As filed with the Securities and Exchange Commission on July 18, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL TECHNOLOGIES CORP.
(exact name of registrant as specified in its charter)
Delaware 5169 22-3005943
(State or other
jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification No.)
550 James Street
Lakewood, New Jersey 08701
(908) 370-3400
(Address, including zip code, and telephone number, including area code, of
registrant's principal offices)
GEORGE C. CANNAN
Chairman
Environmental Technologies Corp.
550 James Street
Lakewood, New Jersey 08701
(908) 370-3400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(908) 549-5600
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
_____
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. _____
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. _____
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of each Class Amount Offering Aggregate Amount of
of Securities to be to be Price per Offering Registration
Registered Registered Share (1) Price Fee
___________________ __________ _________ _________ ____________
Common Stock, 1,391,699 $9.25 $12,451,480 $4,293.61
par value $.01
per share
(1) The shares of Common Stock to be registered consist of (a) 1,150,000
shares issued to the former stockholders of FulCircle Recyclers, Inc.
("FulCircle") in consideration of the acquisition of all of the outstanding
stock of FulCircle from such stockholders and (b) 241,699 shares issuable
upon the exercise of the registrant's outstanding common stock purchase
warrants. The offering price of the 1,150,000 shares issued to the former
stockholders of FulCircle is $9.75 per share pursuant to the Agreement by which
such shares are being issued. The outstanding warrants have exercise prices
of $7.125 per share (96,699 warrants), $7.50 per share (100,000 warrants), $8.00
per share (15,000 warrants), $8.125 per share (15,000 warrants) and $8.875
per share (15,000 warrants).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
ENVIRONMENTAL TECHNOLOGIES CORP.
Cross Reference Sheet
Form S-3 Item No. and Caption Prospectus Caption
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................ Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus................... Inside Front Cover;
Outside Back Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges... Prospectus Summary;
The Company
4. Use of Proceeds...................... Use of Proceeds
5. Determination of Offering Price...... Not Applicable
6. Dilution............................. Not Applicable
7. Selling Security Holders............. Selling Stockholders
8. Plan of Distribution................. Outside Front Cover Page;
Plan of Distribution
9. Description of Securities
to be Registered..................... Not applicable
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes.................... Not Applicable
12. Incorporation of Certain Information
by Reference........................ Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities......................... Not Applicable
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 18, 1996
PROSPECTUS
ENVIRONMENTAL TECHNOLOGIES CORP.
1,391,699 SHARES OF COMMON STOCK
Of the 1,391,699 shares of Common Stock, par value $.01 per
share (the "Shares") of Environmental Technologies Corp., a
Delaware corporation (the "Company") offered hereby, 241,699
shares offered by the Company (the "Company Shares") and
1,150,000 are offered by certain Selling Stockholders, as
defined herein (the "Selling Stockholder Shares"). The Company
will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. See "Selling Stockholders" and
"Plan of Distribution." The expenses incurred in connection
with this offering are being borne by the Company and the
Selling Stockholders proportionate to the number of shares
offered by each.
The Company Shares represent shares issuable upon exercise
of certain warrants currently outstanding. The Company has been
advised by the Selling Stockholders that there are no
underwriting arrangements with respect to the sale of the
Shares, that the Shares may be sold from time to time in the
over-the-counter market at then prevailing prices or in
privately negotiated transactions, and that usual and customary
brokerage fees may be paid by the Selling Stockholders in
connection therewith. See "Selling Stockholders" and "Plan of
Distribution."
The Company's Common Stock is quoted on the NASDAQ National
Market System under the symbol "EVTC." On July 17, 1996, the
closing price for the Common Stock was $10.50 as reported by
NASDAQ.
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 , 1996.
<PAGE>
No dealer, salesperson or other person is authorized in
connection with any offering made hereby to give any information or
to make any representation not contained in this Prospectus, and,
if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the Shares to any person in any
jurisdiction in which it is unlawful to make such an offer or
solicitation to such person. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained
herein is correct as of any date subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the
Commission located at 500 West Madison Street, Chicago, Illinois
60601 and 7 World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Company's Common Stock is quoted on the
NASDAQ National Market System, and such reports, proxy statements
and other information can also be inspected at the offices of
NASDAQ Operations, 1735 K Street, N.W., Washington, D.C.
The Company has filed with the Commission a registration
statement on Form S-3 (copies of which may be obtained from the
Commission at its principal office in Washington, D.C. upon payment
of the changes prescribed by the Commission, together with all
amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to
the Registration Statement and the exhibits thereto. Statements
contained in this Prospectus as to the contents of any contract or
any other documents are not necessarily complete and, in each such
instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each
such statement being qualified by such reference.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-20986) are
hereby incorporated by reference in this Prospectus, except as
otherwise superseded or modified herein:
(a) The Company's Proxy Statement for its Annual and Special 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 Report on Form 10-Q for the
quarter ended March 31, 1996.
(d) The Company's Current Report on Form 8-K dated December
30, 1995, as amended.
(e) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-1 filed
October 20, 1992, with the Commission, as amended
(Registration No. 33-53496).
(f) 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 any 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 documents 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.
509 Manida Street
Bronx, New York 10474
Attention: Richard G. Schmeling
Vice President-Finance and Chief Financial Officer
(718) 328-3100
<PAGE>
OFFERING SUMMARY
The following summary is qualified in its entirety by the
detailed information and financial statements appearing elsewhere
in this Prospectus.
THE COMPANY
The Company is engaged in the marketing and sale of
refrigerants, refrigerant recovery and reclaiming services and the
manufacture and distribution of refrigerant recycling and recovery
equipment. In December 1995, the Company acquired all of the
outstanding capital stock of FulCircle Recyclers, Inc.
("FulCircle"). FulCircle recycles and disposes fluorescent
lighting fixtures of the type commonly found in office, industrial
and institutional buildings. In particular, FulCircle manages the
recycling and disposal of ballasts, a principal component of such
fixtures, which frequently contain hazardous compounds. The
Company has facilities in New Jersey, Texas, Illinois and
California and FulCircle operates in the Bronx, New York.
The Company acquired the outstanding capital stock of
FulCircle from the Selling Stockholders, to whom it issued the
1,150,000 shares of Selling Stockholder Stock offered by this
prospectus as the purchase price for such acquisition. Pursuant to
the agreement by which such acquisition occurred, the Company
agreed to register the Selling Stockholders' Stock for sale under
the Securities Act of 1933, as amended, at the expense of the
Company.
The Company Shares consist of shares of Common Stock issuable
by the Company upon the exercise of certain outstanding warrants
(the "Warrants") which expire at dates between July 1999 and
February 2000.
THE OFFERING
Shares of Common Stock Offered
by the Company............................ 241,699 Shares
Shares of Common Stock Offered
by the Selling Stockholders............... 1,150,000 Shares
Use of Proceeds............................. The proceeds from
the sale of the
Company Shares will
be used to repay
indebtedness for
general corporate
purposes. The
Company will receive
none of the proceeds
from the sale of the
Selling Stockholder
Shares.
NASDAQ National Market System Symbol........ EVTC
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the Selling Stockholder Shares. If all of the Warrants were
exercised, the proceeds to the Company would be $1,813,980. The
Company will use any such proceeds to repay indebtedness and for
general corporate purposes.
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholder Shares are being registered pursuant
to the terms of the Company's Registration Rights Agreement with
the Selling Stockholders dated as of December 30, 1995. None of
the Selling Stockholders has ever held any position or office with
the Company or has had any other material relationship with the
Company except that Carlos Aguero and B. Brinkerhoff McCagg are
directors of the Company and Mr. McCagg is Chief Executive Officer.
In addition, Mitchell L. Dong was a director and president of the
Company from January to June, 1996. The following table sets forth
certain information with respect to the beneficial ownership of the
Shares by the Selling Stockholders:
Beneficial
Ownership
of Shares Beneficial
of Common No. of Ownership of
Stock Shares to Shares of
Name of Selling Prior be Offered Common Stock
Stockholder to Sale for Sale After Sale
_______________ __________ __________ ____________
Mitchell L. Dong 158,700 158,750 0
B. Brinkerhoff McCagg 281,750 281,750 0
The Mia Lang Dong Trust 44,850 44,850 0
The Olivia Oylan Dong
Trust 44,850 44,850 0
The Celine LaFoley Dong
Trust 44,850 44,850 0
Carlos E. Aguero and
Dagmara Pablo Aguero 468,613 468,613 0
Dagmara Pablo Aguero
a/c/f Kristen E. Aguero 2,162 2,162 0
Dagmara Pablo Aguero
a/c/f Diana K. Aguero 2,162 2,162 0
Royce Barker 28,750 28,750 0
Bryan Barker 14,375 14,375 0
Diana Lake 7,188 7,188 0
Michael Drury 28,750 28,750 0
Aldo Pablo 23,000 23,000 0
PLAN OF DISTRIBUTION
Although the Company has been advised by the Selling
Stockholders that there are no underwriting arrangements with
respect to the sale of the Shares, pursuant to this registration
the Selling Stockholders may choose to sell all or a portion of the
Shares from time to time as market conditions permit in the over-
the-counter market, or otherwise, at prices and terms then
prevailing or at prices related to the then-current market price,
or in negotiated transactions.
The Shares may be sold by one or more of the following
methods, without limitation: (a) block trades in which a broker or
dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) ordinary brokerage transactions
and transactions in which the broker solicits purchases; and (d)
face-to-face transactions between sellers and purchasers without a
broker/dealer. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers
to participate. Such broker or dealers may receive commissions or
discounts from Selling Stockholders in amounts to be negotiated.
Such brokers and dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of
the 1933 Act in connection with such sales.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been
passed upon by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel,
Woodbridge, New Jersey.
EXPERTS
The consolidated financial statements of the Company as of
September 30, 1995, and for the year then ended, have been
incorporated by reference in this Prospectus in reliance upon (i)
the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by referenced in this Prospectus, and
which report is included in Environmental Technologies Corp.'s
Proxy Statement, dated June 27, 1996, for its Annual and Special
meeting of stockholders to be held July 17, 1996, for its Annual
and Special meeting of stockholders to be held July 17, 1996 and
(ii) the report of Plante & Moran, and upon the authority of said
firms as experts in accounting and auditing. The report of KPMG is
dated December 15, 1995, except as to note 1(b) which is as of
December 31, 1995.
<PAGE>
No dealer, salesperson or
other person has been
authorized to give any
information or to make any
representations in connection
with this offering other than ENVIRONMENTAL TECHNOLOGIES CORP.
those contained in this
Prospectus and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not 1,391,699 Shares of
constitute an offer to sell or Common Stock
a solicitation of an offer to
buy by anyone in any
jurisdiction in which such
offer or solicitation is not
authorized, or in which the
person making such offer or
solicitation is not qualified
to do so, or to any person to
whom it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that here has not
been any change in the affairs
of the Company since the date
hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of ____________________________
Certain Documents
by Reference 3 PROSPECTUS
Offering Summary 4 ____________________________
The Company 4
The Offering 4
Use of Proceeds 5 July , 1996
Selling Stockholders 6
Plan of Distribution 7
Legal Matters 7
Experts 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates expenses in connection with the
offering described in this Registration Statement will be as
follows:
Item Amount
Securities and Exchange Commission Registration Fee $ 4,938.01
Printing and Engraving Expenses 500.00
Accountants' Fees and Expenses 1,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 561.99
Total $12,000.00
Item 15. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification
of Directors and Officers" in the Company's Form S-1 Registration
Statement No. 33-53496 is incorporated herein by reference.
Item 16. Exhibits.
Exhibit Number Description of Document
(1) Filed as an exhibit to the Company's Registration Statement on
Form S-1 filed October 20, 1992, and amendments thereto,
Registration No. 33-53496.
4 Specimen of stock certificate for shares of Common
Stock.
(2) Attached to this Registration Statement:
5 Form of Opinion of Greenbaum, Rowe, Smith, Ravin
Davis & Himmel - page II-8
23.1 Consent of KPMG Peat Marwick LLP - Page II-6
23.2 Consent of Plante & Moran LLP - Page II-7
23.3 Consent of Greenbaum, Rowe, Smith, Ravin
Davis & Himmel (included in Exhibit 5)
24 Power of Attorney - Page II-5
Item 17. Undertakings.
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 that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been
advised that in the opinion the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 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 express in the Act and will be governed by
the final adjudication of such issue.
The undersigned registrant 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 the 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 the Registration
Statement; and
(iii) 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;
provided however that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the Registration Statement is on
Form S-3 or Form S-8 and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable ground to believe
that it meets all of the requirements for filing on Form S-3 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 the 18th day of July,
1996.
ENVIRONMENTAL TECHNOLOGIES CORP.
By:/S/ George Cannan, Sr.
George Cannan, Sr., Chairman
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/ George Cannan, Sr. Chairman and Director, July 18, 1996
GEORGE CANNAN, SR. (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
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George Cannan, Sr.
or Richard G. Schmeling 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 and any other regulatory
authority, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing
requisite and necessary to be one 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 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 by the following
persons in the capacities and on the date indicated:
Signature Title Date
/S/ George Cannan, Sr. Chairman and Director, July 18, 1996
GEORGE CANNAN, SR. (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
<PAGE>
Exhibit 23.1
Accountants' Consent
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 17, 1996
<PAGE>
Consent of Independent Public Accountants
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 the
Form S-3 registration statement dated July 3, 1996.
Plante & Moran, LLP
July 3, 1996
Benton Harbor, Michigan
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Document Page
5 Form of Opinion of Greenbaum,
Rowe, Smith, Ravin Davis & Himmel II-8
23.1 Consent of KPMG Peat Marwick LLP II-6
23.2 Consent of Plante & Moran LLP II-7
23.3 Consent of Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel (included in
Exhibit 5)
24 Power of Attorney II-5
<PAGE>
EXHIBIT 5
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
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-3
(Registration No. 33- ), covering the registration of
1,391,699 shares of common stock, par value $.01 per share ("Common
Stock"). We have been asked to issue an opinion as to whether the
Common Stock being registered will, when sold, 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 had 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 are duly authorized, issued
and full paid and non-assessable, and the issuance of such shares
by the Company 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
