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As filed with the Securities and Exchange Commission on June 13, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIROGEN, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2899415
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
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(Address of principal executive offices) (Zip Code)
2000 Incentive Stock Option and Non-Qualified Stock Option Plan
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(Full title of the plan)
Robert S. Hillas, President
Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
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(Name and address of agent for service)
(609) 936-9300
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(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
John E. Stoddard III, Esq.
Drinker Biddle & Shanley LLP
(A Pennsylvania Limited Liability Partnership)
105 College Road East
Suite 300
Post Office Box 627
Princeton, New Jersey 08542-0627
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum
maximum aggregate
offering price offering Amount of
Title of Securities to be registered Amount to be registered (1) per share (2) price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 350,000 shares $2.563 $897,050.00 $236.82
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional securities as may be offered
as a result of share splits, share dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h) based upon $2.563, the average of
the highest and lowest prices for the common stock as reported on the
NASDAQ SmallCap Market on June 8, 2000.
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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
"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,
1999;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000; and
(c) the description of the Company's common stock (the "Common Stock")
contained in the Company's Registration Statement on Form 8-A dated July 13,
1992, 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.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. 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
& Shanley LLP. Drinker Biddle & Shanley LLP is counsel to the Company and
assisted the Company in the preparation of this Registration Statement.
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
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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.
5 Opinion of Drinker Biddle & Shanley LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Drinker Biddle & Shanley LLP
(included in the opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (see Signature Page)
Item 9. Undertakings
1. The undersigned registrant hereby undertakes as follows:
(a) 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;
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provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) above do not apply
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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.
(b) 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.
(c) 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. 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. 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.
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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 duly
authorized, in Lawrenceville, New Jersey, on June 13, 2000.
ENVIROGEN, INC.
By:/s/ Robert S. Hillas
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Robert S. Hillas
President and Chief Executive Officer
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 13, 2000.
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.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Robert S. Hillas President, Chief Executive Officer and Chairman of the
---------------------------- Board (Principal Executive Officer)
Robert S. Hillas
/s/ Mark J. Maten Vice President, Finance and Chief Financial Officer
---------------------------- (Principal Financial and Accounting Officer)
Mark J. Maten
/s/ Robert F. Hendrickson Director
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Robert F. Hendrickson
/s/ Robert F. Johnston Director
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Robert F. Johnston
/s/ Robert C. Miller Director
----------------------------
Robert C. Miller
/s/ Peter J. Neff Director
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Peter J. Neff
/s/ William C. Smith Director
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William C. Smith
</TABLE>
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EXHIBIT INDEX
5 Opinion of Drinker Biddle & Shanley LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Drinker Biddle & Shanley LLP
(included in the opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (see Signature Page)
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