As Filed With the Securities and Exchange Commission on July 11, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Eco Corporation
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(Exact name of registrant as specified in its charter)
Ontario, Canada
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(State or other jurisdiction of incorporation or organization)
52-1742490
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(I.R.S. employer identification no.)
11011 Jones Road
Houston, Texas 77070
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(Address of principal executive offices) (Zip code)
1995 Share Option Plan
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(Full title of the plans)
Michael E. McGinnis, President
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
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(Name and address of agent for service)
(281) 774-7000
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 West 57th Street
New York, NY 10019
(212) 603-6780
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
PROPOSED TITLE MAXIMUM MAXIMUM
OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
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Common Shares (3) 1,090,087 $8.00 $8,720,696 $2,642.64
no par value
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Common Shares (4) 16,300 $1.82 $29,666 $8.99
no par value
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Common Shares (4) 492,500 $1.86 $916,050 $277.59
no par value
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Common Shares (4) 27,500 $2.18 $59,950 $18.17
no par value
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Common Shares (4) 20,000 $3.53 $70,600 $21.39
no par value
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Common Shares (4) 90,000 $3.35 $301,500 $91.36
no par value
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<PAGE>
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Common Shares (4) 156,313 $6.00 $937,878 $284.21
no par value
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Common Shares (4) 84,000 $3.57 $299,880 $90.87
no par value
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Common Shares (4) 20,000 $6.73 $134,600 $40.79
no par value
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Common Shares (4) 50,000 $10.12 $506,000 $153.33
no par value
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Common Shares (4) 15,000 $7.35 $110,250 $33.41
no par value
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Common Shares (4) 25,000 $7.72 $193,000 $58.48
no par value
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Common Shares (4) 20,000 $6.64 $132,800 $40.24
no par value
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Common Shares (4) 750,000 $6.92 $5,190,000 $1,572.73
no par value
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Common Shares (4) 100,000 $7.83 $783,000 $237.27
no par value
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Total 2,956,700 - $18,385,870 $5,571.48
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(1) In addition, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended, this Registration
Statement also covers any additional securities to be
offered or issued in connection with a stock split,
stock dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the
registration fee in accordance with Rule 457(h) under
the Securities Act of 1933, as amended.
(3) Represents shares issuable upon exercise of options to
be granted under the 1995 Share Option Plan.
(4) Represents shares issuable upon exercise of options
granted under the 1995 Option Plan.
II-2
<PAGE>
AMERICAN ECO CORPORATION
1995 SHARE OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
into this Registration Statement, and all documents subsequently
filed by American Eco Corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing such documents:
(a) The Annual Report of the Registrant on Form 10-K for
the fiscal year ended November 30, 1996 (Commission
File No. 001-10621);
(b) The Quarterly Report of the Registrant on Form 10-Q for
the fiscal quarter ended February 28, 1997 (Commission
File No. 001-10621);
(c) The Current Report of the Registrant on Form 8-K for an
event of March 4, 1997 filed on June 3, 1997
(Commission File No. 001-10621);
(d) The Reports of Foreign Issuer of the Registrant on Form
6-K filed on March 1, 1997, February 1, 1997, January
31, 1997 and December 31, 1996 (Commission File No.
001-10621);
(e) The Proxy Statement on Schedule 14A, dated April 3,
1997 (Commission File No. 001-10621); and
(f) The description of the Common Shares of the Registrant
contained in the Registration Statement on Form 8-A of
the Registrant, filed with the Commission on November
6, 1995 (Commission File No. 001-10621).
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein modifies or replaces such statement.
Any such statement shall not be deemed to constitute a part of
this Registration Statement except as so modified or replaced.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 136 of the Ontario Business Corporation Act (the
"Corporations Act") provides that a corporation may indemnify a
director or officer or a former director or officer of that
corporation or an entity he served at the request of his
corporation, and his heirs and personal representatives, against
all costs, charges and expenses, including amounts paid to settle
actions or satisfy judgments reasonably incurred by him, in a civil,
criminal or administrative action or proceeding to which the person
was made a party by reason of being or having been a director or
officer, so long as (1) the person acted honestly and in good faith
with a view to the best interests of the corporation, and (2) in the
case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the person had reasonable grounds
for believing that his conduct was lawful. With respect to an
action brought by or on behalf of the corporation, the
corporation, with court approval, may indemnify the director or
officer if he fulfilled the conditions in clauses (1) and (2)
above.
Section 6.02 of the By-laws of the Registrant provides that
subject to the limitations in the Corporations Act, every officer
and director of the Company and every other person who has
undertaken or is about to undertake any liability on the Company
or one of its subsidiaries shall be indemnified from any
liability and all costs related thereto in respect of any action,
suit or proceeding that is proposed or commenced against him for
or in respect of anything done or permitted by him in respect of
the execution of the duties of his office, and all other costs
that he sustains and incurs in respect of the affairs of the
Registrant.
The Company maintains Directors and Officers Liability
insurance for claims up to $5.0 million, subject to customary
exclusions and co-insurance.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1* Opinion of Reid & Priest LLP
23.1* Consent of Karlins Fuller Arnold &
Klodosky P.C., independent public
accountants for the Registrant
23.2* Consent of McGladrey & Pullen LLP,
independent public accountants for
Chempower, Inc.
23.3* Consent of Reid & Priest LLP
(included in Exhibit 5.1)
24.1* Power of Attorney
99.1 1995 Share Option Plan (incorporated
by reference to the Proxy Statement of
the Registrant filed under cover of
Form 6-K, dated September 30, 1995)
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* Filed herewith.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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; (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, represent a fundamental
change in the information set forth in the Registration
Statement; and (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 (i) and (ii) do not apply
if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement;
(b) That, for the purpose of determining any liability
under the Securities Act, 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; and
(c) To remove from registration by means of a post-
effective amendment any of the securities that remain unsold
at the end of the offering;
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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; and
Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission, such
indemnification is against public policy as expressed in the
Securities 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 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 Securities Act
and will be governed by the final adjudication of such
issue.
II-3
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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
the City of Houston, State of Texas on the 10th day of July,
1997.
AMERICAN ECO CORPORATION
By: /s/ David L. Norris
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David L. Norris,
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
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* President, Chief Executive
------------------- Officer and Director
Michael E. McGinnis
/s/David L. Norris Chief Financial Officer July 10, 1997
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David L. Norris
* Director
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Barry Cracower
* Director
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William A. Dimma
* Director
-------------------
Hon. Donald R. Getty
* Director
-------------------
John C. Pennie
* Director
-------------------
Francis J. Sorg
*By /s/ David L. Norris as attorney-in-fact July 10, 1997
---------------------
David L. Norris
II-4
<PAGE>
INDEX TO EXHIBITS
AMERICAN ECO CORPORATION
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Exhibit
No. Description
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5 Opinion of Reid & Priest LLP
23.1 Consent of Karlins Fuller Arnold & Klodosky P.C.,
independent public accountants for the Registrant.
23.2 Consent of McGladrey & Pullen LLP, independent public
accountants for Chempower, Inc.
23.3 Consent of Reid & Priest LLP (included in Exhibit 5)
24.1 Power of Attorney
II-5
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
New York, New York
July 8, 1996
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to American Eco Corporation,
an Ontario, Canada corporation (the "Registrant"), in connection
with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the
"Act"), of 2,956,700 shares (the "Shares") of the Registrant's
Common Stock, without par value (the "Common Stock"), issued or
issuable upon the exercise of options (the "Options") granted or
to be granted under the Registrant's Share Option Plan (the
"Plan").
For purposes of this opinion we have examined the
Registration Statement, the Articles of the Registrant, as
amended, the By-Laws of the Registrant, the Plan and such
documents, records, agreements, proceedings and legal matters as
we have deemed necessary to examine. With respect to any
documents or other corporate records which we have examined, we
have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals, and
the conformity to the original documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the
Province of Ontario, Canada.
<PAGE>
American Eco Corporation
July 8, 1997
Page 2
2. The Shares included in the Registration Statement
issued or to be issued upon the exercise of the Options will be
duly authorized and validly issued, and fully paid and non-
assessable when the Options shall have been properly exercised
and the exercise price shall have been paid for the Shares in
accordance with the terms of the Plan.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render, opinions with respect to any laws other than the laws of
the State of New York and the federal laws of the United States.
In connection with opinions expressed herein we have relied as to
matters of law of the Province of Ontario, Canada upon the
opinion letter of Cassels Brock & Blackwell. A copy of such
opinion letter is attached hereto and our opinion is subject to
the qualifications and limitations set forth in such opinion,
which limitations and qualifications are incorporated by
reference herein by reference.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
<PAGE>
Cassels Brock & Blackwell
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Canada M5H 3C2
July 9, 1997.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
Dear Sirs:
RE: AMERICAN ECO CORPORATION (THE "CORPORATION")
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We have been requested by the Corporation to furnish our opinion
letter to you in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
with the United States Securities and Exchange Commission (the
"SEC") with respect to the registration under the United States
Securities Act of 1933, as amended (the "Act"), of 2,956,700
common shares (the "Shares") issuable upon the exercise of
options granted pursuant to the Corporation's stock option plan
for directors, officers, consultants and employees, as amended
(the "Plan").
In connection with the delivery of this opinion letter, we have
made such searches and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such
other documents, statutes, public records and certificates of
public officials and have considered such questions of law as we
have considered relevant, necessary or advisable. In our
examination, we have assumed the legal capacity of all
individuals, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us
as photostatic, certified, conformed, notarial or facsimile
copies thereof.
For the purposes of the opinions expressed in paragraph 1 below,
we have relied on a Certificate of Status issued by the Ministry
of Consumer and Commercial Relations dated July 9, 1997 a copy
whereof has been delivered to you contemporaneously herewith.
For the purposes of the opinions expressed in paragraph 2 below,
we have assumed that the Corporation has received all requisite
regulatory approvals in connection with the Plan, including
without limitation, the approval of The Toronto Stock Exchange.
The opinions expressed herein have been furnished at your request
and are solely for your benefit and may not be relied upon by any
other person (other than the SEC) or furnished to any other
person (other than the SEC) without our prior written consent.
Such opinions are limited to the matters expressly stated herein
and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
<PAGE>
-2-
The opinions expressed herein are given as of the date hereof and
we undertake no, and hereby disclaim any, obligation to advise
you of any change in any matter set forth herein.
We are qualified to practice law in the Province of Ontario only.
The opinions expressed herein are confined to the laws of the
Province of Ontario and the laws of Canada applicable therein.
Insofar as the laws of other jurisdictions are relevant, we
express no opinion.
Based upon and relying upon the foregoing, we are of the opinion
that:
1. The Corporation has been duly incorporated under the laws of
the Province of Ontario and has not been dissolved.
2. The Corporation has the corporate power and authority to
authorize the Plan and the Corporation has received all necessary
corporate approvals in order to authorize the Plan.
3. The Shares have been validly allotted and reserved for
issuance to optionees pursuant to the Plan, as amended and upon
issuance pursuant to the exercise of options under the Plan, the
same shall be validly issued as fully paid and non-assessable
shares.
We hereby consent to the filing of this opinion with the SEC as
an attachment to Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC
thereunder.
Yours very truly,
/s/ Cassels Brock & Blackwell
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eco Corporation (the "Company")
of our report dated January 31, 1997, on the consolidated
financial statements of the Company included in its Annual Report
(Form 10-K) for the year ended November 30, 1996, filed with the
Securities and Exchange Commission.
/s/ Karlins, Fuller, Arnold & Klodosky
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Karlins, Fuller, Arnold & Klodosky
Houston, Texas
July 9, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eco Corporation (the "Company")
of our report, dated February 28, 1997, on the consolidated
financial statements of Chempower, Inc. and its subsidiaries
included in the Company's Current Report on Form 8-K reporting an
event of March 4, 1997.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Elkhart, Indiana
July 9, 1997
Exhibit 24.1
DIRECTORS AND OFFICERS OF AMERICAN ECO CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned directors and officers of American Eco
Corporation, an Ontario, Canada corporation (the "Company"), do
hereby make, constitute and appoint Michael E. McGinnis and David
L. Norris, and each of them, with full power of substitution and
resubstitution, as attorneys-in-fact of each of the undersigned,
to execute and file, under the Securities Act of 1933, as
amended, the Company's Registration Statement on Form S-8 and all
amendments and exhibits thereto, and any and all applications or
other documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full
power and authority to do and perform any and all acts and things
whatsoever necessary, appropriate or desirable to be done in the
premises, or in the name, place and stead of the said directors
and officers.
This action may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the undersigned have executed these
presents as of the 7th day of May, 1997.
/s/ Michael E. McGinnis /s/ Barry Cracower
------------------------ ------------------------
Michael E. McGinnis, Barry Cracower, Director
President, Chief Executive
Officer and Director
/s/ John C. Pennie /s/ William Dimma
-------------------------- -------------------------
John C. Pennie, William Dimma, Director
Vice Chairman
/s/ David L. Norris /s/ Francis Sorg
----------------------- -------------------------
David L. Norris, Francis Sorg, Director
Chief Financial Officer
/s/ Donald Getty
-------------------------
Donald Getty, Director
