As filed with the Securities and Exchange Commission on
June 12, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
TOTAL CONTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2394872
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
Total Containment, Inc. Stock Compensation Plan
(Full title of Plan)
Total Containment, Inc. Pierre Desjardins, President
422 Business Center, and Chief Executive Officer
A130 North Drive Total Containment, Inc.
P.O. Box 939 422 Business Center,
Oaks, Pennsylvania 19456 A130 North Drive
(610) 666-7777 P.O. Box 939
(Address, including zip Oaks, Pennsylvania 19456
code, and telephone number, (610) 666-7777
including area code, of (Name, address, including zip
Registrant's principal code, and telephone number,
executive offices) including area code, of agent
for service)
Copies to:
Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of each Amount Offering Aggregate of
Class of Securities to be Price Offering Registration
to be Registered Registered per Unit Price Fee
<S> <C> <C> <C> <C>
Common Stock, 400,000 $5.375 $2,150,000 $651.52 (1)
par value $.01
per share
<FN>
(1) Calculated in accordance with Rule 457, based on the closing price of
$5.375 as reported on the Nasdaq Stock Market on June 10, 1998.
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997 filed on March 23, 1988, as
amended by Form 10-KSB/A filed on March 25, 1998;
(b) The Company's Definitive Proxy Statement for the fiscal year
ended December 31, 1997;
(c) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998; and
(d) Current Reports on Form 8-K filed on January 15, 1998 and
March 13, 1998;
(e) Registration Statement on Form 8-A filed by the Company to
register its Common Stock pursuant to Section 12(g) of the
Exchange Act dated February 17, 1994; and
(f) All other documents filed by the Company after the date of
this Registration Statement under Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the Registration
Statement which indicated that all securities offered have
been sold or which deregisters all securities then remaining
in the Registration Statement, which documents shall be
deemed to be part of this Registration Statement from the
date of filing of such documents.
Item 4. Description of Securities.
The description of the Common Stock is incorporated by
reference herein to the Company's Registration Statement on Form
8-A. See "Item 3. Incorporation of Documents by Reference."
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
<PAGE II-1> misconduct. Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
The bylaws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the Registrant and
(2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law
unless the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibits:
Number Title
- ------ -----
4.1 Certificate of Incorporation of Total Containment, Inc.
(Incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
4.2 Specimen of Common Stock Certificate (Incorporated by
reference to Exhibit 4(a) to the Registration Statement
on Form S-1 (File No. 33-70456) of Total Containment,
Inc.).
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP
24.1 Power of Attorney (included on signature page)
99.1 Stock Compensation Plan, dated January 14, 1994,
(Incorporated by reference to Exhibit 10(a) to
Registration Statement No. 33-70456 on Form S-1 of the
Registrant). <PAGE II-2>
_____
Item 9. Undertakings
(a) 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 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 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
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by these paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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.
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
<PAGE II-3> 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant, 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.
PAGE 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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the Town of Oaks,
State of Pennsylvania on June 8, 1998.
TOTAL CONTAINMENT, INC.
By:/s/ Pierre Desjardins
Pierre Desjardins,
President and
Chief Executive Officer
By:/s/ Keith R. Ruck
Keith R. Ruck
Finance and Chief
Financial Officer
(Principal Financial
Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Pierre
Desjardins or Jeffrey P. Waldron, Esquire, and each of them, his
true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacity, to sign any or all 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, granting to such
attorney-in-fact and agents full power and authority to do and
perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as they 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.
PAGE II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.
Signature
/s/ Pierre Desjardins President and Chief June 8, 1998
Pierre Desjardins Executive Officer
(Principal Executive
Officer) and Director
/s/ Marc Guindon Director June 3, 1998
Marc Guindon
/s/ Jean-Claude Arpin Director June 4, 1998
Jean-Claude Arpin
/s/ Marcel Dutil Director June 4, 1998
Marcel Dutil
/s/ Paul Gobeil Director June 8, 1998
Paul Gobeil
Director June __, 1998
Nycole Pugeau-Goyette
/s/ Bernard Gouin Director June 2, 1998
Bernard Gouin
PAGE II-6
<PAGE>
EXHIBIT INDEX
Number Title
- ------ -----
4.1 Certificate of Incorporation of Total Containment, Inc.
(Incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
4.2 Specimen of Common Stock Certificate (Incorporated by
reference to Exhibit 4(a) to the Registration Statement
on Form S-1 (File No. 33-70456) of Total Containment,
Inc.).
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP
24.1 Power of Attorney (included on signature page)
99.1 Stock Compensation Plan, dated January 14, 1994,
(Incorporated by reference to Exhibit 10(a) to the
Registration Statement No. 33-70456 on Form S-1 of the
Registrant).
_____ <PAGE II-7>
Exhibit 5.1
June 12, 1998
Board of Directors
Total Containment, Inc.
422 Business Center
A130 North Drive
P.O. Box 939
Oaks, Pennsylvania 19456
Re: Total Containment, Inc. Stock Compensation Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 400,000 shares of common stock, par value $0.01 per share
(the "Common Stock"), of Total Containment, Inc. (the "Company")
that may be issued from time to time pursuant to the exercise of
options issued under the Total Containment, Inc. Stock
Compensation Plan (the "Plan"), when and if such shares are
issued pursuant to and in accordance with the Plan, will be duly
and validly issued, fully paid and nonassessable. We, as counsel
to the Company, have reviewed:
1. The Pennsylvania Business Corporation Law of 1988, as
amended;
2. The Articles of Incorporation of the Company;
3. The By-laws of the Company; and
4. The Resolutions of the Board of Directors of the
Company adopted January 14, 1994 as certified by the Corporate
Secretary of the Company;
Based on our review of such documents, it is our opinion
that the Common Stock issuable upon the exercise of options
granted under the Plan, when and as issued and paid for in
accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable. In giving the
foregoing opinion, we have assumed that the Company will have, at
the time of the issuance of such Common Stock, a sufficient
number of authorized shares available for issue.
We consent to the filing of this opinion as an exhibit to
the registration statement the Company is filing today in
<PAGE 1> connection with the registration of 400,000 shares of
the Company's Common Stock, and to the reference to us under the
heading "legal matters" in the related Prospectus. In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours
/s/ STEVENS & LEE
STEVENS & LEE <PAGE 2>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 12, 1998
(except for Note 14 as to which the date is March 17, 1998)
accompanying the consolidated financial statements of Total
Containment, Inc. and subsidiaries appearing on Form 10-K for the
year ended December 31, 1997, which are incorporated by reference
in this Registration Statement. We consent to the incorporation
by reference in the Registration Statement of the aforementioned
report.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
June 9, 1998
