As filed with the Securities and Exchange Commission on January 7, 1999
Registration No. 333-___
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)
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
_________________________________________________________________________
Common Stock 280,000 $ 8.79 $ 2,460,125 $ 683.92
$.01 par
value
_________________________________________________________________________
* The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plans. Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.
Page 1 of 9 Pages
Exhibit Index Appears on Page 5
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** Pursuant to Rule 457(c), estimated solely for the purpose of
determining the registration fee, as follows: (i) as to 45,200 shares now
under option on the basis of the aggregate price at which such shares may
be purchased by the optionees, and (ii) as to the remaining 234,800 shares
for which options have not yet been granted on the basis of the average of
the high and low prices of the Common Stock on the NASDAQ National Market
System on December 30, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statements dated July 1, 1991 (File No. 33-41522) and July
18, 1995 (File No. 33-61175) filed by Sevenson Environmental Services, Inc.
(the "Company") with respect to shares of its Common Stock issuable under
the Company's 1989 Incentive Stock Plan are hereby incorporated by
reference herein.
EXHIBITS
5 Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP as to
the legality of the securities registered.
23(a) Consent of Deloitte & Touche LLP, Independent Public Accounts.
23(b) Consent of Phillips, Lytle, Hitchcock, Blaine & Huber LLP as to
the legality of the securities required (included in Exhibit 5).
24 Power of Attorney (included under the caption "SIGNATURES" in
this Registration Statement).
Page 2 of 9 Pages
Exhibit Index Appears on Page 5
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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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buffalo, State of
New York on November 10, 1998.
SEVENSON ENVIRONMENTAL SERVICES, INC.
By:/s/William J. McDermott
William J. McDermott
Chief Financial Officer
Page 3 of 9 Pages
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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 any and
all amendments (including post-effective amendments) to this 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
/s/Michael E. 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
Page 4 of 9 Pages
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INDEX TO EXHIBITS
Sequential
Exhibit Page Number
5 - Opinion of Phillips, Lytle, 6
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
23(a) - Consent of Deloitte & Touche LLP, 8
Independent Public Accountants
23(b) - Consent of Phillips, Lytle, 6
Hitchcock, Blaine & Huber LLP (included
in Exhibit 5).
24 - Power of Attorney (included under the 4
caption "SIGNATURES" in this Registration
Statement).
Page 5 of 9 Pages
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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
Page 6 of 9 Pages
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November 10, 1998
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 Sevenson
Environmental Services, Inc. (the "Company"), covering the registration of
280,000 shares of Common Stock, $.01 par value ("Common Stock") of 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 New
York.
2. The 280,000 shares of Common Stock 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 LLP
Page 7 of 9 Pages
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EXHIBIT 23(a)
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT PUBLIC ACCOUNTANTS
Page 8 of 9 Pages
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Consent of Deloitte & Touche LLP
Deloitte & Touche Deloitte & Touche LLP
Suite 250
Key Bank Tower
50 Fountain Plaza
Buffalo, New York 14202
Telephone: (716) 843-7200
Facsimile: (716) 856-7760
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Sevenson Environmental Services, Inc. on Form S-8 of our report dated
February 6, 1998, 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, 1997.
/s/Deloitte & Touche LLP
December 10, 1998
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