As filed with the Securities and Exchange Commission on April 4, 1996.
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CONTINENTAL WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2909512
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
67 Walnut Avenue, Suite 103
Clark, NJ 07066
(908) 396-0018
(Address including zip code, and telephone number, including area
code, of registrant's principal executive offices)
__________________________
CONTINENTAL WASTE INDUSTRIES, INC.
(Full Title of Plan)
__________________________
CARLOS E. AGUERO
CONTINENTAL WASTE INDUSTRIES, INC.
67 Walnut Avenue, Suite 103
Clark, NJ 07066
(908) 396-0018
(Name and address, including zip code, and telephone number,
including area code, of agents for service)
With a Copy to:
MICHAEL J. CHOATE, ESQ.
SHEFSKY FROELICH & DEVINE LTD.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 527-4000
__________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement has
become effective.
___________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of each class Offering Aggregate Amount of
of securities to Amount to price per Offering Registration
be registered be registered share (4) price (4) fee (4)
Common Stock, par 166,666 $10.56 $ 1,759,993 $ 527.99
value $0.0006 per
share (1)(4)
Common Stock, par 166,666 $10.56 $ 1,759,993 $ 527.99
value $0.0006 per
share (2)(4)
Common Stock, par 645,584 $10.56 $ 6,817,367 $2,045.21
value $0.0006 per
share (3)(4)
_________ ______ ___________ _________
TOTAL 978,916 $10.56 $10,337,353 $3,101.19
(1) Represents shares of common stock which are issuable pursuant to the
exercise of options granted under the Company's 1995 Employee Stock Option
Plan.
(2) Represents shares of common stock which are issuable pursuant to
the exercise of options granted under the Company's 1995 Stock Option Plan
For Outside Directors.
(3) Represents shares of common stock which are issuable pursuant to the
exercise of options granted by the Company pursuant to written
agreements between the Company and various officers and employees (present
and former) of the Company.
(4) The Registration Statement also relates to an additional indeterminate
number of shares of the Company's common stock as may be issued upon the
antidilution provisions contained in each of the stock option plans
referenced above in footnotes (1), (2) and (3).
(5) Pursuant to Rule 457(c), the fee is calculated on the basis of the average
of the bid and asked prices on March 28, 1996 on the Nasdaq National
Market for Common Stock.
____________________________
<PAGE>
TABLE OF CONTENTS
Page
I. INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS . . . . . . . . . . . . . . . . . . 1
Item 1 - Plan Information . . . . . . . . . . . . . 1
Item 2 - Registrant Information and Employee
Annual Information . . . . . . . . . . . . . . . . 1
II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3 - Incorporation of Documents by Reference . . 2
Item 4 - Description of Securities . . . . . . . . . 2
Item 5 - Interests of Named Experts and Counsel . . 2
Item 6 - Indemnification of Directors and Officers . 3
Item 7 - Exemption from Registration Claimed . . . . 4
Item 8 - Exhibits . . . . . . . . . . . . . . . . . 4
Item 9 - Undertakings . . . . . . . . . . . . . . . 4
<PAGE>
PART I
Item 1. Plan Information
Information required by Part I of Form S-8 to be contained in a
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act").
Item 2. Registrant Information and Employee
Annual Information
The documents set forth in Item 3 of Part II of this Registration
Statement are incorporated by reference in the Section 10(a)
prospectus and along with copies of the Continental Waste Industries,
Inc. 1995 Employee Stock Option Plan (the "Employee Plan") and the
Continental Waste Industries, Inc. 1995 Employee Stock Option Plan for
Outside Directors (the "Outside Director Plan") are available without
charge, upon written or oral request from the Company. Requests should
be directed to Jeffrey E. Levine, Senior Vice President and General
Counsel, 67 Walnut Avenue, Suite 103, Clark, New Jersey 07066
(908-396-0018).
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by the Registrant are hereby incorporated by reference in
this Registration Statement and made a part thereof as of their
respective filing dates:
1. The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995.
2. The description of the Registrant's Common Stock
which is contained in the Registrant's Registration
Statement on Form 8-A filed with the Securities and
Exchange Commission on October 11, 1995 under
Section 12 of the Securities Exchange Act of 1934,
including any amendments or reports filed for the
purpose of updating the description.
3. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the
Registration Statement which indicates that all of
the shares of common stock offered have been sold or
which deregisters all of the shares then remaining
unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a
part hereof from the date of filing of those
documents. Any statement contained in a document
incorporated or deemed to be 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 or in any other subsequently filed document
which also is or is deemed to be incorporated by
reference herein modifies or supersedes this
statement. Any statement so modified or superseded
shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interest of Name Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 2 of Article Eighth of the Registrant's Certificate of
Incorporation provides for indemnification of the Registrant's officers and
directors to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"). Section 145 of the DGCL provides for
indemnification of directors and officers from and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as derivative
actions by or in the right of the corporation but only to the extent of expenses
reasonably incurred in defending or settling such action) in which they may
become involved by reason of being a director or officer of the corporation if
the director or officer acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation and, in
addition, in criminal actions, if he had no reasonable cause to believe his
conduct to be unlawful. If, in an action brought by or in the right of the
corporation, the director or officer is adjudged to be liable for negligence or
misconduct in the performance of his duty, he will only be entitled to this
indemnity as the court finds to be proper. Persons who are successful in defense
of any claim against them are entitled to indemnification as of right against
expenses actually and reasonably incurred in connection therewith. In all other
cases, indemnification shall be made (unless otherwise ordered by the court)
only if the board of directors, acting by a majority vote of a quorum of
disinterested directors, independent legal counsel or holders of a majority of
the shares entitled to vote, determines that the applicable standard of conduct
has been met. Section 145 also provides this indemnity for directors and
officers of a corporation who, at the request of the corporation, act as
directors, officers, employees or agents of other corporations, partnerships or
other enterprises.
Section 1 of Article Eighth of the Registrant's Certificate of
Incorporation limits the liability of the Registrant's directors to the
Registrant or its stockholders to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL provides that personal monetary liabilities of a
director for breaches of his fiduciary duties as a director may not be
eliminated with regard to any breach of the duty of loyalty, failing to act in
good faith, intentional misconduct or knowing violation of law, payment of an
unlawful dividend, approval of an illegal stock repurchase, or obtainment of an
improper personal benefit. This provision has no affect on the availability of
equitable remedies, such as an injunction or recission, for breach of fiduciary
duty.
The employment agreements of certain directors and officers contain a
provision similar to the provisions of the Certificate of Incorporation. The
Registrant maintains directors and officers liability insurance that will insure
against liabilities that directors and officers of the Registrant may incur in
such capacities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended and the rules and regulations thereunder (the "Act") may be
permitted for directors, officers and controlling persons of the Registrant
pursuant to the foregoing, or otherwise, the Registrant has been advised that in
the opinion of the 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.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The Exhibits to this Registration Statement are listed in the Exhibit Index
on Page 7 of this Registration Statement, which Index is incorporated herein by
reference. The Registrant hereby undertakes to submit the Employee Plan and the
Outside Director Plan and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes required by the IRS in
order to modify each plan.
Item 9. Undertakings
(a) The 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 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:
(2) That, for determining 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
the securities at that time shall be deemed to be the initial bona fide
offering thereof; and.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the offering.
(b) 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1934 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Clark, State of New Jersey on the 1st day of April,
1996.
CONTINENTAL WASTE INDUSTRIES, INC.
By: /s/ Carlos E. Aguero
Carlos E. Aguero
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
We, the undersigned, do hereby severally constitute and appoint Thomas A.
Volini and Carlos E. Aguero, and each or either of them, our true and lawful
attorneys and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments or post-effective amendments to this Registration Statement
(including post-effective amendments) and to file the same with all exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys and agents, and each or
either of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/Thomas A. Volini Chairman of the Board and April 1, 1996
Thomas A. Volini Chief Operating Officer
(Principal Executive Officer)
/s/Carlos E. Aguero President, Chief Executive April 1, 1996
Carlos E. Aguero Officer and Director
(Principal Executive Officer)
/s/Michael J. Drury Senior Vice President and April 1, 1996
Michael J. Drury (Chief Financial Officer and
Chief Accounting Officer)
/s/Bret R. Maxwell Director April 1, 1996
Bret R. Maxwell
/s/Donald H. Haider Director April 1, 1996
Donald H. Haider
/s/Richard J. Carlson Director April 1, 1996
Richard J. Carlson
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Continental Waste Industries, Inc.
1995 Employee Stock Option Plan
4.2 Continental Waste Industries, Inc.
1995 Employee Stock Option Plan for Outside Directors
4.3 Form of Grant of Employee Stock Option Agreement
4.4 Form of Adjustment of Employee Stock Option
Agreement
5 Opinion of Shefsky Froelich & Devine Ltd.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Shefsky Froelich & Devine Ltd.
(included in the opinion filed as Exhibit 5 to this
Registration Statement)
24 Power of Attorney
(included on the signature page for this
Registration Statement)
<PAGE>
EXHIBIT 4.1
CONTINENTAL WASTE INDUSTRIES, INC.
1995 EMPLOYEE STOCK OPTION PLAN
<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
1995 EMPLOYEE STOCK OPTION PLAN
1. Purposes.
The purpose of the Continental Waste Industries, Inc. 1995 Employee Stock
Option Plan (the "Plan") is to encourage and enable key employees (which term,
as used herein, shall include officers) of Continental Waste Industries, Inc. or
subsidiaries thereof (collectively, unless the context otherwise requires, the
"Company") (other than members of the Committee, as hereinafter defined) to
acquire a proprietary interest in the Company through the ownership of common
stock of the Company. Such ownership will provide such employees with a more
direct stake in the future welfare of the Company and encourage them to remain
employed by the Company. It is also expected that the Plan will encourage
qualified persons to seek and accept employment with the Company.
2. Type of Options.
Options granted pursuant to the Plan may be incentive stock options as
defined in Section 422 of the Internal Revenue Code of 1986 (as from time to
time amended, the "Code") (any option that is intended so to qualify as an
incentive stock option being referred to herein as an "incentive option"), or
options that are not incentive options, or both. Incentive options may only be
granted to "employees" as defined in the provisions of the Code or regulations
thereunder applicable to incentive stock options.
3. Effective Date and Term of Plan.
(a) The Plan shall become effective upon approval by the shareholders
of the Company. Grants of options under the Plan may be made prior to
satisfaction of such conditions, but after adoption of the Plan by the
Board of Directors of the Company (the "Board"), subject to such
shareholder approval.
(b) No option shall be granted under the Plan on or after the fifth
anniversary of the date on which the Plan is adopted by the Board, but
options previously granted may extend beyond that date.
4. Administration.
(a) The Plan shall be administered by a committee (the "Committee") of
two or more directors appointed from time to time by the Board. Following
registration of the Company's Stock under the Securities and Exchange Act
of 1934 (the "Act"), all members of the Committee shall be "disinterested
persons" within the meaning of Rule 16(b)-3 under the Act. A majority of
the members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its members.
Any determination of the Committee under the Plan may be made, without
notice or meeting of the Committee, by a writing signed by a majority of
the Committee members.
(b) The Committee shall have authority, not inconsistent with the
express provisions of the Plan, (i) to grant options to such eligible
employees of the Company as the Committee may select; (ii) to determine the
time or times when options shall be granted and the number of shares of
Stock subject to each option; (iii) to determine which options are, and
which options are not, incentive options; (iv) to determine the terms and
conditions of each option; (v) to prescribe the form or forms of
instruments evidencing options and other instruments required under the
Plan and to change such forms from time to time; (vi) to adopt, amend and
rescind rules and regulations for the administration of the Plan; and (vii)
to interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Any
determination, decision or action of the Committee in connection with the
construction, interpretation, administration or application of the Plan
shall be final and conclusive on all persons participating in the Plan.
5. Shares Subject to the Plan.
(a) Number of Shares.
Subject to adjustment as provided in Section 8, the aggregate number
of shares of Stock that may be delivered upon the exercise of options
granted under the Plan shall be 100,000. If any option granted under the
Plan terminates without having been exercised in full, the number of shares
of Stock as to which such option was not exercised shall be available for
future grants within the limits set forth in this Section 5(a).
(b) Shares to be Delivered.
Shares delivered under the Plan shall be authorized but unissued Stock
or, if the Committee so decides in its sole discretion, previously issued
Stock acquired by the Company and held in treasury. No fractional shares of
Stock shall be delivered under the Plan.
6. Eligibility for Options.
Employees of the Company eligible to receive options under the Plan
shall be those employees who, in the opinion of the Committee, are in a
position to make a significant contribution to the success of the Company.
Receipt of options under the Plan or of awards under any other employee
benefit plan of the Company shall not preclude an employee from receiving
options or additional options under the Plan.
7. Terms and Conditions of the Options.
(a) Special Rule for Incentive Options. Consistent with Section 422 of
the Code and any regulations, notices or other official pronouncements of
general applicability, to the extent the aggregate fair market value
(determined in accordance with Section 7(b) as of the time the option is
granted) of the shares of Stock with respect to which incentive options are
exercisable for the first time by the optionee during any calendar year
(under all plans of his employer corporation and its parent and subsidiary
corporations) exceeds $100,000, such options shall not be treated as
incentive options. Nothing in this special rule shall be construed as
limiting the exercisability of any option, unless the Committee expressly
provides for such a limitation at time of grant.
(b) Exercise Price. The exercise price of each option shall be
determined by the Committee, subject to the following (i) in the case of an
incentive option, the exercise price per share of stock shall not be less
than 100% (110% for a stock option granted to a greater than ten-percent
shareholder) of the fair market value per share of Stock at the time the
option is granted and (ii) in the case of all options, the exercise price
per share of Stock shall not be less than the par value per share (unless
the Stock subject to the option is treasury stock). A "greater than
ten-percent shareholder" shall mean for purposes of the Plan any employee
who at the time of grant owns directly, or is deemed to own by reason of
the attribution rules set forth in Section 424(d) of the Code, stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Company. The fair market value of a share of Stock as of
any date shall be determined for purposes of the Plan as follows: (i) if
the Stock is listed on a securities exchange or quoted throughthe National
Association of Securities Dealers Automatic Quotation ("NASDAQ") National
Market System, the fair market value shall equal the mean between the high
and low sales prices on such exchange or through such market system, as the
case may be, on such day or in the absence of reported sales on such day,
the mean between the reported bid and asked prices on such exchange or
through such market system, as the case may be, on such day, (ii) if the
Stock is not listed or quoted as described in the preceding clause but is
quoted through NASDAQ (but not through the National Market System), the
fair market value shall equal the mean between the bid and offered prices
as quoted by the National Association of Securities Dealers through NASDAQ
for such day and (iii) if the Stock is not listed or quoted on a securities
exchange or through NASDAQ, then the fair market value shall be determined
by such other method as the Committee determines to be reasonable and
consistent with applicable requirements of the Code and the regulations
issued thereunder applicable to incentive options; provided, however, that
if pursuant to clause (i) or (ii) fair market value is to be determined
based upon the mean of bid and asked prices and the Committee determines
that such mean does not properly reflect fair market value, then fair
market value shall be determined by the Committee as provided in clause
(iii).
(c) Duration of Options. An option, shall be exercisable during such
period or periods as the Committee may specify. The latest date on which an
option may be exercised (the "Final Exercise Date") shall be five years
from the date the option is granted, or such earlier date as may be
specified by the Committee at the time the option is granted.
(d) Exercise of Options.
(1) At the time of the grant of an option, the committee
shall specify whether the option shall be exercisable
in full at any time prior to the Final Exercise Date or
in installments (which may be cumulative or
noncumulative). In the case of an option not
immediately exercisable in full, the Committee may at
any time accelerate the time at which all or any part
of the option may be exercised.
(2) The award forms or other instruments evidencing
incentive option shall contain such provisions relating
to exercise and other matter as are required of
incentive options under the applicable provisions of
the Code and the regulations thereunder, as from time
to time in effect.
(3) Any exercise of an option shall be in writing, signed
by the proper person and delivered or mailed to the
Company, accompanied by (a) the option certificate and
any other documents required by the Committee and (b)
payment in full for the number of shares for which the
option is exercised.
(4) In the case of an option that is not an incentive
option, the Committee shall have the right to require
that the individual exercising the option remit to the
Company an amount sufficient to satisfy any federal,
state, or local withholding tax requirements (or make
other arrangements satisfactory to the Company with
regard to such taxes) prior to the delivery of any
Stock pursuant to the exercise of the option. In the
case of an incentive option, if at the time the option
is exercised the Committee determines that under
applicable law and regulations the Company could be
liable for the withholding of any federal, state or
local tax with respect to a disposition of the Stock
received upon exercise, the Committee may require as a
condition of exercise that the individual exercising
the option agree (i) to inform the Company promptly of
any disposition (within the meaning of Section 424(c)
of the Code and the regulations thereunder) of Stock
received upon exercise, and (ii) to give such security
as the Committee deems adequate to meet the potential
liability of the Company for the withholding of tax,
and to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to
preserve the adequacy of such security.
(5) If an option is exercised by the executor or
administrator of a deceased employee, or by the person
or persons to whom the option has been transferred by
the employee's will or the applicable laws of descent
and distribution, the Company shall be under no
obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of
the person or persons exercising the option.
(e) Termination of Employment.
An employee's options shall not terminate upon the termination of his
employment with the Company, except where the termination is for cause, in
which case the unexercised portion of vested options shall continue to be
exercisable for six months after such termination. Notwithstanding the
foregoing, the Committee in its discretion in any particular case may
provide that upon termination of an employee's employment with the Company,
the unexercised portion of his options shall continue to be exercisable for
a period of 12 months following vesting thereof.
(f) Payment for Stock.
Stock purchased under the Plan shall be paid for as follows: (i) in
cash or by certified check, bank draft or money order payable to the order
of the Company or (ii) if so permitted by the Committee (not later than the
time of grant, in the case of an incentive option), (A) through the
delivery of shares of Stock (including shares acquired under the option
then being exercised) having a fair market value (determined as provided in
Section 7(b)) on the date of exercise equal to the purchase price or (B) by
a combination of cash and Stock as provided in clauses (i) and (ii)(A)
above or (C) by delivery of a promissory note of the option holder to the
Company, such note to be payable in the case of an incentive option, on
such terms as are specified in the option (except that, in lieu of a stated
rate of interest, an incentive option may provide that the rate of interest
on the note will be such rate as is sufficient, at the time the note is
given, to avoid the imputation of interest under the applicable provisions
of the Code), or by a combination of cash (or cash and Stock) and the
option holder's promissory note; provided, that if the Stock delivered upon
exercise of the option is an original issue of authorized Stock, at least
so much of the exercise price as represents the par value of such Stock
shall be paid in cash or by a combination of cash and Stock.
(g) Delivery of Stock.
An option holder shall not have the rights of a shareholder with
regard to awards under the Plan except as to Stock actually received by him
under the Plan. The Company shall not be obligated to deliver any shares of
Stock (a) until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulations have been complied with, and (b) if
the outstanding Stock is at the time listed on any stock exchange, until
the shares to be delivered have been listed or authorized to be listed on
such exchange upon official notice of issuance, and (c) until all other
legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's counsel. If the sale of Stock has not
been registered under the Securities Act of 1933, as amended, the Company
may require, as a condition to exercise of the option, such representations
or agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.
(h) Nontransferability of Options.
No option may be transferred other than by will or by the laws of
descent and distribution, and during the lifetime of the employee to whom
granted may be exercised only by him.
(i) Restrictions on Stock. The Committee may provide that shares of
Stock purchased through the exercise of options under the Plan be subject
to such restrictions on resale, including restrictions requiring resale to
the Company at or below fair market value, or such other restrictions, as
the Committee in its sole discretion shall determine, and shall take such
steps as it deems necessary or appropriate to carry out the purposes of any
such restriction.
8. Mergers, Recapitalizations, etc.
(a) In the event of a consolidation or merger in which the Company is
not the surviving corporation or in the event of any transaction that
results in the acquisition of substantially all of the Company's
outstanding Stock by a single person or entity or by a group of persons
and/or entities acting in concert, or in the event of the sale or transfer
of substantially all of the Company's assets (all the foregoing being
referred to as "Acquisition Events"), then the Committee may in its
discretion terminate all outstanding options by delivering notice of
termination to each option holder; provided, however, that, during the
20-day period following the date on which such notice of termination is
delivered, each option holder shall have the right to exercise in full all
of his options that are then outstanding (without regard to limitations on
exercise otherwise contained in the options). If an Acquisition Event
occurs and the Committee does not terminate the outstanding options
pursuant to the preceding sentence, then the provisions of Section 8(b)
shall apply.
(b) In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capital stock,
the number and kind of shares of stock of securities of the Company subject
to options then outstanding or subsequently granted under the Plan, the
maximum number of shares or securities that may be delivered under the
Plan, the exercise price, and other relevant provisions shall be
appropriately adjusted by the Committee. The Committee may also adjust the
number of shares subject to outstanding options, the exercise price of
outstanding options and the terms of outstanding options to take into
consideration any other event (including, without limitation, accounting
changes) if the Committee determines that such adjustment is appropriate to
avoid distortion in the operation of the Plan. All determinations and
adjustments made by the Committee pursuant to this Section 8(b) shall be
binding on all persons.
(c) The Committee may grant options under the Plan in substitution for
options held by employees of another corporation who concurrently become
employees of the Company or a subsidiary of the Company as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as the result of the acquisition by the
Company of property or stock of the employing corporation. The Company may
direct that substitute awards be granted on such terms and conditions as
the Committee considers appropriate in the circumstances.
9. Limitation on Rights.
Neither the adoption of the Plan nor the grant of options shall confer upon
any employee any right to continued employment with the Company or affect in any
way the right of the Company to terminate the employment of an employee at any
time. Except as specifically provided by the Committee in any particular case,
the loss of existing or potential profit in options granted under this Plan
shall not constitute an element of damages in the event of termination of the
employment of an employee even if the termination is in violation of an
obligation of the Company to the employee by contract or otherwise.
10. Effect, Discontinuance, Cancellation, Amendment and Termination.
(a) Neither adoption of the Plan nor the grant of options to an
employee shall affect the Company's right to grant to such employee options
that are not subject to the Plan, to issue to such employee's Stock as a
bonus or otherwise, or to adopt other plans or arrangements under which
Stock may be issued to employees.
(b) The Committee may at any time discontinue granting options under
the Plan. With the consent of the option holder, the Board may at any time
cancel an existing option in whole or in part and grant the option holder
another option for such number of shares as the Committee specifies. The
Committee may at any time or times amend the Plan or any outstanding option
for the purpose of satisfying the requirements of Section 422 of the Code
or of any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, or at any time terminate
the Plan as to any further grants of options, provided that (except to the
extent expressly required or permitted above) no such amendment shall,
without the approval of the shareholders of the Company, (a) increase the
maximum number of shares available under the Plan, (b) change the group of
employees eligible to receive options under the Plan, (c) reduce the price
at which incentive options may be granted, (d) extend the time within which
options may be granted, (e) alter the Plan in such a way that incentive
options already granted hereunder would not be considered incentive stock
options under Section 422 of the Code, or (f) amend the provisions of this
Section 8, and no such amendment shall adversely affect the rights of any
option holder (without his consent) under any option previously granted.
<PAGE>
Exhibit 4.2
CONTINENTAL WASTE INDUSTRIES, INC.
1995 EMPLOYEE STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. Purpose
The purpose of the Continental Waste Industries, Inc. 1995 Stock
Option Plan for Outside Directors (the "Plan") is to promote the interests
of Continental Waste Industries, Inc. (the "Company") and its stockholders
by increasing the proprietary and vested interest of non-employee directors
in the growth and performance of the Company by granting such directors
options to purchase shares of the Common Stock, par value $.001 per share
(the "Shares"), of the Company.
2. Administration
The Plan shall be administered by the Company's Board of Directors
(the "Board"). Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Board shall have no discretion with respect to
the selection of outside directors to receive options, the number of Shares
subject to any such options, the purchase price thereunder or the timing of
grants of options under the Plan. The determinations of the Board in the
administration of the Plan, as described herein, shall be final and
conclusive. The Secretary of the Company shall be authorized to implement
the Plan in accordance with its terms and to take such actions of a
ministerial nature as shall be necessary to effectuate the intent and
purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware.
3. Eligibility
The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are not employees of the
Company or its affiliates ("Eligible Directors"). Any holder of an option
granted hereunder shall hereinafter be referred to as a "Participant".
4. Shares Subject to the Plan
Subject to adjustment as provided in Section 6, an aggregate of
100,000 Shares shall be available for issuance upon the exercise of options
granted under the Plan. The Shares deliverable upon the exercise of options
may be made available from authorized but unissued Shares or treasury
Shares. If any option granted under the Plan shall be cancelled by mutual
consent or terminated for any reason without having been exercised, the
Shares subject to, but not delivered under, such option shall be available
for other options. If any option granted under the Plan is exercised
through the delivery of Shares, the number of Shares available for issuance
upon the exercise of options shall be increased by the number of Shares
surrendered, to the extent permissible under Rule 16b-3.
5. Grant, Terms and Conditions of Options
(a) Initial Options. Upon approval of the Plan by the stockholders of
the Company, each Eligible Director will automatically be granted an option
hereunder to purchase 5,000 Shares.
(b) New Director Options. Upon first election to the Board, each newly
elected Eligible Director will be granted an option to purchase 5,000
shares.
(c) Annual Options. On the third business day following the date of
each Annual Meeting of Stockholders of the Company, commencing with the
first annual meeting following December 31, 1995, each Eligible Director,
other than an Eligible Director first elected to the Board within the 12
months immediately preceding such meeting, will automatically and without
any further action by the Board be granted an option to purchase 5,000
Shares. If the number of Shares then remaining available for the grant of
options under the Plan is not sufficient for each Eligible Director to be
granted an option for 5,000 Shares (or the number of adjusted Shares
pursuant to Section 6), then each Eligible Director shall be granted an
option for a number of whole Shares equal to the number of Shares then
remaining available divided by the number of Eligible Directors,
disregarding any fractional Shares.
(d) Elective Options. Beginning with the 1996 annual term, each
Eligible Director may make an election to receive all or any portion of his
or her annual retainer for the current year in the form of stock options
(the "Elective Option"). An election must specify the amount of the
retainer to be paid in the form of an Elective Option, and must be
delivered to the Company not less than 15 days prior to the due date of any
portion of his or her annual retainer, as to the portion of the annual
retainer then due. Each such election, once made, shall be irrevocable. The
Elective Option will be granted automatically on the first business day
occurring one month after the last day on which the election could have
been made. If a Director ceases to be a Director after the date the
election is due but prior to the date upon which the Elective Option is
granted, the Elective Option to such individual will not be granted and any
retainer will be paid in cash. The number of Shares issuable upon exercise
of each Elective Option shall be equal to the amount of the Eligible
Director's annual retainer to be received in the form of the Elective
Option divided by the Fair Market Value (defined herein) per Share on the
date of grant.
(e) Options Nonstatutory. The options granted will be nonstatutory
stock options not intended to qualify under Section 422 or 423 of the
Internal Revenue Code of 1986, as amended (the "Code") and shall have the
following terms and conditions:
(i) Price. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per
Share on the date the option is granted. For purposes of this Plan,
Fair Market Value shall be the average of the highest and lowest per
Share sales prices on the NASDAQ National Market System for the five
(5) trading days immediately preceding the date of grant, or the
particular date in question, as the case may be, in each case as
reported by NASDAQ.
(ii) Payment. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment shall be made in cash or,
unless otherwise determined by the Board, in Shares (provided that
such Shares have not been held for less than six months), which shall
have a Fair Market Value (determined in accordance with the rules of
paragraph (i) above) at least equal to the aggregate exercise price of
the Shares being purchased, or a combination of cash and Shares.
(ii) Exercisability and Term of Options. Options shall be
exercisable, in whole or in part, at all times during the period
beginning on the first anniversary of the date of grant until the
earliest of (x) ten years from the date of grant, or (y) the
expiration of the one year period provided in paragraph (iv) below.
(iv) Termination of Service as Eligible Director. If a
Participant who remains a director shall no longer qualify as an
Eligible Director as herein defined, all outstanding options
previously granted to that individual shall be exercisable in whole or
in part for a period of one year from the date upon which such
Participant ceases to be an Eligible Director, provided that in no
event shall the options be exercisable beyond the period provided for
in paragraph (iii) above.
(v) Nontransferability of Options. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or the laws of
descent and distribution, and during the lifetime of the Participant
to whom an option is granted it may be exercised only by the
Participant or by the Participant's guardian or legal representative.
(vi) Listing and Registration. Each option shall be subject to
the requirement that if at any time the Board shall determine, in its
discretion, the listing, registration, qualification of the Shares
subject to option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of or in connection
with, the granting of such option or the issue or purchase of Shares
thereunder, no such option may be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to
the Board.
(vii) Option Agreement. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the
terms and provisions set forth herein and shall otherwise be
consistent with the provisions of the Plan.
6. Adjustment of and Changes in Shares
If a dividend or other distribution shall be declared upon the Shares of
the Company payable in Shares, the number of Shares set forth in Section 5, the
number of Shares then subject to any outstanding stock options under the Plan
and the number of Shares which may be issued under the Plan but are not then
subject to outstanding stock options on the date fixed for determining the
stockholders entitled to receive such stock dividend or distribution shall be
adjusted by adding thereto the number of Shares which would have been
distributable thereon if such Shares had been outstanding on such date.
If the outstanding Shares of the Company shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
Share set forth in Section 5, for each Share subject to any then outstanding
stock option pursuant to the Plan and for each Share which may be issued under
the Plan but which is not then subject to any outstanding stock option, the
number and kind of shares of stock or other securities into which each
outstanding Share shall be so changed or for which each such Share shall be
exchangeable.
In case of any adjustment or substitution as provided for in the first two
paragraphs of this Section 6, the aggregate option price for all Shares subject
to each then outstanding stock option prior to such adjustment or substitution
shall be the aggregate option price for all shares of stock or other securities
(including any fraction) to which such Shares shall have been adjusted or which
shall have been substituted for such shares.
No adjustment or substitution provided for in this Section 6 shall require
the Company to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
adjustment or substitution shall be eliminated and not carried forward to any
subsequent adjustment or substitution.
Except as provided in this Section 6, a grantee shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.
7. No Rights of Stockholders
Neither a Participant nor a Participant's legal representative shall be, or
have any of the rights and privileges of, a stockholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been validly
issued.
8. Change in Control
Upon a change in Control, all option rights that would become exercisable
through the Company's next annual stockholders' meeting following a Change in
Control will become immediately exercisable in full. If any event or series of
events constituting a Change in Control is abandoned, the effect thereof will be
null and the exercisability of option rights will be governed by the provisions
of the Plan described above. For purposes of the Plan, a "Change in Control"
shall mean the occurrence of any of the following events: (i) execution by the
Company of an agreement for the merger, consolidation or reorganization into or
with another corporation or other person, unless as a result of such transaction
not less than a majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such transaction are
held in the aggregate by the holders of securities entitled to vote generally in
the election of directors of the Company ("Voting Securities") immediately prior
to such transaction; (ii) execution by the Company of an agreement for the sale
or other transfer of all or substantially all of its assets to another
corporation or person, unless as a result of such transaction not less than a
majority of the combined voting power of the then- outstanding securities of
such corporation or person immediately after such transaction is held in the
aggregate by the holders of Voting Securities of the Company immediately prior
to such transaction; or (iii) the Company adopts a plan for the liquidation or
dissolution of the Company other than pursuant to a merger, consolidation or
reorganization which would not constitute a Change in Control, as described in
clause (i) above.
Notwithstanding the foregoing, to the extent necessary for an option right,
its exercise or the sale of the Common Stock acquired thereunder to be exempt
from Section 16(b) of the Exchange Act, except in the case of death or
disability, an optionee will not be entitled to exercise any option right
granted within six months prior to the occurrence of a Change in Control until
six months after the grant of such option right or until at least six months has
elapsed from the grant of such option right until the sale of the Common Stock
acquired upon its exercise.
9. Plan Amendments
The Plan may be amended by the Board, as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of stockholders
of the Company; (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 6, (ii) change the requirement of Section 5(d) that
option grants be priced at Fair Market Value, except as permitted by Section 6,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Sections 3 and/or 5 may not be amended more often
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act ("ERISA"), or the rules under either
such statute.
10. Effective Date and Duration of Plan
The Plan shall become effective on the day of the Company's Annual
Stockholders Meeting at which the Plan is approved by Stockholders. The Plan
shall terminate on December 31, 2004, unless the Plan is extended or terminated
at an earlier date by Stockholders or is terminated by exhaustion of the Shares
available for issuance hereunder.
11. Securities Law Matters
As a condition of receiving Option Rights the Company may require an
optionee to give written assurances that the optionee is acquiring the Common
Stock subject to the Option Right for investment and with no present intent to
sell or distribute such Common Stock and covering any other matters deemed
necessary or appropriate by the Company to comply with federal or state
securities laws. No Option Right may be accepted or exercised until any required
governmental registration, qualification, consent or approval is obtained as
specified in the Plan.
It is the intent of the Company that the Plan shall comply in all respects
with applicable provisions of Rule 16b-3 under the Securities Exchange Act of
1934 ("Exchange Act"), so that any grant of options to or other transaction by
an optionee who is subject to the reporting requirements of Section 16(a) of the
Exchange Act shall not result in short-swing profits liability under Section
16(b) (except for any transaction exempted under alternative Exchange Act rules
or intended by such optionee to be a non-exempt transaction). Accordingly, if
any provision of this Plan or any agreement relating to an option does not
comply with such requirements of Rule 16b-3 as then applicable to any such
transaction so that such an optionee would be subject to Section 16(b)
liability, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements, and the optionee shall be deemed to
have consented to such construction or amendment.
12. ERISA
The Plan is not subject to any provision of ERISA and is not qualified
under Section 401(a) of the Code, relating to pension plans and certain other
deferred compensation plans.
<PAGE>
EXHIBIT 4.3
FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT
<PAGE>
EXHIBIT 4.3
FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT
In consideration and appreciation for your valued service and for your
continued dedication to the growth of the Company, the Board of Directors hereby
grants you an Option to purchase the Common Stock of Continental Waste
Industries, Inc. within the guidelines and conditions set forth below:
Name: _________________________
Number of Shares
of Common Stock: ________ Shares
Date of Option Grant: ________________
Price Per Share: $_____
Vesting Period: ___% per monthly anniversary of Grant.
Fully vested on three-year anniversary
of Grant.
Time of Exercise
of Options: Anytime after portion has vested.
Term of Option: 5 years from date of Grant.
/s/ Carlos E. Aguero
Carlos E. Aguero, President
<PAGE>
EXHIBIT 4.4
FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT
<PAGE>
EXHIBIT 4.4
FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT
Continental Waste Industries, Inc. ("CWI"), through its Board of Directors,
had previously granted you certain options (the "Options") to purchase a set
number of shares of the Common Stock of CWI. That grant was subject to
adjustment in the event of a stock-split. As you know, CWI has recently
completed a 5- for-3 split of its common stock.
Since your Optons were granted to reward past (rather than future)
performance, the Board has determined that the number of shares for which your
Options may be exercised shall be proportionately increased, and the option
price (the amount you pay to exercise each Option) shall be proportionately
decreased. This is due in order to maintain the relative number and value of
your options following the split.
The following table addresses all of your current (i.e., unexercised and
unexpired) Options, as adjusted:
Name: _________________________
Number of Options
Before Split: ________ Shares
Number of Options
as Adjusted for Split: ________ Shares
Initial Issue Date: ________
Date of Expiration: ________
Exercise Price Before Split: $______
Exercise Price
as Adjusted for Split: $______
Vesting Description: Immediate
THIS CERTIFICATE SUPERSEDES AND REPLACES ANY AND ALL OPTION
CERTIFICATES ISSUED TO YOU ON THE INITIAL ISSUE DATE NOTED ABOVE.
/s/ Thomas A. Volini
Thomas A. Volini, Chairman, Board of Directors
<PAGE>
EXHIBIT 5
OPINION OF SHEFSKY FROELICH & DEVINE LTD.
<PAGE>
[Letterhead of SHEFSKY FROELICH & DEVINE LTD.]
April 2, 1996
Continental Waste Industries, Inc.
67 Walnut Avenue, Suite 103
Clark, NJ 07066
Re: Continental Waste Industries, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special securities counsel to Continental Waste
Industries, Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of the registration statement on Form S-8 (the
"Registration Statement"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") and
relating to the registration of 978,916 shares of the Company's common stock,
par value $0.0006 (the "Shares"). All of the Shares will be issued by the
Company upon the exercise of options granted by the Company under either the:
(i) Company's 1995 Employee Stock Option Plan (the "Employee Plan"); (ii) the
1995 Stock Option Plan for Outside Directors (the "Outside Director Plan"); or
(iii) pursuant to the exercise of options granted by the Company pursuant to
written agreements between the Company and various officers and employees
(present and former) of the Company.
For purposes of this opinion, we have reviewed the Registration Statement
and have examined the originals or copies certified or otherwise identified to
our satisfaction of: (i) the Company's Certificate of Incorporation, as amended
to date; (ii) the By-laws of the Company, as amended to date; (iii) records of
the corporate proceedings of the Company as we deemed necessary or appropriate
as a basis for the opinions set forth herein; and (iv) those matters of law as
we have deemed necessary or appropriate as a basis for the opinions set forth
herein. We have not made any independent review or investigation of the
organization, existence, good standing, assets, business or affairs of the
Company, or of any other matters. In rendering our opinion, we have assumed
without inquiry the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of these
documents submitted to us as copies.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws no or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in equity
or at law and the discretion of the court before which any proceeding therefore
may be brought.
We are admitted to the practice of law only in the State of Illinois and,
accordingly, we do no purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Illinois and the General Corporation Law of the
State of Delaware, as currently in effect.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Shares when
issued in accordance with the Employee Plan, the Outside Director Plan or the
individual employee agreements as the case may be, will be validly issued,
fully-paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose or furnished, or quoted to, or relied upon by
any other person, firm or corporation for any purpose without our prior express
written consent. Respectfully submitted,
/s/ SHEFSKY FROELICH & DEVINE LTD.
SHEFSKY FROELICH & DEVINE LTD.
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
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 February 20, 1996,
included in Continental Waste Industries, Inc.'s Form 10-KSB for the year ended
December 31, 1995.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 1, 1996
