTS
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DELOITTE &
TOUCHE
____________ ________________________________________________
(LOGO) Deloitte & Touche LLP Telephone: (716) 843-7200
Suite 250 Facsimile: (716) 856-7760
Key Bank Tower
50 Fountain Plaza
Buffalo, New York 14202
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 to Registration Statement No. 33-61175
of Sevenson Environmental Services, Inc. on Form S-8 of our
report dated February 6, 1998, appearing and incorporated by
reference in the Annual Report on Form 10-K of Sevenson
Environmental Services, Inc. for the year ended December 31,
1997.
/s/ Deloitte & Touche LLP
December 10, 1998
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