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As filed with the Securities and Exchange Commission on August 2, 1996
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
IDM ENVIRONMENTAL CORP.
-----------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2194790
- ---------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
396 WHITEHEAD AVENUE, SOUTH RIVER, NEW JERSEY 08882
(Address of Principal Executive Offices) (Zip Code)
IDM ENVIRONMENTAL CORP.
1996 STOCK OPTION GRANTS PURSUANT
TO WRITTEN COMPENSATION AGREEMENT
---------------------------------
(Full title of the plan)
Copy to:
JOEL FREEDMAN MICHAEL SANDERS
IDM ENVIRONMENTAL CORP. VANDERKAM & SANDERS
P.O. BOX 388 1111 CAROLINE
396 WHITEHEAD AVENUE SUITE 2905
SOUTH RIVER, NEW JERSEY 08882 HOUSTON, TEXAS 77010
(908) 390-9550 (713) 655-0015
-----------------------------
(Name, address and telephone
number of agent for service)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- -----------------------------------------------------------------------------------------------
Common Stock, $.001 par value 50,000 $3.23125 $161,562.50 $100.00
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(1) Calculated in accordance with Rule 457(h) solely for the purpose of
determining the registration fee. The offering price is the exercise price
of the outstanding options granted.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above, including, but not limited to,
the Company's quarterly reports on Form 10-Q for the fiscal quarter
ended March 31, 1996.
(c) The description of securities included in Form 8-A declared effective
by the Commission on April 26, 1994 (Commission File No. 0-23900).
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and 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
The Company's Articles of Incorporation, as amended, eliminate the
personal liability of directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty to the extent permitted by New
Jersey law. The Company's Bylaws provide that the Company shall indemnify
its officers and directors to the extent permitted by the Business
Corporation Act of the State of New Jersey. Section 14A:3-5 of the New
Jersey Business Corporation Act authorizes a corporation to indemnify
directors, officers, employees or agents of the corporation in non-derivative
suits if such party acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, as determined in accordance with New Jersey
law. Section 14A:3-5 further provides that indemnification shall be provided
if the party in question is successful on the merits or otherwise.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do
not, however, eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly
violating a law, for authorizing the illegal payment of a dividend or
repurchase of stock, for obtaining an improper personal benefit, for
breaching a director's duty of loyalty, which is generally described as the
duty not to engage in any transaction which involves a conflict between the
interest of the Company and those of the director, or for violations of the
federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding arising
out of the director's status as a director of the Company, including actions
brought by or on behalf of the Company (shareholder derivative actions). The
provisions do not require a showing of good faith. Moreover, they do not
provide indemnification
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for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for
the receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance.
The provisions also limit or indemnify against liability resulting from
grossly negligent decisions including grossly negligent business decisions
relating to attempts to change control of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Agreement dated June , 1996 with Arle L. Pierro
5.1 Opinion and consent of Vanderkam & Sanders re: the legality of the
shares being registered
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of Samuel Klein and Company
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells 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 liability under the
Securities Act of 1933, each post-effective amendment shall be
treated as a new registration statement of the securities
offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby undertakes 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 an
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be governed by the final
adjudication of such issue.
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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 South River, State of New Jersey on
the 31st day of July, 1996.
IDM ENVIRONMENTAL CORP.
By: /s/ Joel Freedman
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JOEL FREEDMAN, PRESIDENT
Each of the undersigned officers and directors of IDM Environmental Corp.
hereby constitutes and appoints Joel Freedman and Frank Falco, and each of
them singly, as true and lawful attorneys-in-fact and agents, 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) to this Registration Statement, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and to prepare any and all
exhibits thereto, and other documents in connection therewith, and to make
any applicable state securities law or blue sky filings, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done to enable IDM Environmental Corp. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, 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 their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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 date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Joel Freedman President, Chief Executive Officer July 31, 1996
- ----------------------- and Director (Principal Executive
JOEL FREEDMAN Officer)
/s/ Frank A. Falco Chairman of the Board, Chief July 31, 1996
- ----------------------- Operating Officer, Executive Vice
FRANK A. FALCO President and Director
/s/ Michael B. Killeen Treasurer and Chief Financial Officer July 31, 1996
- ----------------------- (Principal Financial and Accounting
MICHAEL B. KILLEEN Officer)
- ----------------------- Director July , 1996
MORI AARON SCHWEITZER
- ----------------------- Director July , 1996
FRANK PATTI
/s/ Robert McGuinness Director July 31, 1996
- -----------------------
ROBERT MCGUINNESS
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
4.1 Agreement dated June , 1996 with Arle L. Pierro......... 7
5.1 Opinion and consent of Vanderkam & Sanders re: the legality
of the shares being registered.............................. 10
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of Samuel Klein and Company......................... 11
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AGREEMENT
AGREEMENT, entered into as of the day of June, 1996, by and between
IDM ENVIRONMENTAL CORP. ("IDM"), a New Jersey corporation and ARLE L. PIERRO
("Arle").
W I T N E S S E T H:
WHEREAS, IDM provides a broad array of environmental services and
pursuant to such business is constantly seeking other companies, products and
services to acquire which will complement its existing services;
WHEREAS, Arle has rendered, and will render, valuable services (the
"Services") to IDM in connection with the identification of companies,
products and services which IDM may consider acquiring; and
WHEREAS, in order to compensate Arle for the Services, and as inducement
for providing the Services, IDM and Arle desire to evidence IDM's agreement
to pay certain fees to Arle as described herein.
NOW, THEREFORE, for and in consideration of the foregoing and for the
mutual covenants and consideration described herein, the parties hereto agree
as follows:
1. SERVICES. Arle shall assist IDM in identifying companies,
products and services, and introducing IDM to persons who may control or have
access to such companies, products or services, which may be complementary to
the products and services of IDM and which IDM may desire to acquire or
otherwise utilize.
2. FEES. As consideration for Arle rendering the Services to IDM,
IDM hereby grants to you an option to purchase from IDM fifty thousand
(50,000) shares (the "Option Shares") of IDM's $.001 par value common stock
at the price of $3.23125 per share. IDM shall use its best efforts to cause
the Option Shares to register with the SEC pursuant to registration on Form
S-8 or such other form as may be appropriate in order to permit Arle to
realize the cash value of such shares as expeditiously as is reasonable
possible.
3. TERM. The term of this Agreement shall commence on the date
hereof and shall expire June 30, 1997 unless the parties hereto elect to
extend such term.
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4. REPRESENTATIONS OF IDM. IDM represents to Arle that:
(a) IDM is duly authorized to enter into this Agreement and to carry
out the terms set out herein and that execution of this Agreement and
carrying out of the terms hereof will not breach any provision of the
articles of incorporation or bylaws of IDM or any contracts to which IDM is a
party.
(b) The execution of this Agreement will create a valid and binding
obligation on the part of IDM enforceable in accordance with the terms
hereof, except as may be limited by bankruptcy, insolvency, moratorium or
similar laws.
5. REPRESENTATIONS OF ARLE L. PIERRO. Arle represents to IDM that
the execution of this Agreement and carrying out of the terms hereof will not
breach any contracts or other obligations to which Arle is a party.
6. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns.
7. ASSIGNMENT AND AMENDMENT. The rights and obligations hereunder
may not be assigned and this Agreement may not be amended without the prior
written consent of the parties hereto.
8. INDEMNITIES. IDM shall indemnify Arle from any liability, loss,
cost or damage arising as a result of IDM's breach of its obligations under
this Agreement. Likewise, Arle shall indemnify IDM from any liability, loss,
cost or damage arising as a result of Arle's breach of its obligations under
this Agreement.
9. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be mailed first class,
registered, with postage prepaid as follows:
If to IDM, addressed to: IDM Environmental Corp.
396 Whitehead Avenue
South River, New Jersey 08882
If to Arle, addressed to: 5471 Westminster Avenue
Delta, B.C. V4K214
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10. COSTS AND EXPENSES. Each party hereto shall be responsible for
its own costs and expenses incurred in connection with the execution and
performance of this Agreement; provided, however, that IDM shall be
responsible for all costs incurred in connection with the filing of any
registration statement.
11. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey.
12. DISPUTES. Any disputes arising among the parties with respect to
this Agreement shall be settled by arbitration in accordance with the rules
then in effect of the American Arbitration Association in South River, New
Jersey. The prevailing party in any such disputes shall be entitled to
recover all of its reasonable costs and attorneys fees incurred as a result
of such dispute.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and the year first written above.
IDM ENVIRONMENTAL CORP.
By:
---------------------------
Joel Freedman
President
------------------------------
ARLE L. PIERRO
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August 1, 1996
IDM Environmental Corp.
396 Whitehead Avenue
South River, New Jersey 08882
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of IDM Environmental Corp.
(the "Company") covered by a Form S-8 Registration Statement, as amended
through the date hereof (the "Registration Statement"), filed with the
Securities and Exchange Commission for the purpose of registering such
securities under the Securities Act of 1933:
1. 50,000 shares of common stock, $.001 par value (the "Shares") issuable
upon the exercise of options issued pursuant to a consulting agreement
with Arle Pierro (the "Plan").
In connection with this opinion, we have examined the corporate records
of the Company, including the Company's Articles of Incorporation, Bylaws,
and the Minutes of its Board of Directors and Shareholders meetings, the
Plan, the Registration Statement, and such other documents and records as we
deemed relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name
under the heading "Legal Matters" in the Prospectus constituting a part of
such Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ VANDERKAM & SANDERS
b:/ms/legops82.idm
idmsecurities96.2
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INDEPENDENT AUDITORS' CONSENT
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report relating to the financial statements of IDM Environmental Corp., which
report appears in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995 and to all references to this firm included in such
Registration Statement.
/s/ Samuel Klein & Company
SAMUEL KLEIN & COMPANY
Certified Public Accountants
Newark, New Jersey
July 30, 1996
