<PAGE>
Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 17, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
SYNAGRO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0511324
- --------------- ------------
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
16000 Stuebner Airline
Suite 420
Spring, Texas 77379
(713) 370-6700
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
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SYNAGRO TECHNOLOGIES, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
-------------------------------------------
(Full title of plan)
Don L. Thone
Chief Executive Officer
Synagro Technologies, Inc.
16000 Stuebner Airline
Suite 420
Spring, Texas 77379
(713) 370-6700
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Attn: Jeffrey P. Berg, Esq.
Phone (213) 895-4200
Fax (213) 895-4058
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
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Title of Each Amount to be Proposed Maximum Proposed Amount of
Class of Securities Registered(1) Offering Price Maximum Registration
to be Registered per Share(1) Aggregate Fee(2)
Offering
Price(1)
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Common Stock, par
value $0.002 per
share 540,000 $4.3125 $2,328,750 $803.02
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- --------------------------------------------------------------------------------
- ---------------
(1) Estimated solely for the purpose of calculating the registration fee based
upon the closing market price of the Common Stock as reported in the NASDAQ
Small-Cap Market on December 12, 1996.
(2) Pursuant to General Instruction E. the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are proposed to be offered.
<PAGE>
REOFFER PROSPECTUS
SYNAGRO TECHNOLOGIES, INC.
540,000 SHARES
COMMON STOCK
UNDER THE SYNAGRO TECHNOLOGIES, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
OFFERED BY SELLING STOCKHOLDERS
This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 540,000 shares (the "Shares") of common stock, par value $0.002
(the "Common Stock") of Synagro Technologies, Inc., a Delaware corporation (the
"Company"), to be offered from time to time for the account of certain
directors, officers, employees and consultants of the Company (the "Selling
Stockholders"), who are eligible participants in the Company's Amended and
Restated 1993 Stock Plan (the "Plan"), some of whom may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act of 1933, as amended (the "Securities Act"). The 540,000 Shares
constitute shares of Common stock which may be issued by the Company to the
Selling Stockholders upon the exercise of options granted to the Selling
Stockholders pursuant to the terms of the Plan. As of December 12, 1996,
227,667 shares of Common Stock were subject to outstanding options under the
Plan, and 312,333 shares remained available for the granting of options under
the Plan. See "Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers, or through underwriters to be designated, may
sell the shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale. To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Selling Stockholders" and
"Plan of Distribution."
The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company has paid all of the costs of
the Offering with respect to the Shares to be offered by the Selling
Stockholders. See "Selling Stockholders" and "Plan of Distribution."
The Company's Common Stock is currently listed for trading in the NASDAQ
Small-Cap Market under the symbol "SYGR." On December 12, 1996, the closing
market price for the Common Stock in the NASDAQ Small-Cap Market was
approximately $4.3125 per share.
THESE SECURITIES ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK.
------------------------
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 December 17, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Commission, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits and
schedules filed as a part thereof. Statements made in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and, in each 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 in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411. Copies of the Registration Statement and the exhibits and schedules
thereto may be obtained from the Commission at such offices upon payment of
prescribed rates.
The Company is currently subject to the reporting 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 Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington D.C. 20549; at its New York Regional Office,
Room 1400, 7 World Trade Center, New York, New York 10048; and at its Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411, and copies of such materials can be obtained from the Public
Reference Section at prescribed rates. The Company intends to furnish its
stockholders with annual reports containing audited financial statements and
such other periodic reports as the Company may determine to be appropriate or as
may be required by law.
Further, the Company's most recent reports, proxy and information
statements and other information may be inspected and copied at the offices of
The NASDAQ Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1506, at
prescribed rates.
The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30 and September 30, 1996.
(c) Proxy Statement on Schedule 14A for Annual Meeting of Stockholders,
dated May 9, 1996.
(d) Registration Statement on Form S-1, effective as of October 12, 1995,
and post-effective amendments thereto.
(e) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
2
<PAGE>
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 such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to: Synagro Technologies, Inc.,
16000 Stuebner Airline, Suite 420, Spring, Texas 77379, Attention: Daniel L.
Shook, Secretary. Telephone requests may be directed to the Secretary at
713-370-6700.
Any statements 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 herein by reference 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. All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
THE COMPANY
GENERAL. The Company engages in the business of the management of
biosolids through beneficial reuse of organic materials, including biosolids.
The Company offers a variety of services with respect to this business,
including the transportation, treatment and monitoring of biosolids, and the
marketing of end products from the treatment of such materials.
On July 3, 1995, the Company effectuated a reverse split of the issued and
outstanding shares of the Company's Common Stock on a 1-for-15 basis. Unless
otherwise indicated to the contrary, all references in this Prospectus to
numbers of shares of Common Stock and per share purchase prices assume the
effect of such reverse stock split.
The Company primarily conducts its business through its wholly-owned
subsidiaries, CDR Environmental, Inc. ("CDR"), Pima Gro Systems, Inc. ("Pima
Gro") and Organi-Gro, Inc. ("Organi-Gro"). Unless the context requires
otherwise CDR, Pima Gro and Organi-Gro are collectively referred to herein as
the "Company."
CDR ENVIRONMENTAL, INC. CDR is in the business of transporting, treating,
site monitoring and assisting in preparing documentation with respect to
biosolids and wastewater products.
CDR provides transportation, treatment, site monitoring, land application
and environmental regulatory compliance services with respect to biosolids and
wastewater products, to local and state agencies, municipalities and private
industries. CDR's vehicles pick up and transport biosolids and other organic
waste materials to sites operated by the Company or by third parties, such as
municipalities or private companies. CDR's services include the dredging of
sludge ponds and cleaning out municipal and industrial lagoons.
CDR also provides professional management and consulting services for
treatment of biosolids and the monitoring and land application of treated
biosolids. CDR currently operates under approximately 350 contracts with
various state and local agencies, municipalities and private industries with
respect to sewage treatment and other waste products. These entities include
municipal utility districts, correctional facilities and private businesses.
These contracts are generally performed and renewable on an annual basis with
these entities. CDR provides a variety of methods of treatment of biosolids as
a means of offering options to prospective customers who may prefer alternative
methods of biosolids treatment.
3
<PAGE>
CDR also operates and maintains a fleet of trucks which pump, collect and
transport liquid or solid municipal biosolids to various land application or
treatment sites for tipping fees. These tipping fees, which are fees generated
by CDR in connection with the collection, transportation and treatment of
biosolids, constitute approximately ninety-five percent (95%) of CDR's sources
of revenues. CDR's vehicles are registered with federal, state and local
governmental agencies for such transportation purposes.
CDR treats certain biosolids through the application of a patented sludge
treatment technology licensed by the Company, known as the N-Viro Technology.
The Company has obtained the exclusive agency, distribution and licensing rights
to the N-Viro Technology in certain territories, including the States of Texas,
Oklahoma, Arkansas, Louisiana, Arizona and New Mexico.
The Company markets and licenses the use of the N-Viro Technology to
provide construction management of turnkey facilities by third parties, to
construct and operate facilities under Synagro's direct ownership or that of
third parties, to supply alkaline admixtures, such as CKD, and to market
derivative products developed through the use of the N-Viro Technology. CDR
serves as a sublicensee of the N-Viro Technology in the states of Texas and
Arkansas. Through June 30, 1996, the Company had generated nominal net sales
through the commercialization of the N-Viro Technology and other business
operations. There can be no assurances that a significant market will develop
for the N-Viro Technology or that the Company will ever generate significant
revenues from the commercialization of the N-Viro Technology.
PIMA GRO. Pima Gro is in the business of providing transportation, site
monitoring, land application and environmental regulatory compliance services,
with respect to biosolids and wastewater products, to local and state agencies,
municipalities and private industries. Pima Gro's vehicles pick up and
transport biosolids and other organic waste materials primarily from
municipalities to permitted agricultural sites operated by third parties.
Pima Gro also provides professional management and consulting services for
treatment of biosolids and the monitoring and land application of treated
biosolids. Pima Gro operates under approximately 20 contracts with various
state and local agencies, municipalities and private industries with respect to
sewage treatment and other waste products.
Pima Gro also operates and maintains a fleet of trucks which receive,
collect and transport liquid or solid biosolids to various land application or
treatment sites for tipping fees. These tipping fees, which are fees generated
by Pima Gro in connection with the collection, transportation and treatment of
biosolids, constitute substantially all of Pima Gro's sources of revenues.
ORGANI GRO. Organi-Gro is in the business of and primarily generates
revenues from buying, hauling and selling wood waste products to poultry growers
and wholesalers and building products manufacturers. Organi-Gro principally
operates in Arkansas, the leading poultry growing state in the United States.
Organi-Gro services the poultry market with a single source service and product
program including the delivery of bedding materials to the poultry farms, the
transportation of organic waste off-site, and the processing of the waste and
its disposal or reuse. Organi-Gro buys, hauls and sells poultry bedding
products to poultry growers and wholesalers. Wood shavings, chips and sawdust
are purchased from local sawmills, and resold either as bedding materials for
poultry growers, or to manufacturers of building materials.
The Company's principal executive offices are located at 16000 Stuebner
Airline, Suite 420, Spring, Texas 77379, (713) 370-6700.
4
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders. See "Selling
Stockholders" and "Plan of Distribution."
PLAN OF DISTRIBUTION
The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders. Alternatively, the Selling Stockholders may from time to time
offer the shares of Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent. The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.
The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.
The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.
5
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock which have been or may be
acquired by the Selling Stockholders from time to time through the exercise of
certain non-qualified or incentive stock options to purchase shares of Common
Stock granted pursuant to the Plan. The following table sets forth certain
information with respect to Selling Stockholders, who may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act, as of December 12, 1996, as follows: (i) the name and position
with the Company within the past three (3) years of each Selling Stockholder;
(ii) the number of shares of Common Stock beneficially owned by each Selling
Stockholder (including shares obtainable under options exercisable within sixty
(60) days of such date); (iii) the number of shares of Common Stock being
offered hereby, and (iv) the number and percentage of the Company's outstanding
shares of Common Stock to be beneficially owned by each Selling Stockholder
before and after completion of the sale of Common Stock being offering hereby.
There can be no assurance that any of the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereby.
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF SHARES
BENEFICIALLY NO. OF SHARES BENEFICIALLY
NAME AND ADDRESS OWNED BEFORE TO BE OFFERED OWNED AFTER PERCENT #
OF BENEFICIAL OWNER OFFERING FOR RESALE OFFERING* BEFORE OFFERING AFTER OFFERING*
- ------------------- ------------- ------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Irwin I. Gelbart 1 25,000 50,000 0 2 2
Joan M. McKinney 3 3,333 3,333 0 2 2
</TABLE>
In addition, other Selling Stockholders, who are not affiliates of the
Company, are offering for sale up to 174,334 shares of Common Stock, with
respect to stock options granted under the Plan. Of these stock options,
granted to various employees and consultants of the Company and its
subsidiaries, to purchase up to 174,334 shares of Common Stock, 84,530 options
are currently vested and an additional 89,804 options may vest subject to
certain schedules. The address for each of these persons is 16000 Stuebner
Airline, Suite 420, Spring, Texas 77379. Each of the remaining Selling
Stockholders is currently the beneficial owner of less than 5% of the Common
Stock.
Information with respect to Selling Stockholders who may be granted options
to purchase shares of Common Stock under the Plan from time to time will be
updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.
As of December 12, 1996, there were issued and outstanding 6,352,102 shares
of Common Stock.
(FOOTNOTES ON FOLLOWING PAGE)
6
<PAGE>
(FOOTNOTES FROM PRIOR PAGE)
# Pursuant to the rules of the Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group,
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table.
* Assumes the exercise in full and sale of all the Shares registered for
reoffer and resale pursuant to this Registration Statement.
1. The address for Mr. Gelbart is 77 North Center Avenue, Rockville Center,
New York 11570. Mr. Gelbart has been a director of the Company since
December, 1991. Includes stock options granted to Mr. Gelbart under the
Plan to purchase up to 50,000 shares of Common Stock, 25,000 options of
which are currently vested and an additional 25,000 options, which may vest
subject to certain schedules.
2. Less than 1%.
3. The address for Ms. McKinney is 16000 Stuebner Airline, Suite 420, Spring,
Texas 77379. Ms. McKinney served as the Company's Chief Financial Officer
from February, 1993 until March, 1996, and the Secretary from February,
1993 until October 8, 1996. Ms. McKinney may be deemed to be an
"affiliate" of the Company until after 90 days from October 8, 1996.
Includes stock options granted to Ms. McKinney under the Plan to purchase
up to 3,333 shares of Common Stock, all of which are currently vested.
7
<PAGE>
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Commission has expressed its opinion that indemnification of directors,
officers and controlling persons of the Company against liabilities arising
under the Securities Act, is against public policy as expressed in the
Securities 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 an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, 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 Securities Act and will be governed by the final adjudication
of such issue.
LEGAL MATTERS
Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 515 South Flower
Street, Seventh Floor, Los Angeles, California 90071. Matthias & Berg LLP
currently owns 3,000 shares of Common Stock and options to purchase up to 14,333
shares of Common Stock, exercisable at $5.25 per share, which are the subject of
a separate and currently effective registration statement on Form S-8.
EXPERTS
The audited financial statements of the Company as of December 31, 1995 and
1994 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1995, 1994 and 1993, incorporated by
reference in this Prospectus, have been so incorporated herein in reliance on
the report of Singer Lewak Greenbaum & Goldstein LLP (successors to the practice
of Shillan Abrams & Company), independent certified public accountants, given on
the authority of such firm as experts in auditing and accounting.
8
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE 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 PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. 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 OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
DISCLOSURE OF COMMISSION POSITION
OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SYNAGRO TECHNOLOGIES, INC.
540,000 SHARES
OF COMMON STOCK UNDER SYNAGRO TECHNOLOGIES, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
------------
PROSPECTUS
------------
DECEMBER 17, 1996
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, Synagro Technologies, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Synagro Technologies, Inc., Daniel L.
Shook, Secretary, 16000 Stuebner Airline, Suite 420, Spring, Texas 77379, tel.
no. (713) 370-6700.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30 and September 30, 1996.
(c) Proxy Statement on Schedule 14A for Annual Meeting of Stockholders,
dated May 9, 1996.
(d) Registration Statement on Form S-1, effective as of October 12, 1995,
and post-effective amendments thereto.
(e) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed
II-1
<PAGE>
to the best interests of the corporation, and with respect to any criminal
action or proceedings, had no reasonable cause to believe his or her conduct was
unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
II-2
<PAGE>
ITEM 8: EXHIBITS
4.1 Amended and Restated 1993 Stock Option Plan1
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP
- ---------------
1. Filed as part of the Company's Registration Statement on Form S-1,
effective as of October 12, 1995, and as amended (No. 33-95028).
ITEM 9: UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act;
(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.
(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 paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
The undersigned registrant hereby under takes 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 (and, where applicable, each filing of any
employee benefit 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-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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 expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Spring, Texas, on this 16th day of December, 1996.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ Don L. Thone
-----------------------------
Don L. Thone
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.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/Don L. Thone President and Director December 16, 1996
- --------------------- (Principal Executive Officer)
Don L. Thone
/s/Daniel L. Shook Chief Financial Officer December 16, 1996
- --------------------- and Director (Principal
Daniel L. Shook Financial Officer and
Principal Accounting
Officer)
/s/Irwin I. Gelbart Director December 16, 1996
- ---------------------
Irwin I. Gelbart
/s/Tony D. Childers Director December 16, 1996
- ---------------------
Tony D. Childers
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Don L. Thone and Daniel L. Shook or
either of them, as 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) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their 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 dates indicated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/Don L. Thone President and Director December 16, 1996
- --------------------- (Principal Executive Officer)
Don L. Thone
/s/Daniel L. Shook Chief Financial Officer December 16, 1996
- --------------------- and Director (Principal
Daniel L. Shook Financial Officer and
Principal Accounting
Officer)
/s/Irwin I. Gelbart Director December 16, 1996
- ---------------------
Irwin I. Gelbart
/s/Tony D. Childers Director December 16, 1996
- ---------------------
Tony D. Childers
II-6
<PAGE>
EXHIBIT INDEX
Sequentially
Document Description of Document Numbered Page
- -------- ----------------------- -------------
4.1 Amended and Restated 1993 Stock Option Plan(1)
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP
- ---------------
1. Filed as part of the Company's Registration Statement on Form S-1,
effective as of October 12, 1995, and as amended (No. 33-95028).
<PAGE>
EXHIBIT 5.1
<PAGE>
December 16, 1996
Synagro Technologies, Inc.
16000 Stuebner Airline
Suite 420
Spring, Texas 77379
RE: REGISTRATION STATEMENT ON FORM S-8
SYNAGRO TECHNOLOGIES, INC.
----------------------------------
Gentlemen:
We are acting as counsel for Synagro Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 540,000 shares (the "Shares") of the Company's common stock, par value $0.002
per share (the "Common Stock") reserved for issuance under the Company's Amended
and Restated 1993 Stock Option Plan (the "Plan"). A Registration Statement on
Form S-8 covering the Shares (the "Registration Statement") is being filed under
the Act with the Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have made
no independent factual investigation with regard to any such matters.
<PAGE>
Synagro Technologies, Inc.
December 16, 1996
Page 2
Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that the Shares, to be issued upon the exercise of any
stock options ("Options") duly granted pursuant to the Plan, when issued, paid
for and delivered upon the exercise of such Options, in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States and to the corporate laws of the State of
Delaware, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transaction described herein. Except as otherwise provided
herein, this opinion may not be used or relied upon by any person, nor may this
letter or any copies thereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
Respectfully submitted,
/s/ MATTHIAS & BERG LLP
<PAGE>
EXHIBIT 24.2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 28, 1996 accompanying the consolidated
financial statements of Synagro Technologies, Inc. and subsidiaries included
in the Annual Report of Synagro Technologies, Inc. on Form 10-K for the year
ended December 31, 1995 which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use of our name
as it appears under the caption "Experts".
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 16, 1996
