As filed with the Securities and Exchange Commission on March 12, 1998.
Registration No.333-____________
________________________________________________________________________
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 Small Business Issuer as specified in its charter)
DELAWARE 33-0576371
(State or other jurisdiction of incorporation or (IRS Employer Identification
organization) No.)
701 PALOMAR AIRPORT ROAD, SUITE 200, CARLSBAD, CALIFORNIA 92009
(Address of Principal Executive Office) (Zip Code)
_________________________
1993 Stock Option Plan
(Full title of the plans)
_________________________
RICHARD T. SPERBERG
President
701 Palomar Airport Road, Suite 200
Carlsbad, California 92009
(Name and address of agent for service)
_________________________
(760) 931-2400
(Telephone number, including area code, of agent for service)
_________________________
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 <checked-box>
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 $.001 350,000 $.50 (1) $175,000.00 $53.03
(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 Small
Business Issuer's Class A Common Stock as quoted on the Nasdaq Bulletin
Board on March 10, 1998.
<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, 1997.
2. The Company's annual report on Form 10-KSB/A No. 1 for the year
ended June 30, 1997.
3. The Company's annual report on Form 10-KSB/A No. 2 for the year
ended June 30, 1997.
4. The Company's quarterly report on Form 10-QSB for the quarter ended
September 30, 1997.
5. The Company's quarterly report on Form 10-QSB for the quarter ended
December 31, 1997.
6. The Company's Form 8-K dated October 28, 1997.
7. The Company's Form 8-K/A dated January 12, 1998.
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 Certificate of Incorporation and the By-laws of the Small
Business Issuer 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
23.1 Written Consent of Hein + Associates LLP, independent accountants
23.2 Consent of Bartel Eng Linn & Schroder is contained in Exhibit 5.1
ITEM 9. UNDERTAKINGS.
The undersigned Small Business Issuer 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Small Business Issuer pursuant to the foregoing provisions, or otherwise, the
Small Business Issuer 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 Small Business Issuer of expenses incurred or paid by a
director, officer or controlling person of the Small Business Issuer 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 Small Business Issuer 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 Small
Business Issuer 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 March 6,
1998.
ONSITE ENERGY CORPORATION
A DELAWARE CORPORATION
By: Richard T. Sperberg
________________________________
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
Richard T. Sperberg March 6, 1998
_______________________________________ ________________________________
Richard T. Sperberg, President, Chief
Executive Officer (Principal Executive
Officer), Chief Financial Officer
(Principal financial and Accounting
Officer) and Director
Charles C. McGettigan March 3, 1998
________________________________________ ________________________________
Charles C. McGettigan, Chairman of the
Board
William M. Gary III March 3, 1998
________________________________________ ________________________________
William M. Gary III, Director
H. Tate Holt March 4, 1998
________________________________________ ________________________________
H. Tate Holt, Director
Timothy G. Clark March 7, 1998
________________________________________ ________________________________
Timothy G. Clark, Director
Rita A. Sharpe March 6, 1998
________________________________________ ________________________________
Rita A. Sharpe, Director
Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, California 95814
(916) 442-0400
Exhibit 5.1
March 4, 1998
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 350,000
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 (the "Plan").
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 Plan 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
Bartel Eng Linn & Schroder
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 28, 1997, relating to the
consolidated balance sheet of Onsite Energy Corporation and subsidiaries as of
June 30, 1997 and the related statements of operations, shareholders' equity
(deficit) and cash flows for the years ended June 30, 1997 and 1996 which
report appears in the June 30, 1997 annual report on Form 10-KSB, as amended,
of Onsite Energy Corporation.
HEIN + ASSOCIATES LLP
Certified Public Accountants
Orange, California
March 9, 1998
