<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996
REGISTRATION STATEMENT NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MOLTEN METAL TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1659959
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400-2 TOTTEN POND ROAD
WALTHAM, MASSACHUSETTS 02154
(617) 487-9700
(Address, including zip code, and telephone number, including
area code of Registrant's principal executive offices)
---------------------
WILLIAM M. HANEY, III
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER
MOLTEN METAL TECHNOLOGY, INC.
400-2 Totten Pond Road
Waltham, Massachusetts 02154
(617) 487-9700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
with copies to:
ETHAN E. JACKS, ESQ.
Vice President and General Counsel
MOLTEN METAL TECHNOLOGY, INC.
400-2 Totten Pond Road
Waltham, Massachusetts 02154
(617) 487-9700
---------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
---------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE 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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES BEING REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 307,735 SHARES $31.25 $9,616,719 $3,316.10
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of determining the registration fee.
(2) Filing fee computed pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average of the high
and low sales prices of the Common Stock reported on the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System on September 16, 1996.
</TABLE>
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> 2
MOLTEN METAL TECHNOLOGY, INC.
<TABLE>
CROSS REFERENCE SHEET BETWEEN ITEMS IN PART I OF FORM S-3 AND THE PROSPECTUS
<CAPTION>
REGISTRATION STATEMENT
ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
----------------------- ---------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus ......................................... Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus ....................................................... Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges ........................................ Not Applicable
4. Use of Proceeds .................................................. Use of Proceeds
5. Determination of Offering Price .................................. Outside Front Cover Page of Prospectus
6. Dilution ........................................................ Not Applicable
7. Selling Security-Holders ......................................... Selling Stockholder
8. Plan of Distribution ............................................. Outside Front Cover Page of Prospectus;
Plan of Distribution
9. Description of Securities to be Registered ....................... Outside Front Cover Page of Prospectus;
Securities to be Offered
10. Interests of Named Experts and Counsel ........................... Legal Matters; Experts
11. Material Changes ................................................. Not Applicable
12. Incorporation of Certain Documents by Reference .................. Inside Front Cover Page of Prospectus
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities ................................... Not Applicable
</TABLE>
<PAGE> 3
SUBJECT TO COMPLETION DATED SEPTEMBER 20, 1996
PROSPECTUS
307,735 SHARES
[LOGO]
MOLTEN METAL TECHNOLOGY
COMMON STOCK
--------------------
All of the shares of Common Stock of Molten Metal Technology, Inc.
("MMT" or the "Company") offered hereby are being offered by a stockholder of
the Company (the "Selling Stockholder"). The Company will not receive any of the
proceeds of the sale of the shares offered hereby. For information respecting
the Selling Stockholder and the plan of distribution of the shares of Common
Stock, see "Selling Stockholder" and "Plan of Distribution" herein.
The Company has been advised by the Selling Stockholder that any of the
shares listed above which are sold pursuant to this offering will from time to
time be sold in transactions effected through brokers or to dealers through the
facilities of an exchange, in the over-the-counter market or in negotiated
transactions, or otherwise, in each case at prices satisfactory to the Selling
Stockholder. The Selling Stockholder and any such broker or dealer may be deemed
to be underwriters within the meaning of the Securities Act of 1933, as amended.
Normal commission expenses and brokerage fees are payable by the
Selling Stockholder. Expenses of the registration, issuance and distribution of
the shares offered hereby (other than commission expenses and brokerage fees)
will be borne by the Company.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES 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> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") 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 may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 5th Street, N.W., Washington,
D.C. 20549, as well as at the following regional offices: 7 World Trade Center,
Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549. In
addition, the Company is required to file electronic versions of these documents
with the Commission through the Commission's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system. The Commission maintains a World Wide
Web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Statements contained in this Prospectus as to the contents
of any contract or other document are not necessarily complete, and in each
instance, reference is made to the copy of such contract or other document, if
any, filed as an exhibit to the Registration Statement on Form S-3 of which this
Prospectus is a part, each such statement being qualified in all respects by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Prospectus by
reference:
The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1995 filed with the Securities and Exchange Commission
pursuant to Section 13 of the Exchange Act.
The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996.
The Company's Reports on Form 8-K dated April 19, 1996, April 29, 1996
and July 2, 1996.
The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Exchange Act dated December 24, 1992, including any amendment or report
filed for the purpose of amending such description.
All documents filed by the Company with the Commission after the date
of this Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of the offering of Common Stock covered by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be made a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for 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 to constitute a part of this
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on request, a copy of any or all of the
documents referred to herein that have been incorporated by reference, other
than exhibits to such documents. Requests for such copies should be directed to
Investor Relations, Molten Metal Technology, Inc., 400-2 Totten Pond Road,
Waltham, MA 02154 (Telephone No. (617) 487-9700).
2
<PAGE> 5
The documents incorporated herein by reference contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding, among other items, (i) the Company's growth
strategies; (ii) anticipated trends in the Company's business; (iii) the
Company's plans to construct CEP plants; and (iv) the Company's ability to enter
into contracts with potential customers and joint venture partners. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, certain of which are beyond
the Company's control. Actual results could differ materially from these
forward-looking statements as a result of various factors including, among
others (i) the effect of environmental regulation, (ii) the availability of
markets for recovered materials, (iii) future capital needs, (iv) dependence on
certain customers and (v) competition. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in any such documents will in fact transpire.
THE COMPANY
Molten Metal Technology, Inc., the issuer of the shares of Common Stock
offered hereby, has its principal executive offices at 400-2 Totten Pond Road,
Waltham, MA 02154. The telephone number of said offices is (617) 487-9700.
SELLING STOCKHOLDER
The Selling Stockholder is Lockheed Martin Corporation, a Maryland
corporation ("LMC"), with its principal office at 6801 Rockledge Drive,
Bethesda, MD 20817. The Selling Stockholder currently owns beneficially 307,735
shares of Common Stock, all of which shares (the "Offered Shares") are being
offered hereby. The Offered Shares were acquired by Lockheed Environmental
Systems & Technologies Co. ("LESAT"), which was merged on June 30, 1996 into
Lockheed Martin Advanced Environmental Systems, Inc., an indirect wholly-owned
subsidiary of LMC, in connection with the sale of certain assets of the Retech
division of LESAT and were then transferred by LESAT to the Selling
Stockholder. Pursuant to a Registration Rights Agreement between the Selling
Stockholder and the Company, the Selling Stockholder is entitled to certain
rights with respect to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of the Offered Shares.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that the
Offered Shares may be sold from time to time by the Selling Stockholder or by
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market, or otherwise at prices and at
terms then prevailing, or at prices related to the then-current market price, or
in negotiated transactions. The Offered Shares may be sold by one or more of the
following: (a) as a block trade in which the 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) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Stockholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Stockholder in amounts to be negotiated immediately prior to such sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of
3
<PAGE> 6
the Securities Act in connection with such sales. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 or Rule
144A promulgated under the Securities Act may be sold pursuant to such Rules
rather than pursuant to this Prospectus. Additional information in respect of
sales by transferees and successors in interest of the Selling Stockholder may
be set forth, if required, in prospectus supplements delivered from time to time
with this Prospectus. It is intended that this offering shall terminate on the
earlier of (i) the sale of all the shares of Common Stock registered hereby or
(ii) September 30, 1998.
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being offered by
the Selling Stockholder. The Company will not receive any of the proceeds of the
sale of the shares offered hereby.
SECURITIES TO BE OFFERED
The securities offered hereby consist of shares of the Company's
Common Stock, par value $.01 per share. The Common Stock is traded on the Nasdaq
National Market (symbol: MLTN).
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon by
Elliot J. Mark, Esq., Assistant General Counsel to the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
4
<PAGE> 7
================================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE 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 SECURITIES OTHER THAN THE COMMON STOCK TO WHICH IT RELATES OR
OF SUCH COMMON STOCK IN ANY STATE OR OTHER JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. EXCEPT WHERE OTHERWISE
INDICATED HEREIN, THIS PROSPECTUS SPEAKS AS OF ITS DATE AND NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
307,735 SHARES
[LOGO]
MOLTEN METAL TECHNOLOGY
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
__________, 1996
================================================================================
<PAGE> 8
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
-------------------------------------------
<TABLE>
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
<S> <C>
Registration fee.................................. $3,316.10
Accountants' fees and expenses.................... $2,000
Miscellaneous..................................... $1,000
---------
Total................................................ $6,316.10
=========
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 ("Section 145") of the Delaware General Corporation Law
provides a detailed statutory framework covering indemnification of directors
and officers against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers. Article Seven of the Registrant's By-Laws provides for indemnification
of directors and officers to the full extent permitted by Section 145. Section
145 generally provides that a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of such legal proceedings when
he/she is successful on the merits, (ii) may be indemnified by the corporation
for the expenses, judgments, fines and amounts paid in settlement of such
proceedings (other than a derivative suit), even if he/she is not successful on
the merits, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation (and,
in the case of criminal proceeding, had no reasonable cause to believe his/her
conduct was unlawful), and (iii) may be indemnified by the corporation for
expenses of a derivative suit (a suit by a shareholder alleging a breach by a
director or officer of a duty owed to the corporation), even if he/she is not
successful on the merits, if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his/her duties to the corporation, unless a court determines
that, despite such adjudication, but in view of all of the circumstances, he/she
is entitled to indemnification. The indemnification described in clauses (ii)
and (iii) above may be made only upon a determination that indemnification is
proper because the applicable standard of conduct has been met. Such a
determination may be made by a majority of a quorum of disinterested directors,
independent legal counsel, the stockholders or a court of competent
jurisdiction. The board of directors may authorize advancing litigation expenses
to a director or officer upon receipt of an undertaking by such director or
officer to repay such expenses if it is ultimately determined that he/she is not
entitled to be indemnified for them.
<TABLE>
ITEM 16. EXHIBITS.
--------
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5 Opinion of Elliot J. Mark, Esq. with respect to the legality of the shares
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Elliot J. Mark, Esq. (included in Exhibit 5).
24 Power of Attorney (included in signature page).
</TABLE>
II-1
<PAGE> 9
ITEM 17. UNDERTAKINGS.
------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 10
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Waltham, Commonwealth of Massachusetts, on September
19, 1996.
MOLTEN METAL TECHNOLOGY, INC.
By: /s/ William M. Haney, III
-------------------------------------
William M. Haney, III
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William M. Haney, III, Benjamin T. Downs
and Ethan E. Jacks, and each of them, 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, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-3 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 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 each such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William M. Haney, III President, Chief Executive September 19, 1996
- ----------------------------------- Officer and Director (Principal
William M. Haney, III Executive Officer)
/s/ Christopher J. Nagel, Sc.D. Executive Vice President of September 19, 1996
- ----------------------------------- Science and Technology and
Christopher J. Nagel, Sc.D. Director
/s/ Benjamin T. Downs Executive Vice President of September 19, 1996
- ----------------------------------- Finance and Administration
Benjamin T. Downs (Principal Accounting Officer)
/s/ James B. Anderson Director September 19, 1996
- -----------------------------------
James B. Anderson
</TABLE>
II-3
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Peter A. Lewis Director September 19, 1996
- -----------------------------------
Peter A. Lewis
/s/ John T. Preston Director September 19, 1996
- -----------------------------------
John T. Preston
/s/ Maurice F. Strong Director September 19, 1996
- -----------------------------------
Maurice F. Strong
/s/ Robert A. Swanson Director September 19, 1996
- -----------------------------------
Robert A. Swanson
</TABLE>
II-4
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Elliot J. Mark, Esq. with respect to the legality
of the shares being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Elliot J. Mark, Esq. (included in Exhibit 5).
24 Power of Attorney (included in signature page).
<PAGE> 1
Exhibit 5
September 19, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Molten Metal Technology, Inc.
-----------------------------
Dear Sir or Madam:
I am Assistant General Counsel of Molten Metal Technology, Inc., a
Delaware corporation (the "Company"), and have assisted in the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for registration under the Act of 307,735 shares of the
Company's common stock, $.01 par value per share (the "Shares"), which have been
issued to Lockheed Martin Corporation ("LMC") in connection with the purchase of
certain assets of the Retech division of an indirect subsidiary of LMC.
I am familiar with the Amended and Restated Certificate of
Incorporation of the Company, as amended, the corporate minute books, the
Amended and Restated By-Laws of the Company and the Registration Statement. I
also have examined such other documents, records and certificates and made such
further investigation as I have deemed necessary for the purposes of this
opinion and have assumed, without independent inquiry, the accuracy of these
documents. In that examination, I have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed as copies,
the authenticity and completeness of all original documents reviewed in original
form and the legal competence of each individual executing such documents.
This opinion is solely limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been validly issued, and are fully paid and nonassessable shares of
Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to me under the heading "Legal Matters"
in the preliminary prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Elliot J. Mark
----------------------------------
Elliot J. Mark, Esq.
Assistant General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 5, 1996 appearing on Page F-1 of Molten Metal Technology, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
September 20, 1996
