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(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)
1995 QUALIFIED INCENTIVE 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
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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 150,000 shares $1.125 $168,750 $100.00
</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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150,000 Shares
PDG REMEDIATION, INC.
Common Stock
(Par Value $0.01 per Share)
Offered as set forth herein under the 1995 Qualified Incentive Stock
Option Plan to key managerial employees 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
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Description Page
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General............................................................ 2
Grant of Options................................................... 3
Tax Effects of Plan Participation.................................. 4
</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.
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PDG REMEDIATION, INC.
1995 QUALIFIED INCENTIVE STOCK OPTION PLAN
GENERAL
The 1995 Qualified Incentive Stock Option Plan (the "Plan"), was adopted by the
Board of Directors of PDG Remediation, Inc. (the "Corporation") on December 13,
1995. The Plan was approved at the August 15, 1996 Annual Meeting of
Shareholders.
The Plan provides for the grant of options to purchase an aggregate of up to
150,000 shares of the Corporation's common stock. All present and future key
managerial employees of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Plan in
accordance with its terms and conditions.
The purposes of the Plan are to encourage stock ownership in the Corporation by
selected key managerial employees 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 key managerial employees, and to remain
competitive in its compensation practices.
The Plan is administered by the Compensation Committee (the "Committee")
appointed by the Board of Directors of the Corporation. The Committee shall
consist of a minimum of two and a maximum of 3 members of the Board of
Directors, each of whom shall be a "disinterested person" as defined in Rule
16b-3 under the Securities Exchange Act of 1934. The Committee is responsible
for interpreting the Plan and prescribing such rules, regulations and
procedures in connection with the operations of the Plan in order to administer
the Plan consistent with its stated purposes. All questions as to stock options
granted under the 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 Plan is limited to 150,000. If an option
awarded under the 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
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 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.
In the event of a Change of Control of the Corporation, as defined in the Plan,
all options granted under the Plan shall terminate as of the date determined by
the Board of Directors. Each grantee shall be given at least thirty (30) days
written notice of the date fixed by the Board of Directors, during which time,
the grantee shall have the right to exercise all of the options granted and
unexercised at such time.
The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the 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 Plan, except in the event of an
adjustment by reason of any stock dividend, recapitalization, reclassification,
stock split or combination of shares, (ii) extends the term of the Plan or the
period during which options may be granted or exercised, (iii) changes the
description of the class of persons eligible to receive options under the Plan,
(iv) changes the manner of determining the minimum option price or the price of
outstanding options or terms of payments, or (v) 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.
Unless sooner terminated, the Plan shall expire ten years from the date the
Plan is adopted by the Board of Directors.
2
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The 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 Plan are borne by the Corporation.
GRANT OF OPTIONS
KEY MANAGERIAL EMPLOYEES
The Committee, in its sole discretion, may from time to time determine the key
managerial employees of the Corporation or any parent or subsidiary of the
Corporation to whom options are to be granted. Any options granted under the
Plan shall be subject to the following terms and conditions:
1. Each grantee who is a key managerial 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 unless the option is granted to
an individual who, at the time the option is granted, owns more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation or its parent or any
subsidiary; then the option price shall not be less than 110% of
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 certified check payable to the order of the
Corporation 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 Plan.
4. No option granted to a key managerial 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,
unless the Committee, in its discretion, determines otherwise.
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 unless the option
is granted to an individual who at the time the option is granted
owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation or its parent or
any subsidiary; then no option shall be exercised after the
expiration of five years from the date of grant of the option.
5. If the service of a grantee as a key managerial employee of the
Corporation or any parent or subsidiary of the Corporation is
terminated due to such grantee's death, or for any other reason
than those specified in Item 6. below, the grantee or the
grantee's legal representative, as the case may be, shall have the
right, within three months after the date of death or termination
of the key managerial employee (but not after the expiration date
of the option) to exercise all or any part of the options which
the deceased or terminated grantee could have exercised at the
time of the grantee's death or termination, but which the deceased
or terminated grantee had not exercised at such time. All options
which have not vested (are not exercisable) as of the date of the
grantee's death or termination shall be deemed to have terminated
as of the date of such event.
6. If the service of a grantee as a key managerial employee of the
Corporation or any parent or subsidiary of the Corporation is
terminated within one year following the date of grant for any
reason other than disability, change of control of the Corporation
or death, or because he or she is discharged for fraud, theft,
embezzlement or gross failure to perform his or her duties, or for
conflict of interest, the options shall be forfeited and
terminated immediately upon such termination of service.
3
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7. The grant of all options shall be evidenced by an agreement
between the Corporation and the employee 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 agreement to
which reference is made above.
TAX EFFECTS OF PLAN PARTICIPATION
It is intended that options granted pursuant to the Plan will be "incentive
stock options" as defined in Section 422 of the Internal Revenue Code of 1986,
as amended. In general, an optionee will not recognize income at the time of
the grant of options under the Plan or at the time that he or she exercises any
such options, unless the individual disposes of the Common Stock underlying
such options within two years of the grant of the option or one year of the
exercise of the option (an "Early Disposition"). Absent an Early Disposition,
the optionee will recognize a capital gain upon the disposition of the Common
Stock for an amount in excess of the exercise price of the option, but the
Corporation will not be able to take any deduction for the options granted
pursuant to the Plan. In addition, the optionee will have to report an
adjustment for alternative minimum tax purposes. That adjustment may cause the
individual to owe alternative minimum tax (a 26 to 28 percent tax) in the year
the option is exercised. However, if an Early Disposition occurs, the optionee
will recognize ordinary income for the difference between the sale price of the
stock and the exercise price of the option, but will not have any alternative
minimum tax adjustment. In the event of an Early Disposition, the Corporation
will receive a corresponding tax deduction.
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.
4
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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.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of 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
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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 150,000 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 1995 Qualified Incentive 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
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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 1995 Qualified Incentive
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
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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 150,000 shares of the common
stock of the Corporation proposed to be offered under the 1995 Qualified
Incentive Stock Option Plan to selected key managerial employees 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
