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As filed with the Securities and Exchange Commission on August 17, 1999
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
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ITEQ, INC.
(FORMERLY KNOWN AS AIR-CURE ENVIRONMENTAL, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 41-1667001
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(713) 285-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ITEQ, INC. DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
LAWRANCE W. MCAFEE
ITEQ, INC.
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(713) 285-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
T. WILLIAM PORTER
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED AMOUNT OF
TITLE OF AMOUNT TO OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE FEE
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Common Stock, par value $.001 per share 100,000 $2.328125 $232,813 $65
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the ITEQ, Inc. Directors' Stock Option
Plan (the "Plan").
(2) Pursuant to Rule 457(c), the registration fee is calculated on the
basis of the average of the high and low price per share of Common
Stock, as quoted on the Nasdaq National Market System, on August 12,
1999. Pursuant to Rule 457(h), the registration fee is calculated with
respect to the maximum number of the registrant's securities issuable
under the Plan.
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REGISTRATION OF ADDITIONAL SECURITIES
ITEQ, Inc., a Delaware corporation formerly known as Air-Cure
Technologies, Inc. (the "Company"), hereby incorporates by reference into this
Registration Statement the contents of its Registration Statement on Form S-8,
File No. 33-68516, and its Registration Statement on Form S-8, File No.
333-09051.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this registration
statement (this "Registration Statement") (i) the contents of its annual report
on Form 10-K for the annual period ended December 31, 1998, as filed with the
Securities and Exchange Commission (the "Commission") on March 22, 1999, as
amended by its report on Form 10-K/A-1, as filed with the Commission on April
29, 1999, (ii) the contents of its quarterly report on Form 10-Q for the
quarter ended March 31, 1999, as filed with the Commission on May 14, 1999,
(iii) the contents of its quarterly report on Form 10-Q for the quarter ended
June 30, 1999, as filed with the Commission on August 16, 1999, (iv) the
description of the Company's common stock, par value $.001 per share
("Common Stock"), contained in the Registration Statement on Form S-4 as filed
with the Commission on September 18, 1997, as amended by Form S-4/A filed with
the Commission on October 3, 1997, and (v) the contents of its report on Form
8-K filed July 8, 1999.
All 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 (the
"Exchange Act") subsequent to the filing date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement 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 of such documents. The Company will provide,
without charge, each participant in the Company's Plans, on written or oral
request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
In connection with the filing of this Registration Statement, Porter &
Hedges, L.L.P. has given an opinion on the validity of the securities being
registered hereby. T. William Porter, a partner with Porter & Hedges, L.L.P.,
is a director of the Company.
ITEM 8. EXHIBITS.
*5.1 Opinion of Porter & Hedges, L.L.P.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Power of Attorney (included on the signature page hereto)
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* Filed herewith.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of ITEQ, Inc., do hereby constitute and appoint William P. Reid and
Lawrance W. McAfee, or either of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers, and to execute any and all instruments
for us and in our names in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 August 16, 1999.
ITEQ, INC.
By: /s/ Lawrance W. McAfee
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Lawrance W. McAfee
Executive Vice President, Chief
Financial Officer and Secretary
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 August 16, 1999.
SIGNATURE TITLE
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/s/ Mark E. Johnson Director and Chairman of the Board
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Mark E. Johnson
/s/ William P. Reid Director, Acting Chief Executive Officer
---------------------- and President
William P. Reid (Principal Executive Officer)
/s/ Lawrance W. McAfee Director, Executive Vice President,
---------------------- Chief Financial Officer and Secretary
Lawrance W. McAfee (Principal Financial and Accounting Officer)
----------------------- Director
Thomas N. Amonett
/s/ T. William Porter Director
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T. William Porter
----------------------- Director
James L. Rainey, Jr.
----------------------- Director
James A. Read
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INDEX TO EXHIBITS
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Exhibit Description
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*5.1 Opinion of Porter & Hedges, L.L.P.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Power of Attorney (included on the signature page hereto)
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* Filed herewith.
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EXHIBIT 5.1
August 16, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ITEQ, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ITEQ, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 under the
Securities Act of 1933, as amended, of 100,000 shares (the "Shares") of the
Company's common stock, par value $.001 per share (the "Common Stock"). In such
capacity, we have examined the certificate of incorporation, as amended, the
bylaws, and corporate proceedings of the Company, and based on such examination
and having regard for applicable legal principles, it is our opinion the Shares
to be offered and sold pursuant to the Registration Statement will be validly
issued, fully-paid and nonassessable outstanding shares of Common Stock.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
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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 registration statement of our report dated March 17, 1999,
included in the Annual Report on Form 10-K of ITEQ, Inc. (the "Company") for
the year ended December 31, 1998, and to all references to our Firm included in
this registration statement on Form S-8 for the registration of 100,000 shares
of the common stock, par value $.001 per share, of the Company.
ARTHUR ANDERSEN LLP
Houston, Texas
August 12, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 6, 1996, relating to the
financial statements of Astrotech International Corporation and subsidiaries,
which appears in ITEQ, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
600 Grant Street
Pittsburgh, Pennsylvania
August 12, 1999
