<PAGE> 1
FORM S-8 REGISTRATION NO. 33-_________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AIR-CURE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 41-1667001
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2727 Allen Parkway, Suite 760, Houston, Texas 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Air-Cure Technologies, Inc. Directors' Stock Option Plan
(FULL TITLE OF THE PLAN)
Lawrance W. McAfee
Chief Financial Officer
2727 Allen Parkway, Suite 760
Houston, Texas 77019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 285-2700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
John D. Robertson
Hartzog Conger & Cason
1600 Bank of Oklahoma Plaza
201 Robert S. Kerr
Oklahoma City, OK 73102
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: from time to time after the
Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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- -----------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 100,000 $3.06 $306,000 $100.00
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(1) Calculated pursuant to Rule 457(h)(1) as follows: the maximum
offering price per share upon the exercise of options not yet
granted for 100,000 shares at $3.06 per share, the last sales
price of the Common Stock as reported by NASDAQ on July 23,
1996, in accordance with Rule 457(c).
Pursuant to Rule 416, this Registration Statement shall be deemed to
cover any additional securities issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions. Pursuant to Rule 429(a), the
Prospectus contained herein is a combined prospectus relating to the Common
Stock registered hereby and the Common Stock registered on Form S-8
Registration Statement No. 33-68516 and Form S-8 Registration Statement No.
33-68518.
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REGISTRATION OF ADDITIONAL SECURITIES
Air-Cure Technologies, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the contents of Registration
Statement on Form S-8, File No. 33-68516.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference
into this Registration Statement and made a part hereof:
(a) The Company's annual report on Form 10-K for the year
ended December 31, 1995 filed with the Commission pursuant to Section
13 of the Securities Exchange Act of 1934 (including those portions of
the Company's definitive proxy statement for the annual meeting of
stockholders which are incorporated by reference into such annual
report on Form 10-K);
(b) The Company's quarterly report on Form 10-Q for the
three months ended March 31, 1996 filed with the Commission pursuant
to Section 13 of the Securities Exchange Act of 1934; and
(c) The description of the Company's Common Stock, par
value $0.001 per share, contained in the Company's Registration
Statement on Form 8-A (File No. 1-10668) filed with the Commission
pursuant to the Securities Exchange Act of 1934, including any
amendments or reports filed for the purpose of updating such
description.
All documents, reports and definitive proxy statements filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, which are filed subsequent to the date hereof and prior
to the termination of the offering made hereby, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such document, report or definitive proxy statement with the
Commission.
Item 8. Exhibits.
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Exhibit No. Description
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<S> <C>
5.1 Opinion of Hartzog Conger & Cason
23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Grant Thornton LLP
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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 25 day of July,
1996.
AIR-CURE TECHNOLOGIES, INC.
By: /s/ Mark E. Johnson
______________________________
Mark E. Johnson,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Air-Cure Technologies, Inc. hereby constitutes and appoints
Lawrance W. McAfee his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for and in his name, place and stead,
in any and all capacities, to sign all or any amendments (including
post-effective amendments) of and supplements to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, to all intents and purposes and as fully as said corporation
itself and each said officer or director might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Mark E. Johnson
- ------------------------------ Chairman, President, July 24, 1996
Mark E. Johnson Chief Executive Officer
and Director
(Principal Executive
Officer)
/s/ William Porter
- ------------------------------ Director July 24, 1996
William Porter
/s/ James L. Rainey
- ------------------------------ Director _______, 1996
James L. Rainey, Jr.
/s/ Lawrance W. McAfee
- ------------------------------ Executive Vice President, July 24, 1996
Lawrance W. McAfee Chief Financial Officer,
Secretary and Director
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Thomas Amonett
- ------------------------------ Director ________, 1996
Thomas Amonett
/s/ Pierre Melcher
- ------------------------------ Senior Vice President, July 24, 1996
Pierre Melcher Treasurer and Director
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INDEX TO EXHIBITS
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Exhibit No. Description
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<S> <C>
5.1 Opinion of Hartzog Conger & Cason
23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Grant Thornton LLP
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EXHIBIT 5.1
July 15, 1996
Air-Cure Technologies, Inc.
2727 Allen Parkway, Suite 760
Houston, Texas 77019
Re: Our File No. 3079-9501
Gentlemen:
We have acted as counsel for Air-Cure Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration on
Form S-8 of up to 100,000 shares (the "Shares") of Common Stock of the Company,
which Shares are to be issued in accordance with and pursuant to the terms of
the Air-Cure Technologies, Inc. Directors' Stock Option Plan (the "Plan").
This opinion is being rendered pursuant to the requirements of the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission.
In rendering our opinion, we have examined originals or copies,
certified or otherwise identified, of certain corporate records of the Company
which have been provided to us by the Company, and the following documents:
1. The Plan;
2. The Registration Statement on Form S-8; and
3. The Prospectus to be delivered by the Company to participants
of the Plan.
Based on the foregoing and subject to the assumptions, qualifications
and limitations set forth in this letter, it is our opinion that all of the
Shares to be issued under the terms of the Plan will be, when issued, duly
authorized, validly issued, fully paid and non-assessable.
<PAGE> 2
Air-Cure Technologies, Inc.
July 15, 1996
Page 2
We have assumed the authenticity and accuracy of all documents
submitted to us as originals, the genuineness of all signatures thereon, the
legal capacity of natural persons executing such documents, the conformity to
originals of all documents submitted to us as copies and the information
provided to us by the Company's stock transfer agent. This opinion is being
furnished to you solely in connection with the Company's registration of the
Shares and may be relied upon by you solely for such purpose. This opinion is
not to be quoted in whole or in part or otherwise referred to, nor is it to be
filed with any governmental agency other than the Securities and Exchange
Commission or any other person without our prior written consent. This opinion
is given to you as of the date hereof, and we assume no obligation to advise
you of changes, facts or circumstances that may hereafter come to our attention
or any changes in laws which may hereafter occur.
Very truly yours,
HARTZOG CONGER & CASON
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registering 100,000 shares to be reserved for
issuance upon exercise of options granted pursuant to the Air-Cure
Technologies, Inc. Directors' Stock Option Plan of our report dated March 6,
1996, included in the Air-Cure Technologies, Inc. Form 10-K for the year ended
December 31, 1995.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Houston, Texas
July 17, 1996
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EXHIBIT 23.2
The Board of Directors
Air-Cure Technologies, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
July 19, 1996
Houston, Texas
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 4, 1994, accompanying the
consolidated statements of income, stockholders' equity and cash flows and
schedule of Air-Cure Technologies, Inc. and Subsidiaries for the nine-month
period ended December 31, 1993 appearing in the Annual Report on Form 10-K for
the year ended December 31, 1995 which is incorporated by reference in this
Registration Statement.
We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
Minneapolis, Minnesota
July 17, 1996
