<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
REGISTRATION STATEMENT NO. 33- _________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0391175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 WEST SEGERSTROM AVENUE
SANTA ANA, CALIFORNIA 92704
(Address of Principal Executive Offices) (Zip Code)
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)
ROGER M. BARZUN
SECRETARY
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
(Name and address of agent for service)
(508) 287-4275
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 2,647,350 $0.8125 $2,150,972 $651.81
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, split-up of shares,
recapitalization or other similar change in the Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) on the basis of the last sale price of the
Common Stock as reported on the New York Stock Exchange on
October 27, 1997.
Page (1) of (7)
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to1,764,900 shares of Common
Stock, $.01 par value, of Wahlco Environmental Systems, Inc. (the "COMPANY")
that have been reserved for issuance pursuant to the Company's Second Amended
and Restated Stock Incentive Plan, a registration statement with respect to
which was filed with the Securities and Exchange Commission on May 20, 1993
covering the original 882,450 shares authorized for issuance under the plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
The following document is hereby incorporated by reference in this
Registration Statement:
The contents of the Company's registration statement on Form S-8,
File Number 33-62982 filed with the Securities and Exchange
Commission on May 20, 1993 except to the extent modified hereby.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Roger M. Barzun, 60 Hubbard Street,
Concord, Massachusetts 01742, who is Secretary and General Counsel of
the Company and the holder of an option to purchase 8,000 shares of
the Company's common stock under the Second Amended and Restated Stock
Incentive Plan (to which this registration statement relates).
ITEM 8. EXHIBITS
5 Opinion of Roger M. Barzun as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Roger M. Barzun (included in Exhibit 5).
24 Power of Attorney (included on Page II-2).
________________________
II-1
(2)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Santa Ana, State of California on October 23, 1997.
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
(Issuer and Employer)
By: /s/ C. Stephen Beal
-----------------------------------
C. Stephen Beal
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints C. Stephen Beal, A. Noel DeWinter, and Roger M.
Barzun jointly and severally his true and lawful attorneys-in-fact and agents
with full powers of substitution for him and in his name, place and stead 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 all
exhibits thereto and all documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or substitutes
may lawfully do or cause to be done by virtue thereof.
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.
<TABLE>
<CAPTION>
NAME TITLE/CAPACITY DATE
<S> <C> <C>
/s/ David R. A. Steadman Chairman of the October 23, 1997
- ------------------------------ Board of Directors
David R. A. Steadman
/s/ C. Stephen Beal President & Chief October 23, 1997
- ------------------------------ Executive Officer,
C. Stephen Beal Director
/s/ A. Noel DeWinter Vice President & Chief October 23, 1997
- ------------------------------ Financial Officer
A. Noel DeWinter (principal financial
and accounting officer)
/s/ Maarten D. Hemsley Director October 23, 1997
- ------------------------------
Maarten D. Hemsley
/s/ Paul H. Hunn Director October 23, 1997
- ------------------------------
Paul H. Hunn
/s/ Mark L. Plaumann Director October 23, 1997
- ------------------------------
Mark L. Plaumann
</TABLE>
II-2
(3)
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE
NUMBER NUMBER
5 Opinion of Roger M. Barzun as to the
legality of the shares being registered. (5)
23.1 Consent of Ernst & Young LLP (6)
23.2 Consent of Arthur Andersen LLP (7)
23.3 Consent of Roger M. Barzun (included in Exhibit 5). (5)
24 Power of Attorney (included on Page II-2). (3)
(4)
<PAGE>
EXHIBIT 5
ROGER M. BARZUN
ATTORNEY AT LAW
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
TELEPHONE: (508) 287-4275
FACSIMILE: (508) 287-4276
October 28, 1997
Wahlco Environmental Systems, Inc.
3600 West Segerstrom Avenue
Santa Ana, California 92704-6495
Gentlemen:
I am General Counsel of Wahlco Environmental Systems, Inc. and in that capacity,
this opinion is delivered to you in connection with the registration statement
on Form S-8 (the "REGISTRATION STATEMENT") to be filed with the Securities and
Exchange Commission on behalf of Wahlco Environmental Systems, Inc. (the
"Company"), under the Securities Act of 1933 relating to 882,450 shares of the
common stock, $0.01 par value per share (the "COMMON STOCK") of the Company
issuable under the Company's Second Amended and Restated Stock Incentive Plan
(the "PLAN").
I am familiar with the Company's Restated Certificate of Incorporation, By-Laws
and its corporate minute book as well as the Registration Statement. I have
also examined such other documents, records and certificates and made such
further investigation as I have deemed necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, I am of the opinion that the shares of
Common Stock to be sold by the Company pursuant to the Option Agreements in the
form in effect on the date hereof, when issued against receipt of the agreed
purchase price therefor and in conformity with the terms and conditions of the
Plan, will be duly authorized, validly issued, fully paid and non-assessable.
I understand that this opinion is to be used in connection with the Registration
Statement and accordingly I consent to the filing of this opinion as an exhibit
to the Registration Statement. I further consent to the reference to me in Item
5 ("Interests of Named Experts and Counsel") of Part II of the Registration
Statement.
Very truly yours,
/s/ Roger M. Barzun
(5)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wahlco Environmental Systems, Inc. of our report dated February 24,
1995 with respect to the statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 1994 and the related Financial
Statement Schedule for the year ended December 31, 1994 included in the Annual
Report on Form 10-K of Wahlco Environmental Systems, Inc. for the fiscal year
ended December 31, 1996.
/s/ Ernst & Young LLP
October 29, 1997
Orange County, California
(6)
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 7, 1997
included in the Annual Report on Form 10-K of Wahlco Environmental Systems, Inc.
for the fiscal years ended December 31, 1996 and 1995 and to all references to
our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Orange County, California
October 29, 1997
(7)
