As filed with the Securities and Exchange Commission on
August 18, 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. 1997 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 Share(1) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 400,000 $6.00 $2,400,000 $728
par value $.01
per share
<FN>
(1) Calculated in accordance with Rule 457, based on the closing price of
$6.00 as reported on the Nasdaq Stock Market on August 14, 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, dated March 31,
1997, for the 1997 Annual Meeting of Shareholders;
(c) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31 and June 30, 1998;
(d) The Company's Current Reports on Form 8-K filed on January 15,
1998 and March 13, 1998;
(e) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A, dated
February 17, 1994, filed by the Company on February 18, 1994
to register its Common Stock pursuant to Section 12(g) of the
Exchange Act; 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 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 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
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 1997 Stock Compensation Plan, dated February 27, 1997,
(Incorporated by reference to Exhibit 10.2 to the Annual
Report of the Company on Form 10-K for the fiscal year
ended December 31, 1996).
_____
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
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>
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
August 12, 1998.
TOTAL CONTAINMENT, INC.
By:/s/ Pierre Desjardins
Pierre Desjardins,
President and
Chief Executive Officer
By:/s/ Keith R. Ruck
Keith R. Ruck,
Vice President 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>
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 August 10, 1998
Pierre Desjardins Executive Officer
(Principal Executive
Officer) and Director
/s/ Marc Guindon Director August 10, 1998
Marc Guindon
/s/ Jean-Claude Arpin Director August 10, 1998
Jean-Claude Arpin
/s/ Marcel Dutil Director August 10, 1998
Marcel Dutil
/s/ Paul Gobeil Director August 10, 1998
Paul Gobeil
/s/ Nycole Pugeau-Goyette Director August 10, 1998
Nycole Pugeau-Goyette
/s/ Bernard Gouin Director August 10, 1998
Bernard Gouin
<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 1997 Stock Compensation Plan, dated February 27, 1997,
(Incorporated by reference to Exhibit 10.2 to the Annual
Report of the Company on Form 10-K for the fiscal year
ended December 31, 1996).
_____
Exhibit 5.1
August 18, 1998
Board of Directors
Total Containment, Inc.
422 Business Center
A130 North Drive
P.O. Box 939
Oaks, Pennsylvania 19456
Re: Total Containment, Inc. 1997 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. 1997 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 on February 27, 1997 as certified by
the Assistant 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
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
STEVENS & LEE
/s/ Stevens & Lee
Exhibit 23.2
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
August 18, 1998
