<PAGE> 1
As Filed with the Securities and Exchange Commission on May 13, 1996
File No. 333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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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)
1990 STOCK OPTION PLAN*
(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
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 shs $3.00(2) $6,000,000 $2,068.97
$0.0025 par value(1)
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</TABLE>
(1) Includes the options, issued or issuable for such common stock.
(2) Calculated pursuant to Rule 457(h).
*Includes Common Stock registered pursuant to Form S-8 Registration Statement
File No. 33-62812.
<PAGE> 2
The contents of the Form S-8 Registration Statement File No. 33-62812,
relating to the 1990 Stock Option Plan are incorporated herein by reference.
<PAGE> 3
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,
1995.
OMEGA ENVIRONMENTAL, INC.
By: S/ Louis J. Tedesco
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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>
5.1 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 5.1
[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
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 2,000,000 additional shares (the
"Shares") of the Company's common stock to be issued under the Company's 1990
Stock Option Plan (the "Plan").
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 Plan, and authorizing the issuance of the Shares;
4. Resolutions adopted by the Shareholders of the Company approving the
adoption of the Plan;
5. The Plan and the form of option agreements for the Plan Shares;
<PAGE> 2
JEFFER, MANGELS, BUTLER & MARMARO LLP
Omega Environmental, Inc.
May 13, 1996
Page 2
6. The form of the Company's Common Stock certificate; and
7. 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 options granted pursuant to the Plan have
been duly authorized, and, when so issued upon (i) such exercise against payment
therefor pursuant to the Plan; (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.
<PAGE> 3
JEFFER, MANGELS, BUTLER & MARMARO LLP
Omega Environmental, Inc.
May 13, 1996
Page 3
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
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 reports 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,
KPMG Peat Marwick LLP
Seattle, Washington
May 9, 1996
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EXHIBIT 23.1
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.
KPMG Peat Marwick LLP
Seattle, Washington
May 9, 1996
