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As Filed with the Securities and Exchange Commission on May 13, 1996
File No. 333_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------
OMEGA ENVIRONMENTAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 91-1499751
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) ID No.)
19805 North Creek Parkway
Bothell, Washington 98041
(Address of Principal Executive Offices)
STOCK OPTION AGREEMENTS
(Full Title of the Plan)
LOUIS J. TEDESCO, PRESIDENT
OMEGA ENVIRONMENTAL, INC.
19805 North Creek Parkway
Bothell, Washington 98041
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: (206) 486-4800
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1993, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock, $0.0025
<S> <C> <C> <C> <C>
par value(1) 2,722,890 $3.00(2) $8,168,670 $2,816.78
==========================================================================================================
</TABLE>
(1) Includes the options, issued or issuable for such common stock.
(2) Calculated pursuant to Rule 457(h).
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") with
the Securities and Exchange Commission are incorporated herein by reference.
(1) The Company's Annual Report Form 10-K for the fiscal year
ended March 31, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarters
ended June 30, 1995, September 30, 1995, and December 31,
1995;
(3) The Company's Registration Statement on Form 8-A, dated May
27, 1992.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities covered hereby 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, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is not deemed to be filed under said provisions.
Any statement made 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 such statement is replaced or modified by a statement
contained in a subsequently dated document incorporated by reference or
contained in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered under Section 12 of the Securities
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law Section 145 provides that the
Registrant may indemnify any officer or director who was made a party to a suit
because of his position, including derivative suits, if he was acting in good
faith and in a manner he reasonably believed was in the best interest of the
Registrant, except, in certain circumstances, for negligence or misconduct in
the performance of his duty to the Registrant. If the director or officer is
successful in his suit he is entitled to indemnification for expenses, including
attorney fees. The Company's Certificate of Incorporation eliminates director's
liability to stockholders or the Company for monetary damages arising out of
certain breaches by the directors of their fiduciary duty of care. Finally,
Article Ninth of the Registrant's Certificate of Incorporation eliminates
director's liability to stockholders or the Company for monetary damages arising
out of certain breaches by the directors of their fiduciary duty of care.
Finally, Article Ninth of the Registrant's Certificate of Incorporation and
Article III, Section 13, of the Registrant's By-Laws provides for
indemnification of the Registrant's officers and directors, except in case of
gross
S-1
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negligence or willful misconduct, if they are a party to an action because they
were an officer or director. The Company also has indemnification agreements
with the officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
5. Opinion of Jeffer, Mangels, Butler & Marmaro, LLP
15. Letter of KPMG Peat Marwick, LLP
24.1 Consent of KPMG Peat Marwick, LLP
24.2 Consent of Jeffer, Mangels, Butler & Marmaro, LLP (See Exhibit 5)
ITEM 9. UNDERTAKINGS
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) 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 of 1933;
(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 (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and 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 section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
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.
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B. Filings incorporating subsequent Exchange Act documents by reference.
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 Section 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 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.
C. Indemnification of Officers and Directors.
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.
S-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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Bothell, State of Washington, on the 8th day of May,
1996.
OMEGA ENVIRONMENTAL, INC.
By: /S/ Louis J. Tedesco
-------------------------------------
LOUIS J. TEDESCO
Chief Executive Officer and President
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- ---------------------------------- -----------
<S> <C> <C>
/S/ Louis J. Tedesco Chief Executive Officer, May 8, 1996
- ------------------------- President and Director (Principal
LOUIS J. TEDESCO Executive Officer)
/S/ Leo L. Azure, Jr. Chairman of the Board of Directors May 8, 1996
- -------------------------
LEO L. AZURE, JR.
/S/ Dan E. Steigerwald Chief Financial Officer (Principal May 8, 1996
- ------------------------- Financial Officer)
DAN E. STEIGERWALD
/S/ Bradley S. Powell Corporate Controller (Principal May 8, 1996
- ------------------------- Accounting Officer)
BRADLEY S. POWELL
/S/ Edgar S. Brower Director May 9, 1996
- -------------------------
EDGAR S. BROWER
/S/ Douglas R. Rogers Director May 8, 1996
- -------------------------
DOUGLAS R. ROGERS
/S/ Edward J. O'Sullivan Director May 9, 1996
- -------------------------
EDWARD J. O'SULLIVAN
/S/ Steve Sarich, Jr. Director May 9, 1996
- -------------------------
STEVE SARICH, JR.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Pages
- -------------- ----------- -----
<S> <C> <C>
5. Opinion of Jeffer, Mangels, Butler &
Marmaro, LLP re legality
15. Letter of KPMG Peat Marwick, LLP
24.1 Consent of KPMG Peat Marwick, LLP
</TABLE>
<PAGE> 1
EXHIBIT 5
[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
May 13, 1996 55776-0001
Omega Environmental, Inc.
19805 North Creek Parkway
Bothell, Washington 98041
Re: Omega Environmental, Inc.
Registration Statement on
Form S-8 - Stock Option Agreements
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement") which Omega Environmental, Inc., a
Delaware corporation (the "Company"), proposes to file with the Securities and
Exchange Commission.
The Registration Statement covers 2,722,630 shares (the
"Shares") of the Company's Common Stock to be issued under the various Stock
Option Agreements (the "Options").
In rendering the following opinion, we have examined and relied
only upon the documents and certificates of public officials as are specifically
described below. In our examination, we have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original documents of
all documents submitted to us as copies. Our examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to
date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
approving and adopting the Options, and authorizing the issuance of the Shares;
4. The Options;
5. The form of the Company's Common Stock certificate; and
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JEFFER, MANGELS, BUTLER & MARMARO LLP
Omega Environmental, Inc.
May 13, 1996
Page 2
6. The Registration Statement, together with all amendments
thereto, exhibits filed in connection therewith and form of Prospectus contained
therein.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or to verify the
adequacy or accuracy of same.
Based upon and subject to the foregoing, it is our opinion that
the Shares to be issued upon exercise of the Options have been duly authorized,
and, when so issued upon (i) such exercise against payment therefor pursuant to
the respective Options; (ii) the effectiveness of the Registration Statement;
and (iii) compliance with applicable blue sky laws, will constitute legally
issued, fully paid and nonassessable shares of the common stock of the Company.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares are proposed to be offered and
sold or as to the effect, if any, which non-compliance with such laws might have
on the validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility for an exemption from registration or
qualification of the Securities under the blue sky laws of any state or other
jurisdiction; and to the reference, if any, to this firm in the Prospectus under
the heading "Legal Opinion". In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the rules and regulations of the
Commission promulgated thereunder.
Other than as provided in the preceding sentence, this opinion
(i) is addressed solely to you, (ii) may not be relied upon by any other party,
(iii) may not be quoted or reproduced or delivered by you to any other person,
and (iv) may not be relied upon for any other purpose whatsoever. Nothing herein
shall be deemed to relate to or constitute an opinion concerning any matters not
specifically set forth above.
The opinions set forth herein are based upon the federal laws
of the United States of America, the laws of the State of California and the
corporate laws of the State of Delaware, all as now in effect. We express no
opinion as to
<PAGE> 3
JEFFER, MANGELS, BUTLER & MARMARO LLP
Omega Environmental, Inc.
May 13, 1996
Page 3
whether the laws of any particular jurisdiction apply, and no opinion to the
extent that the laws of any jurisdiction other than those identified above are
applicable to the subject matter hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration Statement.
Very truly yours,
JEFFER, MANGELS, BUTLER & MARMARO LLP
RPG:wpc
<PAGE> 1
EXHIBIT 15
Omega Environmental, Inc.
Bothell, Washington
Ladies and Gentlemen:
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our review report dated August 14, 1995,
November 13, 1995 and February 13, 1996, related to our review of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports
are not considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Seattle, Washington
May 9, 1996
<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Omega Environmental, Inc.:
We consent to the use of our report dated June 2, 1995 on the
consolidated financial statements of Omega Environmental, Inc. and subsidiaries
(Company) as of March 31, 1995 and 1994, and for each of the years in the
three-year period ended March 31, 1995, incorporated herein by reference.
Our report dated June 2, 1995, on the consolidated financial statements
of Omega Environmental, Inc. and subsidiaries as of and for the year ended March
31, 1995, contains an explanatory paragraph that states that the Company has
incurred significant losses since inception and operations have not generated
sufficient cash to cover current obligations. These matters raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated balance sheet as of March 31, 1995, does not include any
adjustments that might result from the outcome of that uncertainty.
/s/ KPMG Peat Marwick LLP
Seattle, Washington
May 9, 1996
