As filed with the Securities and Exchange Commission on July 18, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL TECHNOLOGIES CORP.
(exact name of issuer as specified in its charter)
Delaware 22-3005943
(State of Incorporation) (IRS Employer I.D. No.)
550 James Street
Lakewood, New Jersey 08701
(Address of Principal (Zip Code)
Executive Offices)
Environmental Technologies Corp.
1992 Stock Option Plan
(Full title of the plan)
With copy to:
Mr. George Cannan, Sr., Chairman W. Raymond Felton, Esq.
Environmental Technologies Corp. Greenbaum, Rowe, Smith,
550 James Street Ravin, Davis & Himmel
Lakewood, New Jersey 08701 Metro Corporate Campus I
(908) 370-3400 P.O. Box 5600
(Name, address and telephone Woodbridge, New Jersey 07095
number of agent for service) (908) 549-5600
Appropriate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
| | maximum | maximum |
Title of Proposed | Amount | offering | aggregate | Amount of
securities to | to be | price per | offering | registration
be registered | Registered(1)| share (2) | price (2) | fee
| | | |
Common Stock; | | | |
no par value | | | |
per share |500,000 shares| $10.50 | $4,272,085 | $1,473.13
1) An undetermined number of additional shares may be issued as a result of
stock dividends, stock splits or other recapitalizations.
2) These shares of Common Stock represent the shares of Common Stock with
respect to which options have been granted under the 1992 Stock Option Plan.
Options to purchase 344,000 shares have been granted to certain of the
registrant's employees and directors at exercise prices from $6.00 to $10.50 per
share. The balance of 156,000 shares are to be offered at prices not presently
determinable. Pursuant to Rule 457(h), the offering price for such shares is
estimated solely for the purpose of determining the registration fee and is
based on the closing price of the Common Stock on July 15, 1996, $10.00, as
reported on the NASDAQ National Market System of the National Association of
Securities Dealers,Inc.
Page 1 of 19
Exhibit Index on Page 19<PAGE>
ENVIRONMENTAL TECHNOLOGIES CORP.
Cross Reference Sheet
Form S-8 Item No. and Caption Prospectus Caption Page
1. Plan Information.......... Introduction; Purpose and Administration
of Plan; Description of Options and Tax
Status 4
2. Registrant Information and
and Employee Plan Annual
Information............... Introduction; Purpose and Administration
of the Plan; Additional Information 4, 10
3. Incorporation of Documents
by Reference.............. Incorporation of Certain Information by
Reference 11
4. Description of Securities. Description of Capital Stock 8
5. Interests of Named Experts
and Counsel............... Not Applicable
6. Indemnification of
Directors and Officers.... Indemnification of Directors and Officers 9
7. Exemption From Registra-
tion Claimed.............. Not Applicable
8. Exhibits.................. Exhibits 12
9. Undertakings.............. Undertakings 12
<PAGE>
PROSPECTUS
ENVIRONMENTAL TECHNOLOGIES CORP.
1992 STOCK OPTION PLAN
___________________________________________
500,000 SHARES OF COMMON STOCK
($.01 PAR VALUE PER SHARE)
___________________________________________
Options for shares (the "Shares") of the common stock, $.01
par value per share (the "Common Stock") of Environmental Technologies
Corp. (the "Company") covered by this Prospectus have been, and may in
the future be, granted by the Company to employees (including officers)
of the Company under the 1992 Stock Option Plan (the "Plan"). Options
covering 374,000 Shares have been granted to certain employees of the
Company and additional options to acquire up to 126,000 shares remain
available for grant under the Plan. Each employee receiving an option
is offered the opportunity to purchase the number of Shares specified
in such option at a price and on the terms set forth therein.
The net proceeds of the offering covered hereby are not now
determinable as such proceeds will depend upon the number of shares
offered, the number of shares purchased, prevailing market prices and
expenses incurred.
It is advisable for an optionee to consult with legal counsel
concerning the securities and tax law implications of his acquisition
or disposition of shares under the Plan.
Any officer, director or beneficial owner of more than 10% of
the Company's common stock who holds an option under the Plan should
consider the applicability of Section 16 of the Securities Exchange Act
of 1934, as amended, in connection with the exercise of any such option
and the disposition of any of the Company's common stock acquired
thereby.
The principal executive office of the Company is located at 550
James Street, Lakewood, New Jersey 08701 and the telephone number of
such office is (908) 370-3400.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 18, 1996.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION .................................. 3
INTRODUCTION ........................................... 4
PURPOSE AND ADMINISTRATION OF THE PLAN ................. 4
DESCRIPTION OF OPTIONS AND TAX STATUS................... 5
Award of Options ................................. 5
Period of Plan; Amendments ....................... 5
Exercise Period .................................. 5
Vesting........................................... 6
Termination of Employment ........................ 6
Option Price ..................................... 6
Nontransferability ............................... 6
Federal Income Tax Treatment of Incentive and
Non-Qualified Stock Options ................ 7
RESTRICTIONS ON RESALE OF COMMON STOCK ................. 8
DESCRIPTION OF CAPITAL STOCK ........................... 8
General .......................................... 8
Common Stock ..................................... 8
Preferred Stock................................... 9
Transfer Agent.................................... 9
LEGAL MATTERS .......................................... 9
INDEMNIFICATION OF DIRECTORS AND OFFICERS .............. 9
ADDITIONAL INFORMATION.................................. 10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ...... 11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, Washington, D.C. 20049 and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60611. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. at prescribed rates.
The Common Stock is traded in the over-the-counter market on the
Automated Quotation System of the National Association of Securities
Dealers (symbol "EVTC"). Copies of all of the Company's reports, proxy
statements, and other information filed with the Commission are also
filed with the National Association of Securities Dealers, Inc. and can
be inspected at the appropriate office of such association.
This Prospectus omits certain information contained in the
Registration Statement on file with the Commission with respect to the
Shares offered hereby. The information omitted may be obtained from
the Commission's office at 450 Fifth Street, N.W., Washington, D.C.
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charge.
The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents
incorporated by reference in the Registration Statement of which this
Prospectus forms a part (excluding exhibits to such documents unless
specifically incorporated by reference). Requests for such copies
should be directed to the Corporate Secretary, Environmental
Technologies Corp., 550 James Street, Lakewood, New Jersey 08701, (908)
370-3400.
The Company furnishes its shareholders with annual reports
containing audited financial statements.
<PAGE>
INTRODUCTION
The Company has adopted the Plan pursuant to a resolution of its
Board of Directors effective July 24, 1992 and the approval by its
shareholders on July 24, 1992. Under the Plan, Shares may be offered
to employees, officers, directors and consultants of the Company in
accordance with the Plan as described herein. These offers are, or
will be, made at the prices and on the terms and conditions contained
in the respective stock option agreements between the Company and the
recipients of stock option grants.
The Company's principal executive offices and telephone number
are set forth on the Cover Page of this Prospectus.
Following is a summary of the Plan, which is qualified in its
entirety by reference to the Plan and certain other agreements which
have been filed previously with the Securities and Exchange Commission
and are incorporated by reference in the Registration Statement on
Form S-8 of which this Prospectus is a part.
PURPOSE AND ADMINISTRATION OF PLAN
The Company believes that the Plan provides valuable incentives
for employees of the Company by providing an opportunity for investment
in the Company's Common Stock as an inducement for such individuals to
remain with the Company, and thereby encouraging them to increase their
efforts to make the Company's business more successful. In accordance
with this belief, the Board of Directors of the Company adopted the
Plan, which was approved by the shareholders of the Company in July,
1992.
Pursuant to the Plan, 500,000 Shares are reserved for issuance
thereunder. In the event there is any change in the number of issued
shares of the Company without new consideration to the Company (such
as by stock dividends or stock splits) or in the event that the number
of outstanding shares of the Company is changed into or exchanged for
a different number of shares of Common Stock or other securities of the
Company or of another corporation, whether through reorganization,
recapitalization, split-up, combination of shares, merger or
consolidation, the number of Shares reserved for issuance under the
Plan, the number of Shares subject to any outstanding option and the
option price per Share of each outstanding stock option shall be
appropriately adjusted. In the event there is any change in the number
or kind of outstanding shares of Common Stock or of any shares or other
securities into which such shares of Common Stock have been changed or
exchanged, other than the transactions specified in this paragraph,
equitable adjustment in the options may be made in the sole discretion
of the Company's Board of Directors, which administers the Plan.
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
The Company will provide reports to participating employees as
to the amount and status of their accounts upon request.
DESCRIPTION OF OPTIONS AND TAX STATUS
The Plan provides for the grant of incentive and non-qualified
stock options. A description of these options and certain federal
income tax aspects associated therewith is set forth below. Because
tax results may vary due to individual circumstances, each participant
in the Plan is urged to consult his or her personal tax advisor with
respect to the federal and state tax consequences of the exercise of
an option or the sale of stock received upon the exercise thereof.
Award of Options
Options may be granted under the Plan to all employees
(including employees who are officers and/or directors) of the Company.
There is no specific limitation on the number of Shares with respect
to which options may be granted to any individual under the Plan.
However, the Plan provides that the aggregate fair market value,
determined at the time an option is granted, of the Common Stock with
respect to which incentive stock options are exercisable for the first
time by a participant during any calendar year (under all such plans
the Company has or may hereafter adopt) may not exceed $100,000.00.
Qualified stock options covering 374,000 Shares have been granted to
certain employees and directors of the Company.
Period of Plan; Amendments
No options may be granted under the Plan after July 24, 2002.
The Board of Directors may amend the Plan as it deems advisable. No
amendment may, without further approval of the shareholders of the
Company within twelve months before or after the date on which such
amendment was adopted, (a) increase the total number of Shares which
may be made the subject of options granted under the Plan, either in
the aggregate or to any individual employee, (b) change the manner of
determining the option price, (c) change the criteria of determining
which employees are eligible to receive options, (d) extend the period
during which options may be granted or exercised, (e) withdraw the
administration of the Plan from the Board of Directors, or (f) take any
action which requires shareholder approval under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or the Treasury
regulations (the "Regulations") promulgated thereunder.
Exercise Period
Options granted under the Plan are exercisable, when vested, in
such installments and for such periods as specified by the Board of
Directors at the time of grant, but may, in no circumstance, be
exercisable more than ten years after the date of grant. However,
incentive stock options granted to an employee who, prior to the date
of grant, holds more than 10% of the total combined voting power of all
classes of stock of the Company (or, if applicable, of any parent or
subsidiary corporations ("10% Shareholder")) may not be exercisable
more than five years from the date of grant. As of December 15, 1995,
no options granted under the Plan had been exercised.
Vesting
The Board of Directors determines the vesting schedule of
options at the time they are granted, with vesting to occur within a
period not greater than ten (10) years from the date of grant of the
option. Of the 374,000 options currently outstanding, 200,668 are
currently vested, 7,002 will vest in the year ending September 30,
1996, 66,666 vest in the year ending September 30, 1997, 59,664 vest
in the year ending September 30, 1998 and 40,000 vest in the year
ending September 30, 1999.
Termination of Employment
Outstanding options may be exercised during employment with the
Company or within three months after termination of employment with the
Company (other than by reason of death). If termination is by reason
of the death of an optionee, any option exercisable immediately prior
to the optionee's death may be exercised by the legal representative
or beneficiary of the optionee's estate within twelve months after the
death of the optionee (but not after the basic term of the option) with
respect to the number of Shares eligible for purchase on the date of
death.
Option Price
The Plan provides that the option price with respect to each
option will be determined by the Board of Directors, but, in the case
of incentive stock options, shall not be less than 100% (110%, in the
case of incentive stock options granted to 10% Shareholders) of the
fair market value of the Common Stock on the date the option is
granted. Payment of the option price shall be made in cash or
certified check.
Nontransferability
Each option granted under the Plan is not transferable by the
holder except by will or the laws of descent and distribution of the
State in which the holder is domiciled at the time of his or her death.
<PAGE>
Federal Income Tax Treatment of Incentive and Non-Qualified Stock
Options
Currently, an employee will not be deemed to have realized
income upon the grant of a non-qualified stock option unless the option
has a readily ascertainable fair market value at the time it is
granted. Generally, an employee will recognize ordinary income upon
the exercise of a non-qualified stock option (or, if the stock subject
to the option is restricted within the meaning of Code Section 83 and
the employee does not otherwise elect to recognize income upon the
exercise of the stock option, at such time as the Shares become
transferable or are no longer subject to a substantial risk of
forfeiture) in an amount equal to the excess (if any) of the fair
market value of the Shares purchased, at the time of exercise (or at
such later time when the stock is no longer restricted in the case of
restricted stock), over the exercise price. The Company will be
entitled to deduct an amount equal to the amount included as ordinary
income by the employee for the Company's taxable year which includes
the close of the employee's taxable year in which the income is
included by the employee. Options granted to officers, directors and
10% shareholders are deemed restricted for six (6) months from the date
of grant for purposes of the securities laws.
An employee will also not be deemed to have received income upon
the grant of an incentive stock option or, except as noted below, upon
the exercise of such option. Unless shares acquired upon exercise are
disposed of within two years of the date of grant or within one year
of exercise, upon the sale of such shares, the optionee will generally
recognize capital gain or loss measured by the difference between the
amount realized on the sale and the price paid for the shares. If a
sale is made prior to either of such dates, an optionee's gain on the
sale of the shares will be treated as ordinary income to the extent of
the lesser of (i) the excess of the fair market value of the shares at
the time of exercise over the option price and (ii) the excess of the
amount realized on the sale of stock over the option price. The
Company will be allowed a deduction at the time of sale in the amount
of the ordinary income recognized by the optionee. The balance of any
gain realized will be treated as long-term or short-term capital gain,
depending upon the length of time the shares were held by the optionee.
Generally, the excess of the fair market value of an incentive
stock option at the time of exercise (or, if the stock subject to the
option is restricted within the meaning of Code Section 83, at such
time as the shares become transferable or are not longer subject to a
substantial risk of forfeiture), over the option price constitutes an
item of tax preference for purposes of the alternative minimum tax.
Thus, under certain circumstances, the exercise of an incentive stock
option will result in a tax at the time of exercise.
There can be no assurance that the Code or the Regulations will
not be amended to change these tax consequences.
Reference should be made to the applicable provisions of the
Code and to the Regulations for more detailed information as to the tax
treatment of options granted pursuant to the Plan. Optionees should
consult their tax advisors with specific reference to their own tax
situations and with regard to potential changes in the applicable laws.
RESTRICTIONS ON RESALE OF COMMON STOCK
While the Plan does not place restrictions on resales of Shares
acquired thereunder, Shares acquired under the Plan by an "affiliate"
as that term is defined in Rule 405 under the Securities Act of 1933,
as amended (the "Act"), may only be resold pursuant to the registration
requirements of the Act, Rule 144, or another applicable exemption
therefrom. Generally, sales of securities, including Shares, are
subject to the antifraud provisions contained in federal and state
securities laws. Acquisitions (including acquisitions under the Plan)
and dispositions of Shares by an officer, director or certain
affiliates of the Company within any six-month period may give rise to
the right of the Company to recapture any profit from such transactions
pursuant to Section 16(b) of the Securities Exchange Act of 1934.
It is advisable for a participant to consult with legal counsel
concerning the securities law implications of his exercise of options
and his acquisition or disposition of Shares under the Plan.
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 10,000,000 shares of Common
Stock, $.01 par value per share, and 1,000,000 shares of Preferred
Stock, $.01 par value per share. As of the date of this Prospectus,
there are 4,000,411 shares of Common Stock outstanding. No shares of
Preferred Stock are currently outstanding.
Common Stock
The holders of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the
shares voting for the election of directors can elect all of the
directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of Common Stock
are entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after provision
has been made for each class of stock, if any, having preference over
the Common Stock. Holders of shares of Common Stock, as such, have no
conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock. All of the
outstanding shares of Common Stock are, and the shares of Common Stock
offered hereby, when issued against payment of the consideration set
forth in this Prospectus, will be, fully paid and nonaccessable.
Preferred Stock
The Company is authorized to issue preferred stock with such
designations, rights and preferences as may be determined from time to
time by the Board of Directors. Accordingly, the Board of Directors
is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the holders
of the Company's Common Stock and, in certain instances, could
adversely affect the market price of such stock. In the event of
issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. The Company has no present intention
to issue any shares of its preferred stock.
Transfer Agent
The registrar and transfer agent for the Company's Common Stock
is North American Transfer Company, 147 West Merrick Road, Freeport,
New York 11520.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Company by Greenbaum, Rowe,
Smith, Ravin, Davis & Himmel, Woodbridge, New Jersey.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors
under certain circumstances against expenses incurred in successfully
defending against a claim and authorizes Delaware corporations to
indemnify their officers and directors under certain circumstances
against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer
or director.
Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its
stockholders for monetary damages arising out of certain alleged
breaches of their fiduciary duty, Section 102(b)(7) provides that no
such limitation of liability may affect a director's liability with
respect to any of the following: (i) breaches of the director's duty
of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional
misconduct of knowing violations of law; (iii) liability for dividends
paid or stock repurchased or redeemed in violation of the Delaware
General Corporation Law; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does
not authorize any limitation on the ability of the corporation or its
stockholders to obtain injunctive relief, specific performance or other
equitable relief against directors.
Article VII of the Company's Amended and Restated Certificate
of Incorporation and Article Eight of the Company's By-Laws provide
that all persons who the Company is empowered to indemnify pursuant to
the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable
law at the time in effect), shall be indemnified by the Company to the
full extent permitted thereby. The foregoing right of indemnification
shall not be deemed to be exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
Article VII of the Company's Amended and Restated Certificate
of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for any monetary
damages for breaches of fiduciary duty as a director, provided that
this provision shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the Company or
its stockholders'; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived
an improper personal benefit.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Securities and Exchange Commission,
Washington, D. C., under the Securities Act of 1933. This Prospectus
omits certain of the information contained in the Registration
Statement and reference is hereby made to the Registration Statement
and to the exhibits relating thereto for further information with
respect to the Company and the securities to which this Prospectus
relates. Statements herein contained concerning the provisions of any
document are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 0-20986) are hereby incorporated by reference in this
Prospectus:
(a) The Company's Proxy Statement for its Special and Annual
Meeting of Stockholders to be held July 17, 1996
(including primary financial statements).
(b) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 (including secondary
financial statements).
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1995 and March 31, 1996.
(d) The Company's Current Report on Form 8-K dated September
30, 1995.
All documents subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act prior to the termination
of the offering to which this Prospectus relates shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such 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 the purposes
of this Prospectus 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 such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will furnish without charge to each person to whom
this Prospectus is delivered, upon his written or oral request, a copy
of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than exhibits to
such documents). Requests for such copies should be directed to:
ENVIRONMENTAL TECHNOLOGIES CORP.
550 James Street
Lakewood, New Jersey 08701
Attention: George Cannan, Sr.
Chairman
(908) 370-3400
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information called for by this item is incorporated herein
by reference to the information set forth under the captions
"Incorporation of Documents by Reference" set forth in the Prospectus
filed as part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
The information called for by this item is incorporated herein
by reference to the information set forth under the caption
"Indemnification of Officers and Directors" set forth in the Prospectus
filed as part of this Registration Statement.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4. Environmental Technologies Corp.
1992 Employee Stock Option Plan
5. Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
23.1 Consent of Plante & Moran, LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
(contained in Exhibit 5)
25. Power of Attorney
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual report
to shareholders for its latest fiscal year, unless such employee
otherwise has received a copy of such report on the written request of
the employee. If the latest fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the latest fiscal
year will be furnished to each such employee.
(2) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all employees participating in the Plan
and who do not otherwise receive such material as shareholders of the
registrant, at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and other
communications distributed to its shareholders generally.
(3) The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to any
participant in the plan who makes a written request, a copy of the then
latest annual report of the plan filed pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (Form 11-K). If such report is filed
separately on Form 11-K, such form shall be delivered upon written
request. If such report is filed as a part of the registrant's annual
report on Form 10-K, that entire report (excluding exhibits) shall be
delivered upon written request. If such report is filed as part of the
registrant's annual report to shareholders delivered pursuant to
paragraph (1) or (2) of this undertaking, additional delivery shall not
be required.
(4) The undersigned registrant hereby undertakes:
(i) that for the purpose of determining any liability
under the Securities Act of 1933 each such post-effective amendment and
each filing of the registrant's annual report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (or, where applicable,
each filing of the plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(ii) that all such new registration statements shall
comply with the applicable forms, rules and regulations of the
Commission in effect at the time such post-effective amendments or
annual reports are filed; and
(iii) 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 Plan.
(5) The undersigned registrant hereby undertakes 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; and
(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 the undertakings set forth in paragraphs (i)
and (ii) above 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 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.
<PAGE>
REGISTRANT 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 Township of Lakewood,
State of New Jersey, on this 10th day of July, 1996.
ENVIRONMENTAL TECHNOLOGIES CORP.
BY: /S/ George Cannan, Sr.
GEORGE CANNAN, SR., Chairman
POWER OF ATTORNEY
Each person whose signature appears on this page constitutes and
appoints George Cannan, Sr. his true and lawful attorney-in-fact and
agent, 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 (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 attorney-in-fact
and agent or his substitute or 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 below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/S/ George Cannan, Sr. Chairman and July 18, 1996
GEORGE CANNAN, SR. Director (Principal
Executive Officer)
/S/ Richard G. Schmeling Vice President, Finance July 18, 1996
RICHARD G. SCHMELING and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
/S/ B. Brinkerhoff McCagg Chief Executive July 18, 1996
B. BRINKERHOFF MCCAGG Officer, Director
/S/ George Cannan, Jr. Director July 18, 1996
GEORGE CANNAN, JR.
/S/ Caroline Costante Secretary, Director July 18, 1996
CAROLINE COSTANTE
/S/ John Stefiuk Director July 18, 1996
JOHN STEFIUK
/S/ Carlos E. Aguero Director July 18, 1996
CARLOS E. AGUERO
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Environmental Technologies Corp. 1992 Employee Stock Option Plan has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of
Lakewood, State of New Jersey, on this 18th day of July, 1996.
ENVIRONMENTAL TECHNOLOGIES CORP.
1992 Employee Stock Option Plan
By: Environmental Technologies
Corp., Administrator
BY: /S/ George Cannan, Sr.
GEORGE CANNAN, SR., Chairman
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
December 7, 1994 with respect to the consolidated balance sheet of
Environmental Technologies Corp. as of September 30, 1994 and the
related statements of income, stockholders' equity and cash flows for
the years ended September 30, 1994 and 1993 included in its annual
report on Form 10-K for the year ended September 30, 1995 filed with
the Securities and Exchange Commission, in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Environmental
Technologies Corp. 1992 Employee Stock Option Plan.
PLANTE & MORAN, LLP
July 3, 1996
Benton Harbor, Michigan
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Environmental Technologies Corp.
We consent to the use of our report, dated December 15, 1995, except
as to note 1(b), which is as of December 31, 1995, relating to the
consolidated financial statements of Environmental Technologies Corp.
and subsidiaries as of and for the year ended September 30, 1995 which
report is included in Environmental Technologies Corp.'s Proxy
Statement, dated June 27, 1996 for its Annual and Special Meetings of
Stockholders to be held July 17, 1996.
KPMG Peat Marwick LLP
Short Hills, New Jersey
July 9, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
4. Environmental Technologies Corp.
1992 Employee Stock Option Plan (a)
5. Opinion of Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel 20
23.1 Consent of Plante & Moran 17
23.2 Consent of KPMG Peat Marwick LLP 18
23.3 Consent of Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel (contained in
Exhibit 5)
25. Power of Attorney 15
(a) Incorporated by reference from Amendment No. 1 to Registration
Statement on Form S-1 (Exhibit 10.4) filed November 25, 1992 by
Environmental Technologies Corp.
<PAGE>
Exhibit 5
July 18, 1996
Environmental Technologies Corp.
550 James Street
Lakewood, New Jersey 08701
Re: Environmental Technologies Corp.
Gentlemen:
We have acted as counsel to Environmental Technologies Corp.,
a Delaware corporation (the "Company") in connection with the filing
by the Company of a Registration Statement on Form S-8 (Registration
No. 33- ), covering the registration of 500,000 shares of its
common stock ("Common Stock") in accordance with options issued
pursuant to the 1992 Stock Option Plan (the "Plan"). We have been
asked to issue an opinion as to whether the Common Stock being
registered will, when issued, be legally issued, fully paid, non-
assessable, and binding obligations of the Company.
As counsel to the Company, we have examined the Certificate
of Incorporation and By-Laws, as amended to date, and other corporate
records of the Company and have made such other investigations as we
have deemed necessary in connection with the opinion hereinafter set
forth. We have relied, to the extent we deem such reliance proper,
upon certain factual representations of officers and directors of the
Company given in certificates, in answer to our written inquiries and
otherwise, and, although we have not independently verified all of the
facts contained therein, nothing has come to our attention that would
cause us to believe that any of the statements contained therein are
untrue or misleading.
In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original documents
of all copies furnished to us. We have assumed that the corporate
records of the Company furnished to us constitute all of the existing
corporate records of the Company and include all corporate proceedings
taken by it.
Based solely upon and subject to the foregoing, we are of the
opinion that:
The shares of Common Stock have been duly authorized and
reserved for issuance and, when issued in accordance with the terms of
the Plan, will have been validly issued and will be fully paid and non-
assessable, and the issuance of such shares is not subject to any
preemptive or similar rights.
We hereby consent to the filing of this opinion as an Exhibit
to the aforesaid Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus.
Very truly yours,
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
