<PAGE>
As filed with the Securities and Exchange Commission on June 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Shares to be Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 5,339,056 $3.3125 $17,685,623 $6,098
value
================================================================================
</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 JUNE 27, 1996
PROSPECTUS
----------
5,339,056 Shares
ENVIROGEN, INC.
Common Stock
This Prospectus relates to 5,339,056 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, except for the receipt of the exercise price upon exercise of
warrants held by certain Selling Securityholders. 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 $25,000.
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 June 26, 1996 was $3.3125 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.
----------------------
July , 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.
-2-
<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 Report on Form 10-Q for the quarter ended March
31, 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 through
at least 1996. The Company has derived limited revenues to date from the use or
sale of its biological degradation systems and had an accumulated deficit of
$19,960,296 at March 31, 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.
-5-
<PAGE>
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 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 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 or that the dollar amount of covered
liabilities will not exceed policy limits. The Company does not have any
product liability insurance. Environmental impairment and product liability
insurance may not be available to the Company on economical terms, if at all,
which may adversely affect its ability to market its products and services.
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. The Company is currently in discussions with its insurance carrier and
certain third parties involved in the project to determine which of such
entities, if any, will bear the responsibility for the cost of restarting the
system.
Control by Officers and Directors and Their Affiliates. The Company's
officers and directors and their affiliates beneficially owned approximately 33%
of the Company's Common Stock as of May 31, 1996 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 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.
-6-
<PAGE>
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. Of the 12,853,240 shares of the Company's Common Stock outstanding
at May 31, 1996, approximately 7,539,000 shares (excluding the Shares offered
hereby) have been registered under the Securities Act or are eligible for resale
under Rule 144 under the Securities Act or otherwise. Certain of the Company's
securityholders have registration rights for substantially all of the other
outstanding shares of the Company's Common Stock, as well as approximately
511,000 additional shares issuable upon exercise of warrants. The Company has
outstanding options and warrants to purchase approximately 2,974,000 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. Any proceeds from
the exercise of warrants held by certain Selling Securityholders, to the extent
that such warrants are exercised, will be utilized by the Company for general
corporate purposes.
-7-
<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 Number of
Owned at Number of Shares Owned
Commencement Shares Being After
Selling Securityholders of Offering Offered Offering
- ----------------------------- ----------------- -------------- -------------
<S> <C> <C> <C>
ETG Environmental, Inc....... 155,556 155,556(1) -0-
Allen & Company
Incorporated................ 2,674,233(2) 1,508,900(2) 1,165,333
Barry Bergman................ 110,000 110,000 -0-
Martin A. Chooljian.......... 80,000 80,000 -0-
Cook & Cie, S.A.............. 270,000 270,000 -0-
The Cornerhouse Limited
Partnership................. 80,000 80,000 -0-
James A. Courter............. 86,500(3) 80,000 6,500(3)
Jordan S. Davis.............. 35,112(4) 27,612(4) 7,500
Harcharan S. Gill............ 146,000(5) 80,000 66,000(5)
Robert F. Hendrickson........ 135,000(6) 80,000 55,000(6)
Michael G. Jesselson
12/18/80 Trust.............. 270,000 270,000 -0-
Robert F. Johnston........... 385,000(7) 160,000 225,000(7)
Robert C. Miller............. 160,210(8) 152,400(8) 7,810
Seymour L. Meisel............ 128,500(9) 100,000 28,500(9)
John Simon................... 254,323(10) 58,700(10) 195,623
Allen Organ Company.......... 40,000 40,000 -0-
Alton Associates............. 80,000 80,000 -0-
Bankers Insurance Co......... 50,000 50,000 -0-
Bulldog Capital Partners
L.P......................... 250,000 250,000 -0-
Cadigan Corp................. 6,000 6,000 -0-
Campbell Investment Co....... 12,000 12,000 -0-
Chang Jen Huang.............. 20,000 20,000 -0-
Clarion Capital Corp......... 150,000 150,000 -0-
Clarion Partners L.P......... 100,000 100,000 -0-
Daniel Products Profit
Sharing Trust............... 38,200 19,000 19,200
Everglades Partners, L.P..... 150,000 150,000 -0-
Fairview Maintenance &
Preservation Fund.......... 100,000 80,000 20,000
Focus Limited Partners....... 20,000 20,000 -0-
Richard Goldstein............ 80,000 80,000 -0-
Samuel D. & Sylvia C. Hale... 15,000 15,000 -0-
Hawthrone Capital
Corporation-Defined Benefit
Plan 12/8/92................ 40,000 40,000 -0-
Hofung Holdings Limited...... 80,000 80,000 -0-
Victor Lee................... 105,000 105,000 -0-
Anthony Ng................... 80,000 80,000 -0-
Oak Hall Investors, L.P...... 100,000 100,000 -0-
Rio Petrol, Inc.............. 26,000 26,000 -0-
Seedling Fund, L.P........... 50,000 50,000 -0-
Tan Eng-Soon................. 80,000 80,000 -0-
Tung Tai Finance, Ltd........ 80,000 80,000 -0-
William J. vanden Heuvel
Self-Employed
Retirement Plan............ 25,000 25,000 -0-
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of
Owned at Number of Shares Owned
Commencement Shares Being After
Selling Securityholders of Offering Offered Offering
- --------------------------- ----------------- -------------- -------------
<S> <C> <C> <C>
Veron International Limited 80,000 80,000 -0-
Edward and Rosalie Vogrins. 17,000 16,000 1,000
Robert R. Walker........... 6,000 6,000 -0-
Robert S.C. Wang........... 70,000 70,000 -0-
NG Kai-Man William......... 20,000 20,000 -0-
Peter Yuan Lie Ming........ 20,000 20,000 -0-
John Benesch............... 1,000(11) 1,000(11) -0-
Biotechnology Investment 122,817(12) 122,817(12) -0-
Group, L.L.C..............
Judson Cooper.............. 7,612(11) 7,612(11) -0-
D.H. Blair & Co., Inc...... 3,600(11) 3,600(11) -0-
Gaines, Berland Inc........ 3,600(11) 3,600(11) -0-
GKN Securities Corp........ 1,440(11) 1,440(11) -0-
Robert Gladstone........... 720(11) 720(11) -0-
Roger Gladstone............ 720(11) 720(11) -0-
Greenway Capital Corp...... 3,150(11) 3,150(11) -0-
David Kaufman.............. 4,875(11) 4,875(11) -0-
David Nussbaum............. 720(11) 720(11) -0-
Stephen L. Ross............ 10,484(11) 10,484(11) -0-
Joshua Schein.............. 7,263(11) 7,263(11) -0-
Richard B. Stone........... 16,500(13) 1,500(13) 15,000
Lawrence Zaslow............ 4,387(11) 4,387(11) -0-
Richard C. Crowell......... 250(14) 250(14) -0-
John S. Morley............. 300(14) 300(14) -0-
Paul Rhuda................. 500(14) 500(14) -0-
Steven M. Rosenstock....... 250(14) 250(14) -0-
Paul E. Tryder............. 700(14) 700(14) -0-
- ------------------
</TABLE>
(1) ETG Environmental, Inc. has agreed with the Company that it will not sell,
publicly or otherwise, individually or in the aggregate with Charter
Technologies Limited Liability Company, more than 8,333 shares of Common
Stock of the Company per week.
(2) Includes 218,900 shares that are issuable upon exercise of outstanding
warrants and that are being offered hereby, and an additional 344,297
shares issuable upon exercise of other outstanding warrants. Allen &
Company Incorporated is a principal stockholder of the Company and acted as
the placement agent in connection with the private placements of the
Company's Series C Preferred Stock and Common Stock in April 1995 and May
1996, respectively. John Simon, a Managing Director of Allen & Company
Incorporated, was a director of the Company from April 1990 to June 1994,
and Robert C. Miller, a Vice President and Director of Allen & Company
Incorporated, has been a director of the Company since June 1994.
(3) Includes 6,500 shares issuable upon exercise of the vested portion of
outstanding options. Mr. Courter has been a director of the Company since
July 1994.
(4) Includes 7,612 shares issuable upon exercise of outstanding warrants. Such
warrants have an exercise price of $3.50 per share and expire on September
9, 1996.
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<PAGE>
(5) Includes 36,000 shares issuable upon exercise of the vested portion of
outstanding options. Dr. Gill has been a director, President and Chief
Executive Officer of the Company since August 1994.
(6) Includes 25,000 shares issuable upon exercise of the vested portion of
outstanding options. Mr. Hendrickson has been a director of the Company
since March 1992 and Chairman of the Board since March 1994. Mr.
Hendrickson also served as President and Chief Executive Officer of the
Company on an interim basis from March 1, 1994 to August 1, 1994.
(7) Includes 5,000 shares issuable upon exercise of outstanding warrants. Mr.
Johnston is a founder of the Company and has been a director since its
incorporation in June 1988. Mr. Johnston served as Chairman of the Board
of the Company from March 1992 to March 1994.
(8) Includes 52,400 shares that are issuable upon exercise of outstanding
warrants and that are being offered hereby, and an additional 3,000 shares
issuable upon exercise of other outstanding warrants. Mr. Miller has been
a director of the Company since June 1994 and is a Vice President and
Director of Allen & Company Incorporated.
(9) Includes 16,500 shares issuable upon exercise of the vested portion of
outstanding options. Dr. Meisel has been a director of the Company since
January 1992.
(10) Includes 18,700 shares that are issuable upon exercise of outstanding
warrants and that are being offered hereby, and an additional 36,520 shares
issuable upon exercise of other outstanding warrants. Mr. Simon was a
director of the Company from April 1990 to June 1994 and is a Managing
Director of Allen & Company Incorporated.
(11) Consists of shares issuable upon exercise of outstanding warrants at an
exercise price of $3.50 per share. Such warrants expire on September 9,
1996.
(12) Consists of shares issuable upon exercise of outstanding warrants at an
exercise price of $3.50 per share. Such warrants expire on September 25,
1996, except for warrants to purchase 47,067 shares that expire on
September 9, 1996. Jeffrey J. Collinson, the President of the managing
member of Biotechnology Investment Group, L.L.C., was a director of the
Company from April 1990 to May 1996.
(13) Includes 1,500 shares issuable upon exercise of outstanding warrants at an
exercise price of $3.50 per share. Such warrants expire on September 9,
1996.
(14) Consists of shares issuable upon exercise of outstanding warrants at an
exercise price of $7.00 per share. Such warrants expire on October 31,
1996.
-10-
<PAGE>
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, including those of the State of Florida,
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.
Pursuant to prior agreements entered into with the Selling Securityholders,
the Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Shares to the public, other than
commissions and discounts of dealers or agents.
ETG Environmental, Inc. has agreed with the Company that it will not sell,
publicly or otherwise, individually or in the aggregate with Charter
Technologies Limited Liability Company, more than 8,333 shares of Common Stock
of the Company per week.
-11-
<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.
-12-
<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.
Securities and Exchange Commission Registration Fee... $ 6,098
Accounting Fees and Expenses.......................... 5,000
Legal Fees and Expenses............................... 12,000
Miscellaneous Expenses................................ 1,902
-----------
Total............................................ $ 25,000
===========
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 Reliance National 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 June 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 June 27, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Harcharan S. Gill President, Chief Executive Officer
- -------------------------- and Director (Principal Executive
Harcharan S. Gill Officer)
/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
</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
June 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, as amended (the
"Registration Statement"), under the Securities Act of 1933, as amended,
relating to the public offering of 4,865,556 shares (the "Outstanding Shares")
of the Company's common stock, par value $.01 per share ("Common Stock"), plus
up to an additional 473,500 shares of Common Stock (the "Warrant Shares")
issuable upon exercise of outstanding warrants of the Company (the "Warrants"),
to be sold by the Selling Securityholders as provided in the Registration
Statement (the Outstanding Shares and the Warrant Shares being collectively
referred to herein as the "Offered 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 Offered 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.
<PAGE>
Envirogen, Inc.
June 27, 1996
Page 7
On the basis of the foregoing, we are of the opinion that the Outstanding
Shares have been validly issued and are fully paid and non-assessable by the
Company and the Warrant Shares have been duly and validly authorized for
issuance and, when issued and delivered upon exercise of the Warrants in
exchange for payment therefor, will be validly issued, 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
June 27, 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
June 27, 1996
<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 April, 1995.
/s/ James A. Courter
--------------------------
James A. Courter
<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
16th day of April, 1995.
/s/ Robert F.Hendrickson
---------------------------------
Robert F.Hendrickson
<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 April, 1995.
/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 April, 1995.
/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
18th day of April, 1995.
/s/ Robert C. Miller
-----------------------------
Robert C. Miller
