<PAGE> 1
(conformed)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PDG REMEDIATION, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA 15146
(Address of principal executive offices) (Zip Code)
AMENDED 1994 STOCK OPTION PLAN
(Full title of the plan)
Christina L. Goetz, Assistant Secretary
300 Oxford Drive
Monroeville, Pennsylvania 15146
(Name and address of agent for service)
(412) 856-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price fee
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<S> <C> <C> <C> <C>
Common Stock 350,000 shares $1.125 $393,750 $135.78
</TABLE>
*Computed with respect to the closing bid price of the Common Stock reported on
the NASDAQ Stock Market on November 4, 1996, of $1.125 per share solely for
the purpose of determining the registration fee.
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PROSPECTUS
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350,000 Shares
PDG REMEDIATION, INC.
Common Stock
(Par Value $0.01 per Share)
Offered as set forth herein under the Amended 1994 Stock Option Plan
to selected employees, consultants, and non-employee directors of
PDG Remediation, Inc. and its subsidiaries.
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PDG Remediation, Inc. (the "Corporation") is subject to the informational
requirements of the Securities and Exchange Act of 1934, and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission. The Corporation's securities are listed on NASDAQ.
The Corporation, upon the written or oral request of any person to whom this
Prospectus is delivered, shall undertake to provide, without charge to such
person, a copy of the documents incorporated by reference in Item 3 of Part II
of the Registration Statement and incorporated by reference into this
Prospectus and a copy of the Corporation's Annual Report on Form 10-K for its
latest fiscal year. Such a request should be directed to Ms. Christina Goetz,
Assistant Secretary of the Corporation, 300 Oxford Drive, Monroeville,
Pennsylvania 15146 (Telephone (412) 856-6100).
This Prospectus omits certain information relating to the securities offered
hereby which the Corporation has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to which,
reference is hereby made for further information with respect to the
Corporation and such securities.
Table of Contents
<TABLE>
<CAPTION>
DESCRIPTION PAGE
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General............................................................. 2
Grant of Options.................................................... 3
Tax Effects of Plan Participation................................... 6
</TABLE>
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This document constitutes a prospectus covering securities that have been
registered under the Securities Act of 1933. The date of this Prospectus is
November 7, 1996.
<PAGE> 3
PDG REMEDIATION, INC.
AMENDED 1994 STOCK OPTION PLAN
GENERAL
The 1994 Stock Option Plan (the "Plan"), which provided for the issuance of up
to 250,000 shares of PDG Remediation, Inc. common stock, was originally adopted
by the Board of Directors of PDG Remediation, Inc. (the "Corporation") on July
21, 1994. Certain amendments to the Plan were approved at the August 15, 1996
Annual Meeting of Shareholders. These amendments included an increase in the
number of shares that may be issued under the Plan from 250,000 shares to
350,000 shares and certain administrative amendments.
The Amended 1994 Stock Option Plan (the "Amended Plan") provides for the grant
of options to purchase an aggregate of up to 350,000 shares of the
Corporation's common stock. All present and future employees, consultants and
non-employee directors of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Amended Plan in
accordance with its terms and conditions.
The purposes of the Amended Plan are to encourage stock ownership in the
Corporation by selected employees, consultants and non-employee directors of
the Corporation, to provide such persons with additional incentives to remain
with the Corporation and increase their efforts on its behalf, to provide a
means through which the Corporation may attract, retain and motivate
outstanding employees, consultants and non-employee directors and to remain
competitive in its compensation practices.
The Amended Plan is administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors of the Corporation. The
Committee consists of not less than two non-employee members of the Board of
Directors. The Committee is responsible for interpreting the Amended Plan and
prescribing such rules, regulations and procedures in connection with the
operations of the Amended Plan in order to administer the Amended Plan
consistent with its stated purposes. All questions as to stock options granted
under the Amended Plan are also subject to the determination of the Committee.
The aggregate number of shares of the Corporation's common stock for which
options may be awarded under the Amended Plan is limited to 350,000. If an
option awarded under the Amended Plan to any individual expires, is terminated
unexercised, or is forfeited, the shares covered thereby shall be available for
future grants. The shares of the Corporation's common stock reserved for
issuance under the Amended Plan may be authorized and unissued shares of common
stock or shares of the Corporation's common stock held in treasury.
The number of shares subject to any option under the Amended Plan and the per
share price are subject to adjustment in the event of any change in the common
stock of the Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend or otherwise.
The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the Amended Plan at any time, provided that no amendment
shall be made which (i) shall increase the total number of shares which may be
issued and sold pursuant to options granted under the Amended Plan, (ii)
extends the term of any option granted beyond ten years from the date of its
grant, (iii) increases materially the benefits accruing to participants under
the Amended Plan, or (iv) is required by law to be approved by the
Corporation's shareholders, unless such amendment is made by or with the
approval of the shareholders.
The Amended Plan is not qualified under Section 401(a) of the Internal Revenue
Code, nor is it subject to the provisions of the Employee Retirement Income
Security Act of 1974.
The costs and expenses of administering the Amended Plan are borne by the
Corporation.
2
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GRANT OF OPTIONS
NON-EMPLOYEE DIRECTORS
Each participant who is a non-employee director of the Corporation at the
effective date of the Plan (July 21, 1994) shall be granted non-qualified stock
options, i.e., options which do not qualify under Section 422 of the Internal
Revenue Code, to purchase 10,000 shares of the Corporation's common stock. From
and after July 21, 1994, each non-employee director of the Corporation who has
not previously received options pursuant to the Amended Plan shall
automatically and without further action by the Board of Directors be granted
options to purchase 10,000 shares of the common stock of the Corporation upon
his election as a director of the Corporation.
On the fifth business day following the day of each annual meeting of the
stockholders of the Corporation, commencing with the Corporation's annual
meeting of shareholders in 1995, each non-employee director who has served for
at least twelve (12) consecutive months shall automatically and without further
action by the Board of Directors or the Committee be granted additional options
to purchase 1,250 shares of the common stock of the Corporation; provided,
however, that the maximum number of shares of common stock which may be granted
to any single non-employee director pursuant to the Amended Plan may not exceed
15,000 and that once any non-employee director has been granted options to
purchase 15,000 shares of common stock under the Amended Plan, no additional
options shall be granted to such non-employee director.
The options granted to non-employee directors under the Amended Plan shall be
subject to the following terms and conditions:
1. The price of the shares of common stock subject to option shall
be the fair market value of such shares on the date such option
is granted.
2. The price per share with respect to each option shall be payable
in full at the time the option is exercised. Such price shall be
payable in cash or by delivery to the Corporation of other shares
of common stock of the Corporation owned by the grantee. Shares
delivered to the Corporation in payment of the option price shall
be valued at the fair market value of the common stock of the
Corporation on the date of the exercise of the option. Payment of
the option price with shares of the common stock of the
Corporation shall not increase the number of shares of the common
stock which may be issued under the Amended Plan.
3. The right of non-employee directors to exercise options granted
under the Amended Plan shall immediately vest and become fully
exercisable upon the date of grant. No stock option shall be
exercisable after the expiration of ten (10) years from the date
of grant of the option.
4. If the service of a grantee as a non-employee director of the
Corporation is terminated due to such director's death, the
grantee's legal representative shall have the right, within one
year after the date of death of the non-employee director (but
not after the expiration date of the option), to exercise all or
any part of the options which the deceased grantee had not
exercised at the time of his or her death.
5. If the service of the grantee as director of the Corporation is
terminated for any reason other than the death of the grantee,
the grantee shall have the right to exercise all or any part of
the options which the grantee had not exercised at the time of
such termination under the expiration date of the options.
6. The grant of all options shall be confirmed by a notice executed
on behalf of the Corporation by the Secretary or Assistant
Secretary of the Corporation.
7. With respect to any option granted under the Amended Plan, the
Committee may, in its sole discretion, impose such other
restrictions, provisions, conditions, or terms as it deems
appropriate, subject to the foregoing provisions. Any such
restrictions, terms, provisions and conditions shall be set forth
in the notice to which reference is made above.
3
<PAGE> 5
EMPLOYEES
The Committee, in its sole discretion, may from time to time determine the
employees of the Corporation or any parent or subsidiary of the Corporation to
whom options are to be granted. Any options granted under the Amended Plan
shall be subject to the following terms and conditions:
1. Each grantee who is an employee of the Corporation or any parent
or subsidiary of the Corporation shall be required to enter into
an option agreement with the Corporation.
2. The price of shares of common stock subject to option shall be
set by the Committee at the time an option is granted, but in no
event shall such price be less than the fair market value of such
shares on the date such option is granted.
3. The price per share with respect to each option shall be payable
in full at the time the option is exercised. Such price shall be
payable in cash or by delivery to the Corporation of other shares
of common stock of the Corporation owned by the grantee. Shares
delivered to the Corporation in payment of the option price shall
be valued at the fair market value of the common stock of the
Corporation on the date of the exercise of the option. Payment of
the option price with shares of the common stock of the
Corporation shall not increase the number of shares of the common
stock which may be issued under the Amended Plan.
4. No option granted to an employee of the Corporation or any parent
or subsidiary of the Corporation shall be exercisable for a
period of one (1) year from the date of grant. Thereafter, such
options shall be exercisable in such installments as set forth in
the applicable option agreement as the Committee, in its sole
discretion, may determine. The Committee may, in its discretion,
accelerate the exercisability of options granted to employees. No
option shall be exercisable after the expiration of ten years
from the date of grant of the option.
5. If the service of a grantee as an employee of the Corporation or
any parent or subsidiary of the Corporation is terminated due to
such grantee's disability, retirement approved by the Corporation
or death, the grantee or the grantee's legal representative, as
the case may be, shall have the right, within one year after the
date of disability, retirement or death, as the case may be, of
the employee (but not after the expiration date of the option) to
exercise all or any part of the options which the disabled,
retired or deceased grantee could have exercised at the time of
the grantee's disability, retirement or death, but which the
disabled, retired or deceased grantee had not exercised at such
time. All options which have not vested (are not exercisable) as
of the date of the grantee's disability, retirement or death
shall be deemed to have terminated as of the date of such event.
6. If the service of a grantee as an employee of the Corporation or
any parent or subsidiary of the Corporation is terminated for any
reason other than disability, retirement approved by the
Corporation or death, the grantee shall have the right, within
three (3) months after the date of such termination, to exercise
the options that have vested as of the date the grantee's service
is terminated. Options that have not vested on or before the date
the grantee's service is terminated shall be forfeited and
terminated immediately upon such termination of service.
7. The grant of all options shall be confirmed by a notice executed
on behalf of the Corporation by the Secretary or Assistant
Secretary of the Corporation.
8. With respect to any option granted under the Amended Plan, the
Committee may, in its sole discretion, impose such other
restrictions, provisions, conditions or terms, as it deems
appropriate, subject to the foregoing provisions. Any such
restrictions, terms, provisions and conditions shall be set forth
in the notice to which reference is made above.
4
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CONSULTANTS
The Committee, in its sole discretion, may from time to time, determine the
consultants to the Corporation or to any parent or subsidiary of the
Corporation to whom options are to be granted. Any options granted under the
Amended Plan shall be subject to the following terms and conditions:
1. Each grantee who is a consultant to the Corporation or any parent
or subsidiary of the Corporation shall be required to enter into
an option agreement with the Corporation.
2. The price of shares of common stock subject to option shall be
set by the Committee at the time the option is granted, but in no
event shall the price be less than the fair market value of such
shares on the date such option is granted.
3. The price per share with respect to each option shall be payable
in full at the time the option is exercised. Such price shall be
payable in cash or by delivery to the Corporation of other shares
of common stock of the Corporation owned by the grantee. Shares
delivered to the Corporation in payment of the option price shall
be valued at the fair market value of the common stock of the
Corporation on the date of the exercise of the option. Payment of
the option price with the shares of the common stock of the
Corporation shall not increase the number of shares of the common
stock which may be issued under the Plan.
4. Options shall be exercisable by consultants to the Corporation or
any parent or subsidiary of the Corporation in such installments
as set forth in the applicable option agreement, as the
Committee, in its sole discretion, may determine. The Committee
may, in its discretion, accelerate the exercisability of options
granted to consultants. No option may be exercisable after the
expiration of ten (10) years from the date of the option.
5. Subject to the provisions of Section 6 below, options may be
exercised by a consultant to the Corporation or any parent or
subsidiary of the Corporation pursuant to the terms of the
applicable option agreement, regardless of whether the consultant
remains associated with the Corporation or any parent or
subsidiary of the Corporation for any time after the grant of the
option.
6. At the death of a consultant, the grantee's legal representative
shall have the right, within one year after the date of death of
the consultant (but not later than the expiration date of the
option) to exercise all or any part of the options which the
deceased grantee had not exercised at the time of the grantee's
death. Notwithstanding the foregoing, all options which have not
been vested as of the date of the grantee's death shall be deemed
to have been terminated as of the date of such death.
7. The grant of all options shall be confirmed by a notice executed
on behalf of the Corporation by the Secretary or Assistant
Secretary of the Corporation.
8. With respect to any option granted under the Plan, the Committee
may, in its sole discretion, impose such other restrictions,
provisions, conditions or terms as it deems appropriate, subject
to the foregoing provisions. Any such restrictions, terms,
provisions and conditions shall be set forth in the notice to
which reference is made above.
5
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TAX EFFECTS OF PLAN PARTICIPATION
Upon the grant of the option to the participant, no federal tax effect
shall occur with respect to the Corporation or the participant. When the
participant exercises the option, he/she will be taxed, as ordinary income, on
the aggregate difference between the fair market value of the stock on the date
of exercise and the exercise price of the option. The income to the participant
is subject to income tax withholding requirements. The Corporation may deduct
as compensation expense the aggregate difference between the fair market value
of the stock on the date of exercise and the exercise price of the option. Upon
the sale of the stock acquired by the participant pursuant to the exercise of
his/her option, the participant must report a capital gain (or loss) in the
amount of the difference between the sales price and the fair market value of
the stock on the date of exercise.
Participants are advised to consult their own tax counsel in regard to
the specific application of the federal income tax laws to their respective
situations.
6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Corporation with the Securities and
Exchange Commission, are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended January 31, 1996.
(b) Form 10-K/A No. 1 for the year ended January 31, 1996, dated May
30, 1996.
(c) Quarterly Report on Form 10-Q for the three months ended April
30, 1996.
(d) Quarterly Report on Form 10-Q for the three months ended July 31,
1996.
(e) Definitive proxy statement, filed pursuant to Section 14 of the
Exchange Act in connection with the August 15, 1996 Annual
Meeting of the Corporation's Stockholders.
(f) Description of common stock of the Corporation included in its
Articles of Incorporation filed as Exhibit 3.1 to its
registration statement on Form S-1 (No. 33-82092), effective as
of February 9, 1995.
All reports and other documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby are sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of 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 Corporation's Articles of Incorporation provide the Corporation with the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation -- a "derivative action"), by reason of the fact
that he or she is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another domestic or foreign
corporation, partnership, joint venture trust or other enterprise. The
Corporation shall indemnify its directors, officers, employees and agents
against expenses (including attorneys' fees and disbursements), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe their conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that they reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that their
conduct was unlawful.
<PAGE> 9
A similar standard of care is applicable in the case of a derivative action,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action
and court approval is required before there can be any indemnification where
the person seeking indemnification has been found to be liable to the
Corporation.
The Corporation's Articles of Incorporation provide for indemnification only as
authorized in a specific case upon a determination that the person seeking
indemnity has met the applicable standard of conduct. Said determination can be
made by the majority vote of disinterested members of the Board of Directors,
by independent legal counsel or by the stockholders.
The Corporation will pay the litigation expenses of a director, officer,
employee or agent as they are incurred. Any expenses incurred in defending any
action or proceeding may be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt by the Corporation of an
undertaking by or on behalf of any director, officer, employee or agent to
repay the amount if it is ultimately determined that they are not entitled to
be indemnified by the Corporation.
The indemnification requirement might have a significant adverse effect on the
Corporation and its stockholders in the event of a substantial judgment or
settlement with respect to a director, officer, employee or agent entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits have been filed as part of this registration statement.
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PAGES OF
SEQUENTIAL
EXHIBIT INDEX NUMBERING SYSTEM
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4.1 Articles of Incorporation of the Corporation, filed as Exhibit 3.1
to the Corporation's registration statement on Form S-1 (No. 33-
82092), effective as of February 9, 1995, is incorporated herein
by reference.
4.2 By-laws of the Corporation, filed as Exhibit 3.2 to the
Corporation's registration statement on Form S-1 (No. 33-82092),
effective as of February 9, 1995, is incorporated herein by
reference.
5.1 Opinion of Thorp, Reed & Armstrong, counsel for the Corporation,
as to the legality of the securities being registered.
23.1 The consent of Ernst & Young LLP, independent auditors.
23.2 The consent of Thorp, Reed & Armstrong, counsel for the
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors.
</TABLE>
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ITEM 9. UNDERTAKINGS
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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,
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
(4) 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 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.
(5) 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.
<PAGE> 11
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 Monroeville, State of Pennsylvania, on November 7,
1996.
PDG REMEDIATION, INC.
By /s/ John M. Musacchio
-------------------------------------
President and Chief Operating Officer
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.
/s/ John M. Musacchio
- -------------------------------------
President and Chief Operating Officer November 7, 1996
(Principal Executive Officer
and Director)
/s/ Michael Smith By /s/ John M. Musacchio
- ------------------------------------- -----------------------------------
Chief Financial Officer John M. Musacchio, Attorney-in-Fact
(Principal Financial and November 7, 1996
Accounting Officer and Director)
Edgar Berkey, Director By /s/ John M. Musacchio
Jimmy Sh Lee, Director -----------------------------------
Roy Zanatta, Director John M. Musacchio, Attorney-in-Fact
Leonard Petersen, Director November 7, 1996
<PAGE> 1
Exhibit 5.1
THORP REED
&
ARMSTRONG
PDG Remediation, Inc. November 8, 1996
300 Oxford Drive
Monroeville, Pennsylvania 15146
Ladies and Gentleman:
We have acted as counsel for PDG Remediation, Inc., a Pennsylvania corporation
(the "Company"), in connection with the Company's Registration Statement on
Form S-8 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of 350,000 shares (the "Shares"), par value
$.01 per share, of the Company's common stock ("Common Stock") reserved for
issuance upon the exercise of stock options ("Options") granted pursuant to the
Company's Amended 1994 Stock Option Plan (the "Plan"), as described in the
Registration Statement.
In connection with this opinion letter, we have examined a copy of the
Registration Statement, copies of the Company's articles of incorporation and
bylaws, and such other instruments and documents as we have deemed necessary as
a basis for the opinion hereinafter expressed. In rendering such opinion
letter, we have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are authentic, that
all documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and
complete.
Based on the foregoing, and subject to the assumptions and limitations herein
set forth, we are of the opinion that the Shares to be issued upon exercise of
Options granted pursuant to the Plan, as described in the Registration
Statement, when issued in accordance with the Plan, will be validly issued,
fully paid and non-assessable.
This opinion letter is limited in all respects to the applicable laws of the
Commonwealth of Pennsylvania and the United States of America.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ THORP, REED & ARMSTRONG
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Amended 1994 Stock Option
Plan of PDG Remediation, Inc. dated November 7, 1996 of our report dated March
8, 1996 (except for Note 3 as to which the date is April 25, 1996), with
respect to the consolidated financial statements and schedule of PDG
Remediation, Inc. included in the Annual Report (Form 10-K) for the year ended
January 31, 1996, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
November 7, 1996
/s/ ERNST & YOUNG LLP
---------------------
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of PDG Remediation, Inc., a Pennsylvania corporation, do hereby make,
constitute and appoint JOHN M. MUSACCHIO with full power and authority to act
as his or her true and lawful attorney-in-fact and agent, for him or her and in
his or her name, place and stead in any and all capacities, to sign a
Registration Statement on Form S-8 covering up to 350,000 shares of the common
stock of the Corporation proposed to be offered under the Amended 1994 Stock
Option Plan to selected employees, consultants and non-employee directors of
PDG Remediation, Inc. and its subsidiaries, under the Securities Act of 1933,
as amended, and any and all amendments to such Registration Statement, and to
file such Registration Statement, and all such amendments thereto, so signed,
with all exhibits thereto, with the Securities and Exchange Commission, hereby
granting unto said attorney-in-fact full power and authority to do and perform
any and all acts and things requisite and necessary to be done with respect to
the matters described above as fully to all intents and purposes as he or she
might or could do in person.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
this 7th day of November, 1996.
/s/ Michael Smith
------------------------------
Michael Smith, Chief Financial
Officer and Director
/s/ Edgar Berkey
------------------------------
Edgar Berkey, Director
/s/ Jimmy Sh Lee
------------------------------
Jimmy Sh Lee, Director
/s/ Roy Zanatta
------------------------------
Roy Zanatta, Director
/s/ Leonard Petersen
------------------------------
Leonard Petersen, Director
