<PAGE>
As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ENVIROGEN, INC.
(Exact Name of Registrant as Specified in Its Charter)
---------------
<TABLE>
<CAPTION>
Delaware 22-2899415
(State of Incorporation) (I.R.S. Employer Identification Number)
<S> <C>
Harcharan S. Gill, President
Envirogen, Inc.
4100 Quakerbridge Road 4100 Quakerbridge Road
Lawrenceville, New Jersey 08648 Lawrenceville, New Jersey 08648
(609) 936-9300 (609) 936-9300
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone
Including Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent for Service)
</TABLE>
-----------------------
Copy to:
John E. Stoddard III, Esq.
Drinker Biddle & Reath
47 Hulfish Street
Princeton, NJ 08542
(609) 497-7004
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Amount Proposed Proposed Amount of
Title of Shares to be Maximum Maximum Registration
to be Registered Registered Offering Aggregate Fee
Price Offering
Per Share Price(1)
(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 416,825 $3.50 $1,458,888 $503
================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement becomes+
+effective. This prospectus shall not constitute an offer to sell or the +
+solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any such State +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 1996
PROSPECTUS
----------
416,825 Shares
ENVIROGEN, INC.
Common Stock
This Prospectus relates to 416,825 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock"), of Envirogen, Inc. ("Envirogen"
or the "Company"). The Shares are being offered for sale pursuant to this
Prospectus, from time to time, by or for the account of the securityholders
named herein (the "Selling Securityholders"). See "Selling Securityholders." The
Company will not receive any of the proceeds of this offering. See "Use of
Proceeds."
The Selling Securityholders, either directly, through agents designated or
to be designated from time to time by them, or through underwriters or dealers,
may sell the Shares from time to time on terms to be determined by the Selling
Securityholders at the time of sale. The Selling Securityholders may also seek,
to the extent permitted by applicable laws, to sell the Shares in transactions
under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act").
All expenses of this offering, other than commissions or discounts of
broker-dealers, will be borne by the Company. It is estimated that such expenses
to be borne by the Company, including accounting and legal fees, will
approximate $5,000.
The Selling Securityholders and any broker-dealers, agents, underwriters or
dealers that participate with the Selling Securityholders in the distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Common Stock is currently traded on the Nasdaq SmallCap Market under
the symbol "ENVG." The closing sale price of the Common Stock on the Nasdaq
SmallCap Market on September 25, 1996 was $3.50 per share.
----------------------
These securities involve a high degree of risk. See "Risk Factors" beginning on
page 4 of this Prospectus for information that should be considered
by prospective purchasers.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
October , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at Seven
World Trade Center, Suite 1300, New York, New York 10048, and Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto. Statements contained in this
Prospectus or in any document incorporated by reference in this Prospectus
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance where such
contract or document has been filed as an exhibit to the Registration
Statement, or other document incorporated by reference, reference is made
to the copy of such contract or other document, each such statement being
qualified in all respects by such reference. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded, except as so modified or superseded,
shall not be deemed to constitute a part of this Prospectus.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents
filed with the Commission under the Exchange Act:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Current Reports on Form 8-K dated January 5, 1996,
February 23, 1996 and June 27, 1996;
(c) The Company's Current Report on Form 8-K/A dated April 22, 1996;
(d) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(e) The Company's Report on Form 10-C dated May 31, 1996; and
(f) The description of the Company's Shares contained in the
registration statement (File No. 0-20404) filed by the Company to register
such securities under the Exchange Act, including all amendments and
reports filed for the purpose of updating such description prior to the
termination of the Offering of the Shares hereby.
All documents and reports subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to termination of the Offering of the Shares
shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents or reports.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents incorporated herein by
reference, other than exhibits to such documents unless they are
specifically incorporated by reference into such documents. Requests for
such copies should be directed to: Investor Relations, Envirogen, Inc.,
4100 Quakerbridge Road, Lawrenceville, New Jersey 08648, telephone (609)
936-9300.
-3-
<PAGE>
RISK FACTORS
Prospective investors should consider carefully the following risk
factors relating to the business of the Company before purchasing any of
the securities offered hereby.
History of Operating Losses and Accumulated Deficit. The Company has
had net losses since its inception and expects to continue to incur losses
into 1997. The Company has derived limited revenues to date from the use
or sale of its biological degradation systems and had an accumulated
deficit of $20,970,646 at June 30, 1996. The Company expects to incur
substantial additional expenditures for the continued development of its
biological degradation systems and the commercialization of its
technologies. There can be no assurance that the Company will generate
sufficient revenues to achieve profitability.
Competition and Risk of Technological Obsolescence. The environmental
remediation industry is highly competitive and subject to rapid and
significant technological change. Others may independently develop
technologies similar or superior to those of the Company, which may result
in the Company's processes or systems becoming less competitive or
obsolete. Competition from other environmental biotechnology companies, as
well as from engineering and waste management service companies,
universities, research institutions and others, may increase as advances in
the treatment and remediation of wastes are made. Many of the Company's
competitors have substantially greater financial and marketing resources
and capabilities than Envirogen. In addition, some competitors,
particularly waste management service companies, may be able to offer a
more complete solution to a client's environmental problems than the
Company will be able to offer.
Reliance on Corporate and Governmental Relationships. The Company has
relied and will continue to rely on contracts with corporate and
governmental sponsors to fund a significant portion of its research and
development activities. No assurance can be given that funding from
research and development agreements will continue or, if continued, will be
at levels or on terms satisfactory to the Company. The elimination or
significant reduction in funding from research and development agreements
could narrow the scope of the Company's long-term research and development
efforts.
No Assurance of Additional Financing. The Company may require
additional funds to develop and commercialize certain of its technologies.
However, the Company may not be successful in raising additional funds to
meet its capital requirements or, if successful, the terms of such
arrangements may not be advantageous to the Company.
Technology Rights. The Company intends to rely primarily on
confidentiality agreements and the expertise of its scientists and
consultants to maintain the proprietary nature of its technology. Under
certain circumstances, the Company may also seek patent protection for
unique microorganisms (including genetically-modified forms) or for novel
processes which it develops that degrade hazardous wastes, although the
Company does not believe that patents are critical to the successful
development of commercially viable biodegradation systems. In general, due
to the newness and complexity of the science involved in biotechnology, the
application of the patent laws to biotechnology is presently unclear and is
undergoing a developing and evolving process. There can be no assurance
that the Company's pending patent applications will be granted or, if
granted, that their claims will be sustained if challenged. Certain
competitors of the Company have been issued patents or have filed
applications for patents or have proprietary rights to microorganisms,
systems or processes competitive with those of the Company. If patents or
proprietary technology rights are obtained by competitors, the Company may
be restricted in the utilization of certain of its microorganisms, systems
or processes. If the Company is unable to
-4-
<PAGE>
maintain the proprietary nature of its technologies, the Company's
financial condition and results of operations could be materially adversely
affected.
To date the Company's research and development agreements have not
placed significant restrictions on the Company's use of technology
developed under such agreements. In certain cases, the agreements provide
for a sharing of rights to the technology which is jointly developed by the
Company and the other party, and/or provide for the payment by the Company
of limited royalties on the use of technology developed solely by the other
party or developed jointly, and/or grant the other party a non-exclusive
license to utilize technology developed by the Company under the agreement
for its own facilities but not for other purposes (such as
commercialization through third parties). In those cases where the other
party is granted a license to use portions of the technology developed
under the agreement, the Company may lose that party as a potential
commercial customer or the scope of services the Company might otherwise
render to such customer may be limited. The Company is not able to predict
the extent to which future agreements may impose restrictions on the
Company's ability to utilize any technology developed under a particular
agreement or require the Company to pay royalties on the use of such
technology.
In addition, the Company may seek licenses to other parties'
technology in order to develop, manufacture and market certain technologies
in the future. However, the Company may not be able to obtain necessary
licenses or such licenses may not be available on commercially acceptable
terms. Even if such licenses are available, the patents or proprietary
rights underlying the licenses may prove to be invalid or unenforceable.
Governmental Regulations and Approvals. Microorganisms and systems
under development by the Company are subject to regulation by various
federal, state and local agencies. Such regulation applies to all stages
of field testing and to the manufacture and use of the Company's systems
and microorganisms. Prior to the manufacture, sale and use of certain of
its systems and microorganisms, the Company will be required to conduct
extensive toxicology and environmental testing to demonstrate safety. The
regulatory process will be costly and time consuming and could delay or
prevent research, development, production or marketing of the Company's
technologies. Failure to comply with environmental or other related laws
could result in the Company facing fines or penalties which could be
material in amount or injunctive relief which could materially adversely
affect the business of the Company. Furthermore, the Company may encounter
objections to the release of its microorganisms into the environment by
special interest groups which could deter governmental agencies from
granting the requisite approvals or doing so on a timely basis or otherwise
might adversely affect the Company's ability to field test and market its
products.
Reliance on Environmental Regulation. Federal, state and local
legislation and regulations that require substantial expenditures to meet
minimum environmental quality standards and that impose penalties for
noncompliance are and will continue to be a principal factor affecting
demand for the systems and services being developed or offered by the
Company. In addition, the level of enforcement activities by federal,
state and local environmental protection agencies will also affect demand.
To the extent that the scope or enforcement of such laws and regulations
may be eased, the business of the Company could be materially adversely
affected.
Limited Manufacturing and Marketing Capability. The Company has had
limited experience in manufacturing and marketing its biological
degradation systems. The Company does not intend to develop its own
bioreactor manufacturing capability as there are a number of independent
contractors with experience in specialty fabrication of enclosed vessels
and related controls engineering to manufacture
-5-
<PAGE>
bioreactors to the Company's specifications. The Company has begun to
build a technical sales force to market the Company's systems and services.
There can be no assurance, however, that the Company will successfully
develop manufacturing or marketing capabilities either independently or in
conjunction with third parties.
Environmental and Product Liability Risks. Product liability and
environmental impairment claims may be asserted against the Company with
respect to the testing or use of the Company's technologies. Although the
Company has a $5,000,000 contractor's pollution and product liability
insurance policy, there can be no assurance that environmental or product
liabilities that may be incurred by the Company will be covered by its
insurance, that the dollar amount of covered liabilities will not exceed
policy limits or that such insurance will continue to be available to the
Company on economical terms, if at all. Accordingly, an uninsured judgment
against the Company could have a materially adverse effect on the Company.
The Company will attempt to mitigate some of the uninsured risks by
typically not transporting or taking title to its customers' waste,
although such measures are not sufficient to avoid all potential liability.
Costs Related to System Shutdown. As a result of the Company's
experience with the destruction of hydrogen sulfide and carbon disulfide,
the Company was awarded a contract in January 1995 from the Nylonge
Corporation, a synthetic sponge manufacturer located in Ohio, to design and
install a biofiltration system to control a 30,000 cfm exhaust air flow.
Shortly after installation, however, the system suffered a shutdown in
January 1996, which the Company believes was primarily caused by a failure
of internal grating material supplied by third parties. The Company is
currently working to restart the system at an estimated cost of
approximately $400,000, although there can be no assurance that the actual
cost to restart the system will not exceed the Company's estimate. While
the ultimate responsibility for these expenses has not yet been determined,
the Company is actively pursuing reimbursement of these expenses from third
parties. However, there can be no assurance that any such recoveries will
be attained.
Control by Officers and Directors and Their Affiliates. As of the
date of this Prospectus, the Company's officers and directors and their
affiliates own approximately 32% of the outstanding shares of the Company's
Common Stock and, accordingly, may have the effective ability to control
the Company.
Dependence on Key Personnel. The Company is dependent on the efforts
of certain of its scientific staff and senior officers, including Drs. Gill
and Unterman, the loss of any one of whom could materially adversely affect
the Company's business. Although the Company to date has been able to hire
and retain qualified scientists and engineers, shortages of scientists and
engineers within certain disciplines may occur, and competition for the
services of qualified personnel may intensify. The Company may not be
successful in recruiting or retaining such personnel in the future.
Possible Acquisition of Related Businesses or Technologies. Although
the Company from time to time evaluates and investigates possible
acquisitions, through purchase, license or otherwise, of related businesses
or technologies, the Company does not have any agreement or understanding
with respect to any acquisition, nor is it currently engaged in definitive
negotiations to acquire any technologies, which would be material to its
business. There are certain risks associated with acquisitions, including,
among others, incorrectly assessing the asset quality and the extent of
possible liabilities of a particular business being acquired and
encountering greater than anticipated costs of incorporating acquired
businesses into the Company. In addition, stockholders of the Company may
also experience dilution in the event that
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<PAGE>
the Company uses its Common Stock as consideration for acquisitions or to
obtain licenses of new technologies.
Possible Volatility of Stock Price. There has been significant
volatility in the market prices of publicly traded shares of emerging
growth companies. Many factors, including, among others, announcements of
technical developments, establishment of corporate relationships,
governmental regulation, patent or proprietary rights and developments or
public concern as to safety or other implications of the biodegradation of
hazardous wastes, may have a significant impact on the market price of the
Company's securities.
Shares Eligible for Future Sale. Sales of substantial amounts of the
Company's Common Stock in the public market could have an adverse effect on
the market price of the Common Stock and may make it more difficult for the
Company to sell its equity securities in the future at times and prices
which its deems appropriate. Substantially all of the 12,869,540
outstanding shares of the Company's Common Stock have been registered under
the Securities Act or are eligible for resale under Rule 144 under the
Securities Act or otherwise. The Company also has outstanding options and
warrants to purchase approximately 2,809,000 shares of Common Stock.
Absence of Common Stock Dividends. The Company has not paid any cash
dividends on its Common Stock since its inception and does not anticipate
paying any cash dividends on its Common Stock in the foreseeable future.
THE COMPANY
Envirogen is an environmental biotechnology company combining unique
scientific, engineering and management expertise to provide innovative
solutions for treating hazardous wastes. Envirogen's strategic approach
includes isolating natural organisms, in some cases enhancing their
performance through genetic modification, and then developing engineered
systems to optimize their activity for biodegradation. The Company also
employs complementary non-biological technologies, including vapor
extraction, which may be utilized either independently or in conjunction
with the Company's biodegradation technology to provide broader solutions
to environmental problems.
Envirogen's strategy is to design systems to address the pollution
prevention and remediation needs of large companies and governmental
agencies for the treatment of currently generated hazardous wastes as well
as the remediation of contaminated sites. The Company intends to market its
systems and services as a direct contractor to generators of hazardous
wastes and as a subcontractor to engineering and consulting and remediation
firms. The Company has also begun to provide its customers with project
start-up and maintenance services and, where appropriate, systems operating
services.
Envirogen was incorporated in Delaware in June 1988. Envirogen's
principal office is located at 4100 Quakerbridge Road, Lawrenceville, New
Jersey 08648, and its telephone number is (609) 936-9300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares, which are being sold by the Selling Securityholders.
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<PAGE>
SELLING SECURITYHOLDERS
The following table lists the names of the persons whose Shares are
covered by this Prospectus (the "Selling Securityholders"), and for each,
the number of Shares beneficially owned at the commencement of the
Offering, the number of Shares being offered for sale and the number of
Shares to be beneficially owned after the Offering.
<TABLE>
<CAPTION>
Number of Shares
Owned at Number of Number of
Commencement Shares Being Shares Owned
Selling Securityholders of Offering Offered After Offering
- ----------------------- ------------ ------- --------------
<S> <C> <C> <C>
Veron International.... 288,425 208,425 80,000
Clarion Partners, L.P.. 199,200 104,200 95,000
Victor Lee............. 84,200 84,200 0
Angela Wong............ 20,000 20,000 0
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly by any
of the Selling Securityholders, or, alternatively, any of the Selling
Securityholders may from time to time offer the Shares through dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers of the Shares for whom they may act as agent. Any discounts,
commissions or concessions received by any such dealers or agents and any
profits on the sale of Shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Shares may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, at varying prices
determined at the time of sale, or at negotiated prices. Such prices will
be determined by the Selling Securityholders or by agreement between the
Selling Securityholders and/or dealers. The Shares are listed on the Nasdaq
SmallCap Market and may also be sold in transactions on the Nasdaq SmallCap
Market. In addition, the Shares may be sold, to the extent permitted, from
time to time in transactions effected in accordance with the provisions of
Rule 144 under the Securities Act.
In connection with the offer and sale of the Shares, various state
securities laws and regulations require that any such offer and sale should
be made only through the use of a broker-dealer registered as such in any
state where a Selling Securityholder engages such broker-dealer and in any
state where such broker-dealer intends to offer and sell the Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not bid for or purchase
the Shares until after such person has completed his or her participation
in such distribution, including the period of nine business days prior to
the commencement of such distribution. In addition to and without limiting
the foregoing, the Selling Securityholders and any other person
participating in such distribution will be subject to other applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation rules 10b-2, 10b-6, and 10b-7, which
provisions may affect the timing of purchases and sales of any of the
Shares by the Selling Securityholders and any such other person. All of the
foregoing may affect the marketability of the Shares and the ability of any
person or entity to engage in market making activities with respect to the
Shares.
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<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon
for the Company by Drinker Biddle & Reath, Philadelphia, Pennsylvania.
Morgan R. Jones, a partner in Drinker Biddle & Reath, is the Secretary of
the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994
and the consolidated statements of operations, changes in stockholders'
equity and cash flows of Envirogen, Inc. for each of the three years in the
period ended December 31, 1995, incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority
of that firm as experts in accounting and auditing.
The balance sheets as of December 30, 1995 and December 31, 1994 and
the statements of operations, shareholder's deficit and cash flows of MWR,
Inc. for each of the two years in the period ended December 30, 1995,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said report.
Reference is made to said report which includes an explanatory paragraph
regarding MWR, Inc.'s ability to continue as a going concern.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by the
Registrant in connection with this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee.. $ 503
Accounting Fees and Expenses......................... 1,000
Legal Fees and Expenses.............................. 3,000
Miscellaneous Expenses............................... 497
------
Total......................................... $5,000
======
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation of the Registrant provides
as follows:
A director of the Corporation shall have no personal liability to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except to the extent that Section
102(b)(7) (or any successor provision) of the Delaware General
Corporation Law, as amended from time to time, expressly provides that
the liability of a director may not be eliminated or limited.
The Registrant's By-Laws generally require the Registrant to indemnify
directors and officers to the full extent permissible under Delaware law.
The Registrant has insurance coverage with Zurich Insurance Company
that provides coverage to the Company's directors and officers in the
amount of up to $2,000,000.
Reference is also made to the last Undertaking contained in Item 17
hereof.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5 Opinion of Drinker Biddle & Reath
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Drinker Biddle & Reath (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
II-1
<PAGE>
(b) Financial Statement Schedules:
The following financial statement schedules of the Company are
incorporated by reference to the pages indicated in parentheses of the
Company's Annual Report on Form 10-K for the year ended December 31, 1995:
Report of Independent Accountants (Page 37)
Schedule II - Valuation and Qualifying Accounts (Page 36)
Schedules not filed herewith are omitted because of the absence of
conditions under which they are required.
Item 17. Undertakings.
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,
represents 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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act 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.
The undesigned 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
Exchange Act 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.
II-2
<PAGE>
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 or
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Lawrenceville, State of New
Jersey, on September 27, 1996
ENVIROGEN, INC.
By: /s/ Harcharan S. Gill
-------------------------------------
Harcharan S. Gill, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated, on September 27, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Harcharan S. Gill President, Chief Executive Officer
- ------------------------------- and Director (Principal Executive Officer)
Harcharan S. Gill
/s/ Patricia A. McQueary Controller (Principal Financial and
- ------------------------------- Accounting Officer)
Patricia A. McQueary
James A. Courter* Director
- -------------------------------
James A. Courter
Robert F. Hendrickson* Chairman of the Board and Director
- -------------------------------
Robert F. Hendrickson
Robert F. Johnston* Director
- -------------------------------
Robert F. Johnston
Seymour L. Meisel* Director
- -------------------------------
Seymour L. Meisel
Robert C. Miller* Director
- -------------------------------
Robert C. Miller
Peter J. Neff* Director
- -------------------------------
Peter J. Neff
</TABLE>
- ---------------------
*Harcharan S. Gill, pursuant to a Power of Attorney executed by each of the
directors noted above and filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement on Form S-3, by signing his name
hereto, does hereby sign and execute this Registration Statement on Form S-3 on
behalf of each of the persons noted above, in the capacities indicated, and does
hereby sign and execute this Registration Statement on Form S-3 on his own
behalf, in the capacities indicated.
/s/ Harcharan S. Gill
--------------------------------------------
Harcharan S. Gill
II-4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5 Opinion of Drinker Biddle & Reath
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Drinker Biddle & Reath (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE>
Exhibit 5
---------
DRINKER BIDDLE & REATH
47 Hulfish Street
Suite 400
Princeton, New Jersey 08542
Phone: (609) 921-6336
September 27, 1996
Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Envirogen, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933,as amended
relating to the public offering of 416,825 shares of the Company's common
stock par value $.01 per share (the "Shares").
In this connection, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate
of Incorporation and the By-laws of the Company, as amended and restated,
resolutions of the Company's Board of Directors, and such other documents
and corporate records relating to the Company and the issuance and sale of
the Shares as we have deemed appropriate. This opinion is based
exclusively on the laws of the State of New Jersey and the General
Corporation Law of the State of Delaware.
On the basis of the foregoing, we are of the opinion that the Shares
have been validly issued and are fully paid and non-assessable by the
Company.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the
Securities Act of 1933 since we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 of the rules and
regulations of the Securities and Exchange Commission.
We advise that Morgan R. Jones, Esq., a partner in our firm, is the
Secretary of the Company.
Very truly yours,
DRINKER BIDDLE & REATH
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated February 16, 1996, except for the third
paragraph of Note 1, as to which the date is March 26, 1996, on our audits
of the financial statements and financial statement schedule of Envirogen,
Inc. We also consent to the reference to our firm under the caption
"Experts".
Coopers & Lybrand L.L.P.
Princeton, New Jersey
September 23, 1996
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Envirogen, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
April 20, 1996 on MWR, Inc. included in Envirogen, Inc.'s previously filed
Form 8-K/A Amendment No. 1 dated April 22, 1996 and to all references to
our Firm included in this Registration Statement on Form S-3.
Arthur Andersen LLP
Philadelphia, Pennsylvania
September 23, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ Peter J. Neff
---------------------------
Peter J. Neff
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ Robert C. Miller
----------------------------
Robert C. Miller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ Seymour L. Meisel
------------------------------
Seymour L. Meisel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ Robert F. Johnston
-------------------------------
Robert F. Johnston
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ Robert F. Hendrickson
---------------------------
Robert F. Hendrickson
<PAGE>
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Harcharan S. Gill and Patricia A. McQueary, or
either of them acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Envirogen, Inc., relating to the offer and sale of
shares of its Common Stock and any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of September, 1996.
/s/ James A. Courter
-------------------------------
James A. Courter
