<PAGE>
As filed with the Securities and Exchange Commission on July 8, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIROGEN, INC.
---------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2899415
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Deferred Fee Plan for Non-Employee Directors of Envirogen, Inc.
---------------------------------------------------------------
(Full title of the plan)
Robert S. Hillas, President
Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
---------------------------------------
(Name and address of agent for service)
(609) 936-9300
------------------
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
John E. Stoddard III, Esq.
Drinker Biddle & Reath LLP
(A Pennsylvania Limited Liability Partnership)
105 College Road East
Post Office Box 627
Princeton, New Jersey 08542-0627
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Proposed
maximum Maximum
offering price aggregate price Amount of
Title of Securities to be registered Amount to be registered (1) per share (2) offering (2) registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 200,000 shares $ 1.3125 $ 262,500 $ 73.00
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Deferred Fee Plan for Non-Employee Directors of Envirogen,
Inc. in connection with share splits, share dividends or similar
transactions.
(2) Calculated pursuant to Rule 457(h) based upon $1.3125, the average of
the highest and lowest prices for the common stock as reported on the
SmallCap Market on July 2, 1999.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Envirogen, Inc.
(the "Registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) the Company's Current Report on Form 8-K dated March 31,
1999, as amended by the Company's Current Report on Form 8-K/A dated March 31,
1999 and filed with the Commission on April 12, 1999;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999; and
(d) the description of the Company's common stock (the "Common
Stock") contained in the Company's Registration Statement on Form 8-A dated
April 29, 1987, including any amendments or reports filed for the purpose of
updating such description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein by reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Morgan R. Jones, the Secretary of the Company, is a partner in
Drinker Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the Company
and assisted the Company in the preparation of this Registration Statement.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in general, that a corporation incorporated
under the laws of the State of Delaware, such as the Company, may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. In the case of an action by or in the right
of the corporation, a Delaware corporation may indemnify any such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court determines such person is fairly
and reasonably entitled to indemnity for such expenses.
The Company's Amended and Restated Certificate of Incorporation
limits the liability of the Company's directors to the Company or its
stockholders to the fullest extent permitted under the DGCL. The Company's By-
laws, as amended, provide for indemnification of the Company's officers and
directors to the fullest extent permitted under the DGCL. The Company also has
directors and officers liability insurance coverage. Reference is made to Item 9
of this Registration Statement for additional information regarding
indemnification of directors and officers.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant
to this Registration Statement.
Item 8. Exhibits.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP
Exhibit 23.2 Consent of Drinker Biddle & Reath LLP (Included in the
opinion filed as Exhibit 5 hereto)
Exhibit 24 Powers of Attorney (See Signature Page)
Item 9. Undertakings
1. Undertakings Required by Regulation S-K Item 512(a)
---------------------------------------------------
The undersigned Registrant hereby undertakes as follows:
-4-
<PAGE>
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of the securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the change in volume and price represents no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if 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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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.
2. Undertakings Required by Regulation S-K Item 512(b).
---------------------------------------------------
The undersigned 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 Securities
Exchange Act of 1934(and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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.
3. Undertakings Required by Regulation S-K Item 512(h).
---------------------------------------------------
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.
-5-
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duty
authorized, in the City of Lawrenceville, State of New Jersey, on July 7, 1999.
ENVIROGEN, INC.
By: /s/ Robert S. Hillas
---------------------------
Robert S. Hillas
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert S. Hillas and Mark J.
Maten, and each of them singly, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or his or her substitute or substitutes or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated, on July 7, 1999.
Signature Title
- -------------------------------------------------------------------------------
/s/ Robert S. Hillas Chairman of the Board, President, Chief Executive
- ------------------------- Officer and Director (Principal Executive Officer)
Robert S. Hillas
/s/ Mark J. Maten Vice President of Finance and Chief Financial
- --------------------- Officer (Principal Financial and Accounting
Mark J. Maten Officer)
/s/ Robert F. Hendrickson Director
- -------------------------
Robert F. Hendrickson
/s/ Robert F. Johnston Director
- -------------------------
Robert F. Johnston
/s/ Nicholas J. Lowcock Director
- -------------------------
Nicholas J. Lowcock
/s/ Robert C. Miller Director
- -------------------------
Robert C. Miller
/s/ Peter J. Neff Director
- -------------------------
Peter J. Neff
/s/ William C. Smith Director
- -------------------------
William C. Smith
-6-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Drinker Biddle & Reath LLP
(Included in the opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (See Signature Page)
<PAGE>
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
Suite 300
105 College Road East
P.O. Box 627
Princeton, New Jersey 08542-0627
Telephone: (609) 716-6500
Fax: (609) 799-7000
PARTNER RESPONSIBLE FOR NEW JERSEY PRACTICE
SAMUEL W. LAMBERT, III
July 7, 1999
Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, NJ 08648
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 the Company's Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 200,000 shares of Common Stock of the Company, par value
$0.01 per share (the "Shares"), issuable under the Deferred Fee Plan for Non-
Employee Directors of Envirogen, Inc. (the "Plan").
In that capacity, 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, each as amended through the date hereof, the
Plan, 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. The opinions expressed herein are based
exclusively on the General Corporation Law of the State of Delaware.
In all cases, we have assumed the legal capacity of each natural
person signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
Based upon the foregoing and in consideration of such questions of law
as we have deemed relevant, we are of the opinion that the Shares issued by the
Company under the Plan and paid for in accordance with the terms of the Plan
will be validly issued, fully paid and nonassessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Please be advised that Morgan R. Jones, the Secretary of the Company,
is a partner in Drinker Biddle & Reath LLP.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 17, 1999 relating to the
consolidated financial statements and financial statement schedule of Envirogen,
Inc., which appears in Envirogen, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 6, 1999
