As filed with the Commission on October 29, 1999 File No.
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(Name of small business issuer in its charter)
Delaware 68-0195770
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
629 J Street, Sacramento, California 95814
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(Address and zip code of principal executive offices)
ALTERNATIVE TECHNOLOGY RESOURCES, INC. 1997 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION FOR EDWARD LAMMERDING
(Full title of the plan)
James W. Cameron, Jr., Chief Executive Officer
Alternative Technology Resources, Inc.
629 J Street
Sacramento, California 95814
916-325-9370
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Daniel B. Eng, Esq.
Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, California 95814
Telephone: 916-442-0400
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price per offering price Amount of
to be registered registered share registration fee
Common Stock, par value $0.01 3,020,000 $1.86(1) $5,617,200 $1,562
=================================== =============== ============= ============== =================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457 of the Securities Act of 1933 based on the average high and low
prices as of October 26, 1999.
<PAGE>2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Small Business Issuer Information and Employee Plan Annual
Information. *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
Rule 424 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the small business issuer, are hereby
incorporated by reference in this Registration Statement:
1. The small business issuer's Annual Report on Form 10-KSB for
the year ended June 30,1999.
All documents subsequently filed by the small business issuer
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 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation to indemnify its directors, officers, employees
and agents under certain circumstances. Article Seventh of the small business
issuer's Amended and Restated Certificate of Incorporation provides that the
small business issuer shall indemnify to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as amended from
time to time, all persons whom it may indemnify pursuant thereto. Article Sixth
of the Amended and Restated Certificate of Incorporation further provides that
no director of the small business issuer shall be personally liable to the small
business issuer or its stockholders for monetary damages for any breach of
fiduciary duty as a director; provided, however, that such clause shall not
<PAGE>3
apply to any liability of a director (1) for any breach of the director's duty
of loyalty to the small business issuer or its stockholders, (2) for acts or
omissions that are not in good faith or involve intentional misconduct or a
knowing violation of the law, (3) under Section 174 of the General Corporation
Law of the State of Delaware, or (4) for any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this 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 this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the small business issuer
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
<PAGE>4
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the small
business issuer 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 Sacramento, State of California, on October 25,
1999.
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
By: /s/ JAMES W. CAMERON, JR.
---------------------------------------
James W. Cameron, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated:
Signatures Date
/s/ JAMES W. CAMERON, JR.
- ------------------------------------------ October 25, 1999
James W. Cameron, Jr., Chief Executive
Officer and Director (Principal Executive
Officer)
/S/ EDWARD L. LAMERDING
- ------------------------------------------ October 25, 1999
Edward L. Lammerding, Chairman of the Board
(Principal Financial and Accounting Officer)
/S/ THOMAS W. O'NEIL, JR.
- ------------------------------------------ October 25, 1999
Thomas W. O'Neil, Jr., Director
/S/ W. ROBERT KEEN
- ------------------------------------------ October 25, 1999
W. Robert Keen, Director
<PAGE>6
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Bartel Eng Linn & Schroder
23.1 Consent of Ernst & Young
23.2 Consent of Bartel Eng Linn & Schroder
(included in Exhibit 5.1)
October 25, 1999
Board of Directors
Alternative Technology Resources, Inc.
629 J Street
Sacramento, CA 95814
RE: Alternative Technology Resources, Inc.
Form S-8
Gentlemen:
We act as counsel to Alternative Technology Resources, Inc. (the
"Company"), a Delaware corporation, in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 3,020,000
shares of the Company's Common Stock (the "Shares") which will be issued by the
Company pursuant to its 1997 Stock Option Plan.
For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, 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 such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Registration Statement, including all
amendments thereto.
Our opinion is limited solely to matters set forth herein. Attorneys
practicing in this firm are admitted to practice in the State of California and
we express no opinion as to the laws of any other jurisdiction other than the
laws of the State of Delaware and the laws of the United States.
<PAGE>
Based upon and subject to the foregoing, after giving due regard to such
issues of law as we deemed relevant, and assuming that (i) the Registration
Statement becomes and remains effective, and the prospectus which is a part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfill all of the requirements of the Securities Act, throughout all
periods relevant to the opinion, and (ii) all offers and sales of the Shares
will be made in compliance with the securities laws of the states having
jurisdiction thereof, we are of the opinion that the Shares to be issued
pursuant to the Plans upon receipt of adequate consideration will be legally
issued, fully paid and nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit to
the Registration Statement and any amendment thereto. By giving such consent, we
do not thereby admit that we come within the category of persons where consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission.
Very truly yours,
BARTEL ENG LINN & SCHRODER,
a Law Corporation
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Alternative Technology Resources, Inc. 1997 Stock Option
Plan, Non-Statutory Stock Option for Edward Lammerding of our report dated
August 17, 1999 (except for Note 8, as to which the date is August 31, 1999)
with respect to the financial statements of Alternative Technology Resources,
Inc. included in its Form 10-KSB for the year ended June 30, 1999, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
October 26, 1999
