<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
Registration No. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3754366
(State or other jurisdiction (I.R.S. employer
of incorporation or identification
organization) number)
_____________
BETHANY CROSSING OFFICE CENTER, 82 BETHANY ROAD, HAZLET, NEW JERSEY 07730
(Address of principal executive offices) (Zip code)
_____________
CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
1996 LONG-TERM EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
_____________
HARVEY GOLDMAN
Chairman, Chief Executive Officer
and President
Conversion Technologies International, Inc.
Bethany Crossing Office Center
82 Bethany Road
Hazlet, New Jersey 07730
(908) 888-3828
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
Copy to:
Julie M. Allen, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Common Stock; $.00025 200,000 shares $3.57 $714,000 $247
par value
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The maximum aggregate offering price of the Common Stock to be
registered pursuant to this Registration Statement has been determined
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the bid and asked prices for
the Common Stock as quoted on the Nasdaq SmallCap Market on October 4,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. Such documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The following documents, which have been filed by Conversion
Technologies International, Inc., a Delaware corporation (the "Corporation"),
with the Commission, are incorporated herein by reference:
(i) The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1996, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(ii) The description of the Common Stock contained in the
Corporation's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act.
(b) In addition, all documents filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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 part hereof from the date of the 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
The Corporation's Restated Certificate of Incorporation and By-laws
provide that the Corporation shall indemnify any current or former director
or officer to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL"). Section 145 of the DGCL provides for such
indemnification. In addition, the Corporation has entered into indemnity
agreements with its directors, which obligate the Corporation to indemnify
such directors to the fullest extent permitted by the DGCL. In addition, the
Corporation maintains officers' and directors' liability insurance which
insures against liabilities that officers and directors of the Corporation
may incur in such capacities.
Pursuant to Section 102(b)(7) of the DGCL, the Corporation's Restated
Certificate of Incorporation eliminates the liability of the Corporation's
directors to the Corporation or its stockholders, except for liabilities
related to breach of duty of loyalty, actions not in good faith and certain
other liabilities.
Reference is made to the form of Underwriting Agreement filed as Exhibit
1.1 to the Corporation's Registration Statement on Form SB-2 (File No.
333-00756), which provides for indemnification of the directors and officers
of the Corporation signing such registration statement and certain
controlling persons of the Corporation against certain liabilities, including
those arising under the Securities Act in certain instances by the
Underwriters.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
---------- -----------
4.1 Amended and Restated Certificate of
Incorporation of Conversion
Technologies International, Inc.
(filed as Exhibit 3.1 to the
Corporation's Registration Statement
on Form SB-2, File No. 333-00756 (the
"Form SB-2"), and incorporated herein
by reference)
4.2 By-laws of Conversion Technologies
International, Inc. (filed as Exhibit
3.2 to the Form SB-2 and incorporated
herein by reference)
5 Opinion of O'Sullivan Graev &
Karabell, LLP (including the consent
of such firm) regarding the legality
of securities being offered
10.1 Conversion Technologies International,
Inc. 1996 Long-Term Employee Incentive
Plan
23.1 Consent of O'Sullivan Graev &
Karabell, LLP (included in their
opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP,
independent auditors (included on page II-7)
24 Powers of Attorney
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 registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those 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.
II-3
<PAGE>
(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 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.
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 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 Hazlet, State of New Jersey, on this 7th day of
October, 1996.
CONVERSION TECHNOLOGIES
INTERNATIONAL, INC.
By: /s/ Harvey Goldman
---------------------------------
Harvey Goldman
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 7th day of October, 1996, by
or on behalf of the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Harvey Goldman Chairman of the Board, President, Chief
----------------------------- Executive Officer and Director
Harvey Goldman (principal executive officer)
/s/ David L. Sanders* Chief Accounting Officer (principal
----------------------------- financial and accounting officer)
David L. Sanders
/s/ Eckardt C. Beck*
----------------------------- Director
Eckardt C. Beck
/s/ Norman L. Christensen, Jr.*
----------------------------- Director
Norman L. Christensen, Jr.
/s/ Peter H. Gardner*
----------------------------- Director
Peter H. Gardner
/s/ Scott A. Katzmann*
----------------------------- Director
Scott A. Katzmann
/s/ Alexander P. Haig*
----------------------------- Director
Alexander P. Haig
II-5
<PAGE>
Signature Title
--------- -----
/s/ Donald R. Kendall, Jr.*
----------------------------- Director
Donald R. Kendall, Jr.
Director
-----------------------------
Irwin M. Rosenthal
*By: /s/ Harvey Goldman
-----------------------------
Harvey Goldman
ATTORNEY-IN-FACT
II-6
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-XXXXX) pertaining to the Long-Term Employee Incentive Plan
of Conversion Technologies International, Inc. of our report dated August 13,
1996, except for Note 9 as to the which the date is September 20, 1996, with
respect to the consolidated financial statements of Conversion Technologies
International, Inc. included in its Annual Report (Form 10-KSB) for the year
ended June 30, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
MetroPark, New Jersey
October 8, 1996
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- -----
4.1 Amended and Restated Certificate of
Incorporation of Conversion Technologies
International, Inc. (filed as Exhibit
3.1 to the Corporation's Registration
Statement on Form SB-2, File No. 333-
00756 (the "Form SB-2"), and incorporated
herein by reference)
4.2 By-laws of Conversion Technologies
International, Inc. (filed as Exhibit
3.2 to the Form SB-2 and incorporated
herein by reference)
5 Opinion of O'Sullivan Graev & Karabell,
LLP (including the consent of such firm)
regarding the legality of securities
being offered
10.1 Conversion Technologies International,
Inc. 1996 Long-Term Employee Incentive Plan
23.1 Consent of O'Sullivan Graev & Karabell,
LLP (included in their opinion filed as
Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP, independent
auditors (included on page II-7)
24 Powers of Attorney
II-8
<PAGE>
EXHIBIT 5
October 8, 1996
Conversion Technologies International, Inc.
82 Bethany Road
Hazlet, New Jersey 07730
Conversion Technologies International, Inc.
200,000 Shares of Common Stock, $.00025 Par Value
Dear Sirs:
We have acted as counsel to Conversion Technologies International,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of 200,000 shares
(the "Shares") of Common Stock, $.00025 par value, of the Company for
issuance to certain employees pursuant to the Company's 1996 Long-Term
Employee Incentive Plan (the "Plan").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
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 latter
documents.
Based upon the foregoing, we are of the opinion that the issuance and
sale of the Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the provisions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the Delaware General
Corporation Law.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed by the Company to register the
Shares.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
<PAGE>
EXHIBIT 10.1
CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
1996 LONG-TERM EMPLOYEE INCENTIVE PLAN
ARTICLE I. PURPOSE, ADOPTION AND TERM OF THE PLAN
1.01 PURPOSE. The purpose of the Conversion Technologies International,
Inc. 1996 Long-Term Employee Incentive Plan (hereinafter referred to as the
"Plan") is to assist the Company (as hereinafter defined) and its
subsidiaries in attracting and retaining individuals to serve as officers and
key employees who will contribute to the success of the Company and its
subsidiaries and to provide incentives to such individuals to achieve
long-term objectives which will inure to the benefit of all stockholders of
the Company.
1.02 ADOPTION AND TERM. The Plan has been approved and adopted by the
Board (as hereinafter defined), acting through its Executive Committee,
effective as of August 26, 1996 (the "Effective Date"). The Plan shall
terminate without further action of the Board on the tenth anniversary of the
Effective Date.
ARTICLE II. DEFINITIONS
For purposes of this Plan, capitalized terms shall have the following
meanings:
<PAGE>
2.01 AWARD means any grant to a Participant of any one or a combination of
Restricted Shares described in Article VI, Performance Awards described in
Article VII or any other award made under the terms of the Plan.
2.02 AWARD AGREEMENT means a written agreement between the Company and a
Participant or a written acknowledgment from the Company specifically setting
forth the terms and conditions of an Award granted to a Participant under the
Plan.
2.03 AWARD PERIOD means, with respect to an Award, the period of time, if
any, set forth in the Award Agreement during which specified target performance
goals must be achieved or other conditions set forth in the Award Agreement must
be satisfied.
2.04 BENEFICIARY means an individual, trust or estate who or which, by will
or the laws of descent and distribution, succeeds to the rights and obligations
of a Participant under the Plan and an Award Agreement upon the Participant's
death.
2.05 BOARD means the Board of Directors of the Company.
2.06 BUSINESS DAY means any day on which banking institutions in the State
of New York are not authorized or obligated by law or executive order to close.
2
<PAGE>
2.07 CHANGE IN CONTROL means any of the events set forth below; provided,
however, that the Committee, in its sole discretion, may specify a more
restrictive definition of Change in Control in any Award Agreement, which shall
apply to the Award granted under such Award Agreement:
(a) The acquisition in one or more transactions, other than from the
Company, by any individual, entity or group (within the meaning of Section
13 (d) (3) or 14 (d) (2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a
number of Company Voting Securities in excess of 50% of the Company Voting
Securities unless such acquisition has been approved by the Board; or
(b) Any election has occurred of persons to the Board that causes
two-thirds of the Board to consist of persons other than (i) persons who
were members of the Board on August 16, 1996 and (ii) persons who were
nominated for elections as members of the board at a time when two-thirds
of the Board consisted of persons who were members of the Board on August
16, 1996; provided, however, that any person nominated for election by a
Board at least two-thirds of whom constituted persons described in clauses
(i) and/or (ii) or by persons who were themselves nominated by such Board
shall, for this purpose, be deemed to have been nominated by a Board
comprised of persons described in clause (i); or
3
<PAGE>
(c) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, unless, following such reorganization, merger or
consolidation, all or substantially all of the individuals and entities who
were the respective beneficial owners of the Outstanding Shares and Company
Voting Securities immediately prior to such reorganization, merger or
consolidation, following such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 50% of, respectively,
of the then outstanding shares of Common Stock and the combined voting
power of the then outstanding Company Voting Securities entitled to vote
generally in the election of directors of the entity resulting from such
reorganization, merger or consolidation in substantially the same
proportion as their ownership of the Outstanding Shares and Company Voting
Securities immediately prior to such reorganization, merger or
consolidation, as the case may be; or
(d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) a sale or other
disposition of all or substantially all the assets of the Company.
2.08 CODE means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto. References to a section of the Code shall
include that
4
<PAGE>
section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said section.
2.09 COMMITTEE means the Compensation Committee of the Board or such other
Committee as may be designated by the Board or, if the Board shall administer
this Plan, the term "Committee" shall mean the Board. The Committee shall have
the power and authority to administer the Plan in accordance with Section 3.01.
2.10 COMMON STOCK means the Common Stock, par value $0.00025 per share, of
the Company.
2.11 COMPANY means Conversion Technologies International, Inc., a
corporation organized under the laws of the State of Delaware, and its
successors.
2.12 COMPANY VOTING SECURITIES means the combined voting power of all
outstanding voting securities of the Company entitled to vote generally in the
election of the Board.
2.13 DATE OF GRANT means the date designated by the Committee as the date
as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.
5
<PAGE>
2.14 DISABILITY means any physical or mental impairment or disability which
prevents a Participant from performing the duties of his or her employment for
a period of 180 days in a 360-day period.
2.15 DISABILITY DATE means the date which is 120 days after the date on
which a Participant is first absent from active employment with the Company (or
any of its subsidiaries) by reason of a Disability.
2.16 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
2.17 FAIR MARKET VALUE means, as of any given date, with respect to any
Awards granted hereunder, the average of the high and low trading prices of the
Common Stock on such date as reported on the New York Stock Exchange or, if the
Common Stock is not then traded on the New York Stock Exchange, on such other
national securities exchange on which the Common Stock is admitted to trade, or,
if none, on the Nasdaq Stock Market ("Nasdaq") if the Common Stock is admitted
for quotation thereon; provided, however, if there were no sales reported as of
such date, Fair Market Value shall be computed as of the last date preceding
such date on which a sale was reported; provided, further, that if any such
exchange or quotation system is closed on any day on which Fair Market Value is
to be determined, Fair Market Value shall be determined as of the first date
immediately preceding such date on which such exchange or quotation system was
open for trading. In the event the Common Stock is not admitted to trade on
6
<PAGE>
a securities exchange or quoted on Nasdaq, the Fair market Value as of any given
date shall be as determined in good faith by the Committee.
2.18 OUTSTANDING SHARES means, at any time, the issued and outstanding
shares of Common Stock.
2.19 PARTICIPANT shall mean any employee of the Company or any of its
subsidiaries selected by the Committee to receive an Award under the Plan in
accordance with Article V.
2.20 PERFORMANCE AWARD means an Award, granted in accordance with Article
VII, of the right to receive an award, payable in cash or Common Stock or a
combination of both at the end of a specified performance period.
2.21 PLAN means the Conversion Technologies International, Inc. 1996
Long-Term Incentive Plan as set forth herein, and as the same may be amended
from time to time.
2.22 RESTRICTED SHARES means shares of Common Stock subject to restrictions
imposed in connection with Awards granted under Article VI.
7
<PAGE>
2.23 TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company or any of its
subsidiaries for any reason, including death, Disability, retirement or as the
result of the sale or other divestiture of the Participant's employer or any
similar transaction in which the Participant's employer ceases to be the Company
or one of its subsidiaries. Whether entering military or other government
service shall constitute Termination of Employment, and whether a Termination of
Employment is a result of Disability, shall be determined in each case by the
Committee.
ARTICLE III. ADMINISTRATION
3.01 COMMITTEE. The Plan shall be administered by the Committee, which
shall have exclusive and final authority in each determination, interpretation
or other action affecting the Plan and its Participants. The Committee shall
have the sole and absolute discretion to interpret the Plan, to establish and
modify administrative rules for the Plan, to select the officers and other key
employees to whom Awards may be granted, to determine all claims for benefits
under the Plan, to impose such conditions and restrictions on Awards as it
determines appropriate and to take such steps in connection with the Plan and
Awards granted hereunder as it may deem necessary or advisable.
8
<PAGE>
ARTICLE IV. SHARES
4.01 NUMBER OF SHARES ISSUABLE. Subject to adjustments as provided
in Section 9.07, the maximum number of shares of Common Stock available for
Awards under the Plan shall be 200,000 shares of Common Stock. Any and all
shares may be issued in respect of any of the types of Awards. The Common Stock
to be offered under the Plan shall be authorized and unissued Common Stock, or
issued Common Stock which shall have been reacquired by the Company and held in
its treasury.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Any Common Stock forfeited as
provided in Section 7.02(a) and Common Stock subject to any Awards which are
otherwise surrendered by the Participant without receiving any payment or other
benefit with respect thereto may again be subject to new Awards under the Plan.
Common Stock issued in payment of Performance Awards which are denominated in
cash amounts shall not again be available for the grant of Awards under the
Plan.
ARTICLE V. PARTICIPATION
5.01 ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such
officers and other key employees of the Company or its subsidiaries, whether
or not Directors, as the Committee, in its sole discretion, may designate
from time to time. The Committee's
9
<PAGE>
designation of a Participant in any year
shall not require the Committee to designate such person to receive Awards or
grants in any other year. The designation of a Participant to receive Awards
or grants under one portion of the Plan shall not require the Committee to
include such Participant under other portions of the Plan. The Committee
shall consider such factors as it deems pertinent in selecting Participants
and in determining the type and amount of their respective Awards. More than
one type of Award may be granted to a Participant at one time or at different
times.
ARTICLE VI. RESTRICTED SHARES
6.01 RESTRICTED SHARE AWARDS. Restricted Shares may be issued either alone
or in addition to other Awards granted under the Plan. The Committee may grant
to any Participant an Award of Common Stock in such number, and subject to such
terms and conditions relating to forfeitability and restrictions on delivery and
transfer (whether based on performance standards, periods of service or
otherwise) as the Committee shall establish. The terms of any Restricted Share
Award granted under this Plan shall be set forth in an Award Agreement which
shall contain provisions determined by the Committee and not inconsistent with
this Plan. The provisions of Restricted Share Awards need not be the same for
each Participant receiving such Awards.
(a) ISSUANCE OF RESTRICTED SHARES. As soon as practicable after the
Date of Grant of a Restricted Share Award by the Committee, the Company shall
cause to be
10
<PAGE>
transferred on the books of the Company Common Stock, registered on behalf of
the Participant, evidencing the Restricted Shares covered by the Award, but
subject to forfeiture to the Company retroactive to the Date of Grant if an
Award Agreement delivered to the Participant by the Company with respect to
the Restricted Shares covered by the Award is not duly executed by the
Participant and timely returned to the Company. All Common Stock covered by
Awards under this Article VI shall be subject to the restrictions, terms and
conditions contained in the Plan and the Award Agreement entered into by and
between the Company and the Participant. Until the lapse or release of all
restrictions applicable to an Award of Restricted Shares, the stock
certificates representing such Restricted Shares shall be held in custody by
the Company or its designee. Upon the lapse or release of all restrictions
with respect to an Award as described in Section 6.01(d), one or more stock
certificates, registered in the name of the Participant, for an appropriate
number of shares of Common Stock as provided in Section 6.01 (d), free of any
restrictions set forth in the Plan and the Award Agreement, shall be
delivered to the Participant.
(b) STOCKHOLDER RIGHTS. Beginning on the Date of Grant of the Restricted
Share Award and subject to execution of the Award Agreement as provided in
Section 6.01 (a), the Participant shall become a stockholder of the Company with
respect to all Common Stock subject to the Award Agreement and shall have all of
the rights of a stockholder, including, but not limited to, the right to vote
such Common Stock and the right to receive dividends (or dividend equivalents);
provided, however, that any Common
11
<PAGE>
Stock distributed as a dividend or otherwise with respect to any Restricted
Shares as to which the restrictions have not yet lapsed shall be subject to
the same restrictions as such Restricted Shares and shall be held as
prescribed in Section 6.01(a).
(c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Shares may
be assigned or transferred (other than by will or the laws of descent and
distribution), pledged or sold prior to lapse or release of the restrictions
applicable thereto.
(d) DELIVERY OF SHARES UPON RELEASE OF RESTRICTIONS. Upon expiration or
earlier termination of the forfeiture period without a forfeiture and the
satisfaction of or release from any other conditions prescribed by the
Committee, the restrictions applicable to the Restricted Shares shall lapse. As
promptly as administratively feasible thereafter, subject to the requirements of
Section 11.06, the Company shall deliver to the Participant or, in case of the
Participant's death, to the Participant's Beneficiary, one or more stock
certificates for the appropriate number of shares of Common Stock, free of all
such restrictions, except for any restrictions that may be imposed by law.
6.02 TERMS OF RESTRICTED SHARES.
(a) FORFEITURE OF RESTRICTED SHARES. Subject to Section 6.02(b) and
except as otherwise may be set forth in any Award Agreement, all Restricted
Shares shall be forfeited and returned to the Company and all rights of the
Participant with respect to such
12
<PAGE>
Restricted Shares shall terminate unless the Participant continues in the
service of the Company or one of its subsidiaries as an employee until the
expiration of the forfeiture period for such Restricted Shares and satisfies
any and all other conditions set forth in the Award Agreement. The
Committee, in its sole discretion, shall determine the forfeiture period
(which may, but need not, lapse in installments) and any other terms and
conditions applicable with respect to any Restricted Share Award.
(b) WAIVER OF FORFEITURE PERIOD. Notwithstanding anything contained in
this Article VI to the contrary, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in any Award
Agreement under appropriate circumstances (including the death, disability or
retirement of the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and conditions (including
forfeiture of a proportionate number of the Restricted Shares) as the Committee
shall deem appropriate.
ARTICLE VII. PERFORMANCE AWARDS
7.01 PERFORMANCE AWARDS.
(a) AWARD PERIODS. Performance Awards may be granted either alone or
in addition to other Awards granted under the Plan. A Performance Award
shall consist of the right to receive a payment (measured by (i) the Fair
Market Value of a specified
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number of shares of Common Stock at the end of the Award Period or (ii) the
increase in the Fair Market Value of a specified number of shares of Common
Stock during the Award Period or (iii) a fixed cash amount payable at the end
of the Award Period) contingent upon the extent to which certain
predetermined performance targets have been met during an Award Period. The
Committee shall determine the Participants to whom Performance Awards shall
be awarded, the number of Performance Awards to be awarded to any
Participant, the duration of the Award Period during which the Performance
Awards will be vested and the other terms and conditions of the Award.
(b) PERFORMANCE TARGETS. The Performance targets may include
individual performance standards or specified levels of revenue, funds from
operations, positive cash flow, earnings per share, return on investment,
return on stockholder equity and/or such other goals related to the
performance of the Company and/or its subsidiaries as may be established by
the Committee in its sole discretion. The performance targets established by
the Committee may vary for different Award Periods and need not be the same
for each Participant receiving a Performance Award in an Award Period. The
Committee, in its sole discretion, but only under circumstances when events
or transactions occur to cause the performance targets to be an inappropriate
measure of achievement as determined by the Committee, may change the
performance targets for any Award Period at any time prior to the final
determination of the Award.
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(c) EARNING PERFORMANCE AWARDS. The Committee at the Date of Grant
shall prescribe a formula to determine the percentage of the Performance
Award to be earned based upon the degree of attainment of performance
targets. The degree of attainment of performance targets shall be determined
as of the last day of the Award Period. In the event the minimum performance
targets established by the Committee are not achieved, no payment shall be
made to the Participant. In the event the performance targets are fully
achieved, 100% of the Performance Award shall be paid to the Participant.
The Committee, in its sole discretion, may provide for grants up to a maximum
of 150% of Performance Awards for achievement exceeding performance targets.
(d) PAYMENT OF EARNED PERFORMANCE AWARDS. Payments of earned
Performance Awards shall be made in cash or Common Stock (based on the Fair
Market Value of the Common Stock on the last day of the Award Period), or a
combination of cash and Common Stock at the sole discretion of the Committee.
Payment normally will be made as soon as is practicable following the end of
an Award Period; the Committee, however, may permit deferral of the payment
of all or a portion of a Performance Award payable in cash upon the request
of the Participant timely made in accordance with rules prescribed by the
Committee. Deferred amounts may generate earnings for the Participant under
the conditions of a separate agreement approved by the Committee and executed
by the Participant. The Committee, in its sole discretion, may define in the
Award Agreement
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such other conditions of payment of earned Performance Awards as it may deem
desirable in carrying out the purposes of the Plan.
7.02 TERMS OF PERFORMANCE AWARDS. Unless otherwise provided by the
Committee, in its sole discretion, in the Award Agreement, the following
provisions shall apply to Performance Awards:
(a) TERMINATION OF EMPLOYMENT. Unless otherwise provided below, in the
case of a Participant's Termination of Employment prior to the end of an Award
period, the Participant will not be entitled to any Performance Awards.
(b) DISABILITY, DEATH OR RETIREMENT. Unless otherwise provided by the
Committee, in its sole discretion, in the Award Agreement, if a Participant's
Disability Date or Termination of Employment by reason of death or retirement
occurs following at least six months of participation in any Award Period,
but prior to the end of an Award Period, the Participant or such
Participant's Beneficiary, as the case may be, shall be entitled to receive a
pro-rata share of his or her Award as determined under Subsection (c).
(c) PRO-RATA PAYMENT. The amount of any payment made to a Participant
(or Beneficiary) under circumstances described in subsection (b) will be the
amount determined by multiplying the amount of the Performance Award which would
have been
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earned, determined at the end of the Award Period, had such employment not
been terminated, by a fraction, the numerator of which is the number of whole
months such Participant was employed during the Award Period, and the
denominator of which is the total number of months of the Award Period. Any
such payment shall be made as soon as practicable after the end of the
respective Award Period, and shall relate to attainment of performance
targets over the entire Award Period.
(d) OTHER EVENTS. Notwithstanding anything to the contrary in this
Article VII, the Committee may, in its sole and exclusive discretion, determine
to pay all or any portion of a Performance Award to a Participant who has
terminated employment prior to the end of an Award Period under certain
circumstances including a material change in circumstances arising after the
Date of Grant, and subject to such terms and conditions as the Committee shall
deem appropriate, provided that the Participant shall have completed, at his or
her Termination of Employment, at least one year of employment after the Date of
Grant.
ARTICLE VIII. OTHER STOCK-BASED AWARDS
8.01 GRANT OF OTHER AWARDS. Other Awards, valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone or
in addition to or in conjunction with other Awards under the Plan. Subject to
the provisions of the Plan, the Committee shall have sole and complete authority
to determine the
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persons to whom and the time or times at which such Awards shall be made, the
number of shares of Common Stock to be granted pursuant to such Awards and
all other conditions of the Awards. Any such Award shall be confirmed by an
Award Agreement executed by the Committee and the Participant, which Award
Agreement shall contain such provisions as the Committee determines to be
necessary or appropriate to carry out the intent of this Plan with respect to
such Award.
8.02 TERMS OF OTHER AWARDS. In addition to the terms and conditions
specified in the Award Agreement, Awards made pursuant to this Article VIII
shall be subject to the following:
(a) Any Common Stock subject to Awards made under this Article VIII may
not be sold, assigned, transferred, pledged or otherwise encumbered prior to the
date on which the Common Stock is issued, or, if later, the date on which any
applicable restriction or performance or deferral period lapses; and
(b) If specified by the Committee in the Award Agreement, the recipient of
an Award under this Article VIII shall be entitled to receive, currently or on a
deferred basis, dividends or dividend equivalents with respect to the Common
Stock covered by the Award, and the Committee, in its sole discretion, may
provide in the Award Agreement that such amounts be reinvested in additional
shares of Common Stock; and
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(c) The Award Agreement with respect to any Award shall contain
provisions dealing with the disposition of such Award in the event of a
Termination of Employment prior to the exercise, realization or payment of
such Award, whether such termination occurs because of retirement,
Disability, death or other reason, with such provisions to take account of
the specific nature and purpose of the Award, as well as appropriate
provisions regarding acceleration of exercise, realization or payment of such
Award upon the occurrence of a Change in Control, and the Committee, in its
sole discretion, may waive any or all of the restrictions imposed with
respect to any Award under this Article VIII.
(d) Common Stock issued as a bonus pursuant to this Article VIII shall
be issued for such consideration as the Committee shall determine in its sole
discretion.
ARTICLE IX. TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
9.01 EFFECT OF CHANGE IN CONTROL. Unless otherwise provided in the
relevant Award Agreement, upon the occurrence of an event of Change in Control:
(a) Any restriction periods and restrictions imposed on Restricted Shares
shall lapse and within ten (10) business days after the occurrence of a Change
in Control the stock certificates representing Restricted Shares, without any
restrictions or legends thereon, shall be delivered to the applicable
Participant; and
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(b) The target values attainable under all Performance Awards shall be
deemed to have been fully earned for the entire Award Period as of the effective
date of the Change in Control.
9.02 PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant to a Participant any Award under the Plan which is
contrary to any provisions of the Plan. In the event any provision of any Award
granted under the Plan shall conflict with any of the terms in the Plan as
constituted on the Date of Grant of such Award, the terms in the Plan as
constituted on the Date of Grant of such Award shall control. Except as
provided in Section 9.04 or 7.01(b) or unless otherwise provided by the
Committee, in its sole discretion, in the Award Agreement, the terms of any
Award granted under the Plan may not be changed after the Date of Grant of such
Award so as to materially decrease the value of the Award without the express
written approval of the Participant.
9.03 AWARD AGREEMENT. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or received any other Award acknowledgment authorized by the Committee
expressly granting the Award to such person and containing provisions setting
forth the terms of the
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Award. If there is any conflict between the provisions of an Award Agreement
and the terms of the Plan, the terms of the Plan shall control.
9.04 MODIFICATION OF AWARD AFTER GRANT. Except as provided in Section
7.01(b) unless otherwise provided by the Committee, in its sole discretion, in
the Award Agreement, no Award granted under the Plan to a Participant may be
modified (unless such modification does not materially decrease the value of the
Award) after the Date of Grant except by express written agreement between the
Company and the Participant, provided that any such change (a) shall not be
inconsistent with the terms of the Plan, and (b) shall be approved by the
Committee.
9.05 LIMITATIONS ON TRANSFER. The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the laws
of descent and distribution. During the lifetime of a Participant, only the
participant personally may exercise rights under the Plan. Except as otherwise
specifically provided in the Plan, a Participant's Beneficiary may exercise the
Participant's rights only to the extent they were exercisable under the Plan at
the date of the death of the Participant and are otherwise currently
exercisable.
9.06 TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or
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paid by the Company with respect to any amount payable and/or Common Stock
issuable under such Participant's Award, or with respect to any income
recognized upon the lapse of restrictions applicable to an Award, and the
Company may defer payment or issuance of the cash or Common Stock upon the
grant, exercise or vesting of an Award unless indemnified to its satisfaction
against any liability for any such tax. The amount of such withholding or
tax payment shall be determined by the Committee or its delegate and shall be
payable by the Participant at such time as the Committee determines. The
Committee may prescribe in each Award Agreement one or more methods by which
the Participant will be permitted to satisfy his or her tax withholding
obligation, which methods may include, without limitation, the payment of
cash by the Participant to the Company and the withholding from the Award, at
the appropriate time, of a number of shares of Common Stock sufficient, based
upon the Fair Market Value of such Common Stock to satisfy such tax
withholding requirements. The Committee shall be authorized, in its sole
discretion, to establish such rules and procedures relating to any such
withholding methods as it deems necessary or appropriate.
9.07 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The number and kind of
shares subject to outstanding Awards, the purchase price or exercise price of
such Awards, and the number and kind of shares available for Awards subsequently
granted under the Plan shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger, consolidation
or other change in capitalization with a similar substantive effect upon the
Plan or the Awards granted under the Plan. The
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Committee shall have the power and sole discretion to determine the nature
and amount of the adjustment to be made in each case. In no event shall any
adjustment be made under the provisions of this Section 9.07(a) to any
previous grant of Restricted Shares if an adjustment has been or will be made
to the Common Stock awarded to the Participant in such person's capacity as a
stockholder.
9.08 LOANS. The Company shall be entitled, if the Committee in its sole
discretion deems it necessary or desirable, to lend money to a Participant
for purposes of (a) exercising his or her rights under an Award hereunder or
(b) paying any income tax liability related to an Award. Such a loan shall
be evidenced by a promissory note payable to the order of the Company
executed by the Participant and containing such other terms and conditions as
the Committee may deem desirable.
9.09 SURRENDER OF AWARDS. Any Award granted to a Participant under the
Plan may be surrendered to the Company for cancellation on such terms as the
Committee and the Participant approve.
9.10 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee or other
person shall have any claim of right to be granted an Award under this Plan.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee any right to be retained in the employ of the Company or any of its
subsidiaries.
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9.11 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any employee pension benefit plan (as such term
is defined in Section 3(2) of the Employee Retirement Income Security Act of
1974) or group insurance or other benefit plans applicable to the Participant
which are maintained by the Company or any of its subsidiaries, except as may be
provided under the terms of such plans or determined by resolution of the Board.
9.12 GOVERNING LAW. The Plan and all determinations made and actions taken
pursuant to the Plan shall be governed by the laws of the State of Delaware
other than the conflict of laws provisions of such laws, and shall be construed
in accordance therewith.
9.13 NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Committee or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.
9.14 CAPTIONS. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan,
and all provisions of the Plan shall be construed as if no captions have been
used in the Plan.
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9.15 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of the Plan or any Award at any time granted under the Plan shall
be held to be prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the objectives of the
provision as originally written to the fullest extent permitted by law and
(b) all other provisions of the Plan and every other Award at any time
granted under the Plan shall remain in full force and effect.
9.16 LEGENDS. All certificates for Common Stock delivered under the Plan
shall be subject to such transfer restrictions set forth in the Plan and such
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed and any applicable
federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate references to such
restrictions.
9.17 AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Board shall have complete power and authority to
amend the Plan at any time it is deemed necessary or appropriate. No
termination or
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amendment of the Plan may, without the consent of the Participant to whom any
Award shall theretofore have been granted under the Plan, adversely affect
the right of such individual under such Award; provided, however, that the
Committee may change performance targets as provided in Section 7.01(b) and
make such provision in the Award Agreement for amendments which, in its sole
discretion, it deems appropriate.
(b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. No Award shall be granted under the Plan
after the termination of the Plan, but the termination of the Plan shall not
have any other effect and any Award outstanding at the time of the
termination of the Plan may be exercised after termination of the Plan at any
time prior to the expiration date of such Award to the same extent such Award
would have been exercisable had the Plan not terminated.
ADOPTED EFFECTIVE AS OF AUGUST 26, 1996.
LONG TERM INCENTIVE PLAN (LTINCENP)
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW UNDER THE HEADING "SIGNATURE" CONSTITUTES AND APPOINTS HARVEY
GOLDMAN AND PERRY A. PAPPAS, OR EITHER OF THEM, HIS TRUE AND LAWFUL
ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES TO SIGN ANY OR ALL REGISTRATION STATEMENTS ON FORM S-8 WITH
RESPECT TO ANY SECURITIES TO BE OFFERED AND ISSUED BY CONVERSION TECHNOLOGIES
INTERNATIONAL, INC., A DELAWARE CORPORATION (THE "REGISTRANT"), PURSUANT TO
ANY EMPLOYEE BENEFIT PLAN (AS SUCH TERM IS DEFINED IN THE GENERAL
iNSTRUCTIONS TO FORM S-8) OF THE REGISTRANT AND ANY OR ALL AMENDMENTS TO ANY
SUCH REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO,
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, GRANTING UNTO SAID
ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, FULL POWER AND AUTHORITY TO
DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE
DONE IN AND ABOUT THE PREMISES, AS FULLY FOR ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, OR HIS SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
THIS POWER OF ATTORNEY HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES STATED ON THE 31ST DAY OF AUGUST, 1996.
SIGNATURES TITLE
----------- -----
/s/ Harvey Goldman Chairman of the Board, President,
- -------------------------- Chief Executive Officer and Director
Harvey Goldman (principal executive officer)
/s/ David L. Sanders Chief Accounting Officer (principal
- ---------------------------- financial and accounting officer)
David L. Sanders
/s/ Eckardt C. Beck Director
- -----------------------------
Eckardt C. Beck
/s/ Norman L. Christensen. Jr. Director
- ------------------------------
Norman L. Christensen, Jr.
/s/ Peter H. Gardner Director
- -------------------------------
Peter H. Gardner
/s/ Alexander P. Haig Director
- --------------------------------
Alexander P. Haig
/s/ Scott A. Katzmann Director
- ---------------------------------
Scott A. Katzmann
/s/ Donald R. Kendall, Jr. Director
- ---------------------------------
Donald R. Kendall, Jr.
Director
- ----------------------------------
Irwin M. Rosenthal
