FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECO2, Inc.
(Exact name of issuer as specified in its charter)
Delaware 11-3087145
(State or jurisdiction (IRS Employer
of incorporation) Identification No.)
20005 S.E. Hawthorne Road, Hawthorne, Florida 32640
(Address of Principal Executive Offices) (Zip Code)
ECO2 Employee Stock Payment Plan
(Full title of plan)
Charles D. Ledford, 20005 S.E. Hawthorne Road, Hawthorne, Florida 32640
(Name and address of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE* <F1>
<CAPTION>
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering price aggregate fee
be registered per share offering
price
<S> <C> <C> <C> <C>
Common 500,000 $1.50 $750,000 $259
Stock $.01
par value
<FN>
<F1>
*Computed in accordance with Rule 457(h).
</FN>
</TABLE>
The approximate date of the proposed sale of securities offered hereby is
on or after June 7, 1996.
Cross-Reference Sheet
As required by Item 501(b) of Regulation S-K, the following sets forth the
location of the disclosures required by Items 1 and 2 of Form S-8 in the
Section 10(a) Prospectus prepared in accordance with Rule 428 promulgated
under the Securities Act of 1933.
Form S-8
Item No. Location in Section 10(a) Prospectus
1 Plan Information
2 Registrant Information and Employee Plan
Annual Information
[Balance of page intentionally left blank]
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference and makes a part of this
registration statement the documents described in (a) - (c) below. In
addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this registration statement have been sold
or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from the date
of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the period ending
September 30, 1995, filed pursuant to Section 13(a) of the Exchange Act,
and containing audited financial statements for that period;
(b) All other reports filed by the Company pursuant to Section 13(a) of
the Exchange Act since September 30, 1995; and
(c) The description of the Company's Common Stock and Preferred Stock
contained in the Company's Registration Statement filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
Items 4 through 7
The information contained in Items 4 through 7 of the Company's Registration
Statement No. 33-79944 on Form S-8 is hereby incorporated herein by reference.
Item 8. Exhibits.
The Company has filed the following as exhibits to this registration
statement and has listed each by reference to the sequential subsection
numbers of Regulation S-K, Item 601(b):
Exhibit Item 601(b)
Number Number Description
5.1 5 Opinion of Blair & Roach Regarding
Legality of Securities Registered
24.1 24 Consent of Blair & Roach (contained
in the opinion of Blair & Roach filed
as Exhibit No. 5.1)
24.2 24 Consent of Millward and Company
Item 9. Undertakings.
The information contained in Item 9 of the Company's Registration Statement
No. 33-79944 on Form S-8 is hereby incorporated herein by this reference.
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 Hawthorne, State of Florida, on
this 30th day of April, 1996.
ECO2, Inc.
s/ Charles D. Ledford
Charles D. Ledford
President and Chief Executive Officer
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 dates indicated.
4/30/96 s/ Charles D. Ledford
Dated Charles D. Ledford, Director
President, Chief Executive Officer
(Principal Executive Officer), and
Chief Financial Officer (Principal
Financial and Accounting Officer)
4/30/96 s/ Vivian Ledford
Dated Vivian Ledford, Director
4/30/96 s/ Denis Lampiasi
Dated Denis Lampiasi, Director
May 31, 1996
United States Securities and Exchange Commission
450 5th Street NW
Judiciary Plaza
Washington, D.C. 20549
Re: ECO2, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been requested by ECO2, Inc. a Delaware corporation ("Company"),
to furnish you with our opinions as to the matters hereinafter set forth
in connection with the proposed registration under the Securities Act
of 1933, as amended ("Act"), and the rules and regulations promulgated
thereunder ("Rules"), of 500,000 shares ("Shares") of the Company's
Common Stock, $.01 par value, for issuance by the Company to certain
of the Company's past or present employees pursuant to the ECO2
Employee Stock Payment Plan.
In this connection, we have examined the Registration Statement proposed
to be filed with the Securities and Exchange Commission ("Commission"),
and originals, or copies authenticated to our satisfaction, of: (a)
the Restated Certificate of Incorporation and By-Laws of the Company,
as amended; (b) records of proceedings of the Board of Directors of
the Company; and (c) such other documents of the Company and/or
public officials or others as we have deemed necessary to form a
basis for the opinions hereinafter expressed.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares, when issued
and delivered to eligible Plan participants free of any and all escrow
restrictions, in accordance with the terms and conditions of the Plan,
will be legally issued, fully paid and non-assessable.
The opinions herein expressed are as of the date of this letter and are
subject to appropriate modification as to events occurring after such
date. We express no opinion as to any matter not expressly stated
herein and express no opinion concerning any law other than the law
of the State of Delaware and the Federal law of the United States.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement. In giving this consent we do not thereby
admit that we come within the category of persons whose consent is
required by the Act or the Rules.
Very truly yours,
/s/ John N. Blair
John N. Blair
JNB/ljb
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of ECO2, Inc. and subsidiaries on Form S-8 of our report dated November 10,
1995, on the consolidated financial statements and the financial statement
schedules included in or incorporated by reference in the ECO2, Inc. and
subsidiaries Annual Report on Form 10-K at September 30, 1995 and for the
fiscal year then ended. We also consent to the reference to our firm under
the caption "Experts" contained in the registration statement.
s/ Millward & Co, CPAs
MILLWARD & CO, CPAs
Fort Lauderdale, Florida
May 1, 1996
