As filed with the Securities and Exchange Commission on April 25, 1997.
Registration No.33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act Of 1933
ONSITE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0576371
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
701 Palomar Airport Road, Suite 200, Carlsbad, California 92009
(Address of Principal Executive Office) (Zip Code)
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1993 Stock Option Plan;
Onsite Energy Corporation 401(k) Plan
(Full title of the plans)
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RICHARD T. SPERBERG
President
701 Palomar Airport Road, Suite 200
Carlsbad, California 92009
(Name and address of agent for service)
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(760) 931-2400
(Telephone number, including area code, of agent for service)
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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 |X|
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Class A
Common Stock,
par value $.001 850,000 $0.23 (1) $ 195,500 $67.41
(1) Estimated solely for the purposes of calculating the registration fee
on the basis of the average of the high and low sales prices of the
registrant's Class A Common Stock as quoted on the Nasdaq bulletin
board on April 24, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed by Onsite Energy
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this registration statement.
1. The Company's annual report on Form 10-KSB for the year ended June 30, 1996.
2. The Company's quarterly report on Form 10-QSB for the quarter ended
September 30, 1996.
3. The Company's quarterly report on Form 10-QSB for the quarter ended
December 31, 1996.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides for the
indemnification of officers and directors under certain circumstances against
expenses incurred successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Articles of Incorporation and the Bylaws of the Registrant provide
for indemnification of its officers and directors to the full extent authorized
by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
5.1 Opinion of Bartel Eng Linn & Schroder, counsel to Company
24.1 Written Consent of Hein + Associates, independent accountants
24.2 Consent of Bartel Eng Linn & Schroder is contained in Exhibit 5.1
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
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.
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, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange 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 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 expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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 Carlsbad, State of California, on April 25, 1997.
ONSITE ENERGY CORPORATION,
a Delaware corporation
By \s\ Richard T. Sperberg
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Richard T. Sperberg
President
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.
Signatures Date
\s\ Richard T. Sperberg April 25, 1997
- --------------------------------------------- ---------------
Richard T. Sperberg, President,
Chief Executive Officer (Principal
Executive Officer) and Director
\s\ J. Bradford Hanson April 25, 1997
- --------------------------------------------- ---------------
J. Bradford Hanson, Chief Financial Officer
(Principal Financial and Accounting Officer)
\s\ Charles C. McGettigan April 25, 1997
- --------------------------------------------- ---------------
Charles C. McGettigan, Chairman of the Board
\s\ William M. Gary, III April 25, 1997
- --------------------------------------------- ---------------
William M. Gary, III, Director
\s\ H.Tate Holt April 25, 1997
- --------------------------------------------- ---------------
H. Tate Holt, Director
\s\ Timothy G. Clark April 25, 1997
- --------------------------------------------- ---------------
Timothy G. Clark, Director
<PAGE>
Exhibit 5.1
April 25, 1997
Board of Directors
Onsite Energy Corporation
701 Palomar Airport Road, Suite 200
Carlsbad, California 92009
RE: Onsite Energy Corporation
Form S-8
Gentlemen:
We act as counsel to Onsite Energy Corporation (the "Company"), a
Delaware corporation, in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 850,000 shares of the
Company's Class A Common Stock (the "Shares") which will be issued by the
Company pursuant to its 1993 Stock Option Plan and its 401(k) Plan
(collectively, the "Plans").
For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Registration Statement, including all
amendments thereto.
Our opinion is limited solely to matters set forth herein. Attorneys
practicing in this firm are admitted to practice in the State of California and
we express no opinion as to the laws of any other jurisdiction other than the
laws of the State of Delaware and the laws of the United States.
Based upon and subject to the foregoing, after giving due regard to
such issues of law as we deemed relevant, and assuming that (i) the Registration
Statement becomes and remains effective, and the prospectus which is a part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfill all of the requirements of the Securities Act, throughout all
periods relevant to the opinion, and (ii) all offers and sales of the Shares
will be made in compliance with the securities laws of the states having
jurisdiction thereof, we are of the opinion that the Shares to be issued
pursuant to the Plans upon receipt of adequate consideration will be legally
issued, fully paid and nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit to
the Registration Statement and any amendment thereto. By giving such consent, we
do not thereby admit that we come within the category of persons where consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission.
Very truly yours,
BARTEL ENG LINN & SCHRODER,
a Law Corporation
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
Onsite Energy Corporation:
We hereby consent to the use in this Registration Statement on Form S-8
of our report dated August 9, 1996 except as to Note 18 which is as of August
28, 1996, relating to the consolidated financial statements of Onsite Energy
Corporation.
HEIN + ASSOCIATES LLP
Certified Public Accountants
Orange, California
April 25, 1997
