PRELIMINARY INFORMATION STATEMENT
OP-TECH ENVIRONMENTAL SERVICES, INC.
(A DELAWARE CORPORATION)
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 26, 1997
To the Stockholders of
OP-TECH ENVIRONMENTAL SERVICES, INC.
A special meeting of the Stockholders of OP-TECH Environmental Services,
Inc. (the "Corporation") will be held at the offices of the Corporation,
6392 Deere Road, Syracuse, New York, on November 26, 1997 at 2:00p.m.,
local time, to consider and vote on
the following matters described under the corresponding numbers in the
attached Information Statement: (1) To approve an amendment to the
Corporation's Certificate of Incorporation increasing the number of
authorized shares of Common Stock from 7,500,000
to 20,000,000. (2) To transact such other business as may properly
come before the meeting or any adjournments thereof.
Stockholders of record at the close of business on November 5, 1997 are
the only stockholders entitled to notice of and to vote at the Special
Stockholders Meeting. The list of such stockholders will be available
for inspection by stockholders during the
ten (10) days prior to the meeting in accordance with Section 219 of
the Delaware General Corporation Law at the offices of the Corporation,
6392 Deere Road, Syracuse, New York 13206. Stockholders may make
arrangements for such inspection by contacting
the Secretary, Dennis Lerner, of OP-TECH Environmental Services,
Inc., 6392 Deere Road, Syracuse, New York 13206. The stock transfer
books of the Corporation will not be closed.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
By Order of the Board of Dirctors, Dennis Lerner, Secretary
OP-TECH Environmental Services, Inc.
6392 Deere Road
Syracuse, New York 13206
INFORMATION SHEET
SPECIAL MEETING OF STOCKHOLDERS
November 26, 1997
A Special Meeting of Stockholders to be held on November 26, 1997.
The Board of Directors has fixed November 5, 1997 at the close of business,
as the record date for the determination of stockholders entitled to vote
at the meeting. It is anticipated
that this Information Statement and, enclosed Notice will be mailed to
stockholders of record on or about November 15, 1997.
VOTING SECURITIES
All the voting power of the Corporation is vested in its Common Stock.
As of the close of business on June 30, 1997 4,850,058 shares of Common
Stock, par value $.01 per share, were outstanding. Each share of
Common Stock is entitled to one vote.
Set forth below is information concerning the ownership as of
June 30, 1997 of the Commmon Stock of the Corporation by persons who,
to the knowledge of the Board of Dirctors, beneficially own more than
five (5%) percent of the outstanding shares of Common Stock of the
Corporation.
Name and Address Number of Shares of Common Percentage
of Beneficial Owner Stock Benefically Owned of Class
O'Brien & Gere Ltd. 2,068,200 (2) 42.6%
5000 Brittonfield Pkwy.
East Syracuse, NY 13507
Richard L. Elander 428,608 (3) 8.9%
3613 Melvin Drive South
Baldwinsville, NY 13027
(1) Except as set forth in (2) below, the beneficial owners have sole
voting and investment power over the shares owned. (2) 1,397,059 of
these shares are pledged as collateral to OnBank & Trust Company,
Syracuse, New York to secure the Corporation's commercial Mortgage
Loan in the Principal amount of $1,150,000. For so long as these
shares are pledged to OnBank & Trust Company and the Corporation
is not in default in the payment of principal and interest on the
Commercial Mortgage Loan and Term Loan, O'Brien & Gere Limited
("Limited") shall have the right to continue to vote the pleged
shares on all matters. The pledge will terminate on December 31,
1997 or on any subsequent fiscal year, provided certain revenue,
income, and balance sheet ratios are achieved, and there are no
material adverse factors in the financial condition of the Corporation
as reasonalbly determined by OnBank & Trust Company. (3) Includes
currently exercisable options to purchase 100,000 shares. Does not
include 2,068,200 shares owned by Limited.
APPROVAL OF AMENDEMENT INCREASING AUTHORIZED COMMON STOCK
On October 13, 1997, the Board of Directors of the Corporation
unanimously voted to recommend to the stockholders that the
Corporation's Certificate of Incorporation be amended to increase
the number of authorized shares of Common Stock from 7,500,000
shares $.01 par value per share, of which on June 30, 1997 (i)
4,850,058 shares were outstanding and (ii) 502,500 shares were issuable
pursuant to options outstanding.
The authorizatio of additional shares of Common Stock is necessary
to provide shares for issuance in connection with restructuring of
the Corporation's indebtedness as described below.
On October 14, 1997, the Corporation entered into an agreement with its
two largest creditors to convert all or part of their indebtedness and
accrued interest into Common Stock of the Corporation, and to forgive
the remaining balance. O'Brien & Gere Limited, to which the Corporation
is indebted for $1,400,000 plus accrued interest, will forgive
$1,000,000 of debt and exchange the balance including accrued interest
into approximately 1,000,000 shares of Common Stock. OnBank & Trust
Co. to which the Corporation is indebted for approximately $2,800,000
plus accrued interest, will exchange the entire amount of indebtdness
for approximately 5,700,000 shares of Common Stock. The actual number
of shares will be determined on the date closing at an exchange rate
of $.50 per share. Other than as described above or as provided for
pursuant to the Corporation's stock option plan there are no existing
understandings or agreements for the issuance of any shares of
Common Stock. If the amendment is adopted by the stockholders, the
Board of Directors will have authority to issue shares of Common
Stock without the necessity of further stockholder action.
Holders of the Common Stock have no preemptive rights with respect to
any shares which may be issued in the future.
Under Delaware law, stockholders are not entitled to dissenter's
rights with respect to the proposed amendment to the Corporation's
Certificate of Incorporation.
CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS
On July 1, 1995, the Company entered into a lease agreement with
O'Brien & Gere Property Development (an affiliate) to occupy
approximately 17,000 square feet of office and garage space. The
terms of the lease extend through June 30, 1998. Total rent expenses
incurred in 1996 amounted to $89,000.
During 1996, the Company provided approximately $1,100,000 of
remediation, sub-contract support and project services to affiliated
parties.
The Company purchases technical and consulting services from affiliated
parties. The costs for these services amounted to $61,743 in 1996.
The Company has a $1,400,000 unsecured line of credit with O'Brien
& Gere Limited due on March 1, 1998. Interest payable at prime plus
2%. Interest expense amounted to $59,500 for 1996.
Steven A. Sanders, a director of the Company, is President of The Law
Offices of Steven A. Sanders, P.C. which has provided professional
services to the Company since August of 1991, and it is anticipated
that it will continue to do so.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the
meeting other than those set forth in the foregoing Notice of Annual
Meeting. If other matters properly come before the meeting, the
persons named on the accompanying form of proxy intend to vote the
shares subject to such Proxies in accordance with their best judgment.
