As filed with the Securities and Exchange Commission on January 31, 1997.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
ENERGY RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
New York 06-0853042
(State of Incorporation) (IRS Employer Identification No.)
3 Great Pasture Road, Danbury, Connecticut 06813
(Address of principal executive offices) (zip code)
Energy Research Corporation 1988 Stock Option Plan, as amended
(Full title of Plans)
Dr. Bernard S. Baker, President
Energy Research Corporation
3 Great Pasture Road, Danbury, Connecticut 06813
(203) 792-1460
(Name and address of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered Registered (1) per share (2) price Registration fee
<S> <S> <S> <S> <S>
Common Stock
$.0001 par value 200,000 $11.875 $2,375,000 $720.00
</TABLE>
(1) Represents 200,000 additional shares of Common Stock issuable upon
exercise of options granted or to be granted under the Registrant's 1988
Stock Option Plan, as amended. Such presently indeterminable number of
additional shares of Common Stock are also registered hereunder as may
be issued in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other similar change
in Common Stock.
(2) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, on the
basis of the average high and low prices for the Registrant's Common
Stock on the Nasdaq National Market on January 29, 1997.
=========================================================================
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also incorporates by reference and serves as Post-Effective
Amendment No. 1 to Registration Statement No. 33-77008 on Form S-8,
filed with respect to 400,000 shares of Common Stock issuable upon
exercise of options granted or to be granted under the Registrant's
1988 Stock Option Plan, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
- ------ --------
Number Description
- ------ -----------
4.1 Certificate of Incorporation of the Registrant, as amended -
Filed as Exhibit 3.1 to the Registrant s Registration Statement
on Form S-1 (File No. 33-47233) dated April 14, 1992.*
4.2 Restated By-Laws of the Registrant - Filed as Exhibit 3.2 to
the Registrant s Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1992, dated January 20, 1993.*
4.3 Specimen Certificate of Common Stock - Filed as Exhibit 7 to the
Registrant s Registration Statement on Form 8-A dated June
12, 1992.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Blum, Shapiro & Co.
23.3 Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Energy Research Corporation 1988 Stock Option Plan, as amended -
Filed as Exhibit 10.21 to the Registrant s Amendment No.
1 to its Registration Statement on Form S-1 (File No. 33-47233)
dated June 1, 1992.*
99.2 Amendment to the Registrant s 1988 Stock Option Plan - Filed
as Exhibit 10.42 to the Registrant s Quarterly Report on Form
10-Q for the period ended April 30, 1996.*
______________
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
II-2
<PAGE>
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 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 Danbury, State of Connecticut,
on January 17, 1997.
ENERGY RESEARCH CORPORATION
/s/ Bernard S. Baker
By: __________________
Bernard S. Baker
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Bernard S. Baker and Louis P. Barth
and each of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact 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 or all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
___________ ______ ____
/s/ Bernard S. Baker January 17, 1997
____________________
Bernard S. Baker President, Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Louis P. Barth
__________________ January 17, 1997
Louis P. Barth
Senior Vice President,
Chief Financial Officer,
Corporate Secretary
(Principal Financial and
Accounting Officer)
/s/ Thomas L. Kempner Director January 17, 1997
_______________________
Thomas L. Kempner
/s/ Warren D. Bagatelle Director January 17, 1997
_______________________
Warren D. Bagatelle
/s/ Hansraj C. Maru Director January 17, 1997
_______________________
Hansraj C. Maru
/s/ William A. Lawson Director January 17, 1997
_______________________
William A. Lawson
II-3
<PAGE>
/s/ Richard M.H. Thompson Director Janaury 17, 1997
_______________________
Richard M.H. Thompson
/s/ Michael Bode Director January 17, 1997
_______________________
Michael Bode
/s/ James D. Gerson Director January 17, 1997
_______________________
James D. Gerson
/s/ Christopher R. Bentley Director January 17, 1997
_________________________
Christopher Bentley
II-4
<PAGE>
Exhibit Index
Number Description Reference
______ ___________ _________
4.1 Certificate of Incorporation of the Registrant,
as amended - Filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(File No. 33-47233) dated April 14, 1992.*
4.2 Restated By-Laws of the Registrant - Filed as
Exhibit 3.2 to the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended
October 31, 1992, dated January 20, 1993.*
4.3 Specimen Certificate of Common Stock -
Filed as Exhibit 7 to the Registrant's Registration
Statement on Form 8-A dated June 12, 1992.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Blum, Shapiro & Co.
23.3 Consent of Brown, Rudnick, Freed & Gesmer
is included in their legal opinion filed
as Exhibit 5 hereof.
24 Power of Attorney (included on the signature
page of this Registration Statement).
99.1 Energy Research Corporation 1988 Stock Option
Plan, as amended - Filed as Exhibit 10.21 to the
Registrant's Amendment No. 1 to its Registration
Statement on Form S-1 (File No. 33-47233) dated
June 1, 1992.*
99.2 Amendment to the Registrant s 1988 Stock Option Plan
- Filed as Exhibit 10.42 to the Registrant's Quarterly
Report on Form 10-Q for the period ended April 30,
1996.*
______________
* Not filed herewith. In accordance with Rule 411 promulgated pursuant
to the Securities Act of 1933, as amended, reference is made to the
documents previously filed with the Commission, which are incorporated
by reference herein.
II-5
<PAGE>
January 30, 1997
Energy Research Corporation
3 Great Pasture Road
Danbury, CT 06813
Re: Energy Research Corporation
Registration Statement on Form S-8
___________________________________
Ladies and Gentlemen:
We are general counsel to Energy Research Corporation, a New
York corporation (the "Company"). We have been asked to
deliver this opinion in connection with the preparation and
filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration
Statement") relating to 200,000 additional shares of the
Company's Common Stock, $.0001 par value (the "Shares")
issuable upon exercise of options granted or to be granted
under the Company's 1988 Stock Option Plan as amended (the
"Plan").
The Plan was adopted by the Board of Directors and
approved by the stockholders of the Company on February 24,
1988.
In connection with the opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the following documents
(collectively, the "Documents"):
1. a copy of the Restated Certificate of Incorporation
of the Company, as amended, as in effect on the date
hereof;
2. a copy of the By-laws of the Company as in effect on
the date hereof;
3. certificates of the Secretary of the Company with
respect to the votes of the Board of Directors and
the stockholders of the Company relating to the
approval of the Plan;
4. the Plan; and
5. the Registration Statement.
In giving our opinion, we have relied as to matters of
fact upon certificates of public officials and officers of the
Company. For purposes of this opinion we have assumed without
any investigation (1) the legal capacity of each natural
person and (2) the genuineness of each signature, the
completeness and authenticity of each document submitted to us
as an original and the conformity to the original of each
document submitted to us as a copy.
<PAGE>
Our opinion hereafter expressed is based solely upon (1)
our review of the Documents, (2) discussions with certain
officers of the Company with respect to the Documents, (3)
discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein and (4)
such review of published sources of law as we have deemed
necessary.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized and, when
issued upon the proper exercise of options granted in
accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed
& Gesmer, P.C., a partner
By: /s/ Jayne M. Donegan
_______________________
Jayne M. Donegan, a Member
duly authorized
JMD/PJF
Exhibit 23.1
Consent of Independent Accountants
The Board of Directors
Energy Research Corporation:
We consent to incorporation by reference in the registration
statement on Form S-8 of Energy Research Corporation and
Subsidiaries of our report dated December 17, 1996, relating to the
consolidated balance sheets of Energy Research Corporation and
Subsidiaries as of October 31, 1996 and 1995, and the related
consolidated statements of income, changes in common shareholders'
equity and cash flows for the years then ended which report appears
in the October 31, 1996, annual report on Form 10-K of Energy
Research Corporation.
/s/ KPMG Peat Marwick, LLP
______________________
Stamford, CT
January 24, 1997
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
Energy Research Corporation:
We consent to incorporation by reference in the registration
statement on Form S-8 of Energy Research Corporation of our report
dated December 16, 1994, relating to the consolidated statements of
income, changes in common shareholders' equity and cash flows for
the year then ended October 31, 1994 of Energy Research Corporation
and Subsidiaries, which report is included in the Annual Report of
Energy Research Corporation on Form 10-K for the year ended October
31, 1996.
/s/ Blum, Shapiro & Co., P.C.
______________________
Stamford, CT
January 22, 1997
