As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________
KTI, INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 22-2665282
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7000 BOULEVARD EAST
GUTTENBERG, NEW JERSEY 07093
(Address of Principal Executive Offices)
KTI, INC. 401(K) SAVINGS & INVESTMENT PLAN
(Full Title of the Plan)
ROBERT E. WETZEL, ESQ.
KTI, INC.
7000 BOULEVARD EAST
GUTTENBERG, NEW JERSEY 07093
(Name and Address of Agent For Service)
(201) 854-7777
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Pricing Offering Registration
Registered Per Share* Price* Fee
<S> <C> <C> <C> <C>
Common Stock, no 200,000 Shares $8.1875 $1,637,500 $497.00
par value
* Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as reported
on the Nasdaq National Market System on May 7, 1997.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
registration statement:
(1) The Annual Report of KTI, Inc. (the "Company") on Form 10-K for
the year ended December 31, 1996, which has heretofore been filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(g) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the New Jersey Business Corporation Act provide
that the Company may indemnify the directors and officers of the Company and
affiliated companies against liabilities and expenses incurred by reason of the
fact that such persons were serving in such capacities, subject to certain
limitations and conditions set forth in the statute (N.J.S.A. 14A:3-5).
Articles Sixth and Seventh of the Restated Certificate of Incorporation of the
Company provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by New Jersey law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where applicable each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Guttenberg, State of New Jersey, on the 7th day
of May, 1997.
KTI, INC.
By: /s/ Nicholas Menonna, Jr.
Nicholas Menonna, Jr.
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of KTI, Inc., hereby
severally constitute Nicholas Mennona, Jr. and Martin J. Sergi and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
registration statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said registration statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable KTI, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated on the 7th
day of May, 1997.
Signature Title
/s/ Nicholas Menonna, Jr. Chairman and Chief Executive Officer
Nicholas Menonna, Jr. (Principal Executive Officer)
/s/ Martin J. Sergi Vice Chairman, President, Chief
Martin J. Sergi Operating Officer,
Chief Financial Officer, Treasurer, and
Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Dibo Attar Director
Dibo Attar
/s/ Jack Polak Director
Jack Polak
/s/ Jeffrey R. Power Director
Jeffrey R. Power
/s/ Ross Pirasteh Director
Ross Pirasteh
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this registration
statement.
Exhibit Number Description
4.1 * Restated Certificate of Incorporation of Registrant
(filed as an exhibit to Registrant's Form 8-K dated
March 13, 1995).
4.2 * By-laws of Registrant (filed as an exhibit to
Registrant's Form 10-K for the year ended December 31,
1996).
5 Opinion (including consent) of McDermott, Will & Emery
23 Consent of Ernst & Young
EXHIBIT 5
McDERMOTT, WILL & EMERY
50 Rockefeller Plaza
New York, New York 10020-1605
May 8, 1997
KTI, Inc.
7000 Boulevard East
Guttenberg, New Jersey 07093
Re: Registration of 200,000 Shares of Common Stock, No Par Value
(the "Common Stock"), of KTI, Inc. (the "Company") to be
Issued to the KTI, Inc. Retirement Savings Plan (the "Plan")
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of the
above-captioned securities, which may be issued pursuant to the Plans.
In arriving at the opinions expressed below we have examined the
Registration Statement, and such other documents as we have deemed necessary to
enable us to express the opinions hereinafter set forth. We have also reviewed
such questions of law as we considered necessary or appropriate for the purposes
of such opinions. In addition, we have examined and relied, to the extent we
deemed proper, on certificates of officers of the Company as to factual matters,
on the originals or copies certified or otherwise identified to our satisfaction
of all such corporate records of the Company and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to as copies, and the genuineness of all signatures
on documents reviewed by us and the legal capacity of natural persons.
Members of our firm are admitted to the bar of the State of New York.
We express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York and, to the extent specifically referred to herein, the
New Jersey Business Corporation Act (the "NJBCA") and the Federal laws of the
United States of America. While we are not licensed to practice law in the
State of New Jersey, we have reviewed applicable provisions of the NJBCA as we
have deemed appropriate in connection with the opinions expressed herein.
Except as described, we have neither examined nor do we express any opinion with
respect to New Jersey Law.
Based upon and subject to the foregoing and assuming that with regard
to the future issuance of shares of Common Stock to the Plan, such issuances are
duly authorized by the Company's Board of Directors, we are of the opinion that
the Common Stock, when issued to the Plan, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the KTI, Inc. 401(k) Savings Investment Plan of our reports
dated February 28, 1997 and February 7, 1997 with respect to the consolidated
financial statements and schedule of KTI, Inc. and the financial statements of
Penobscot Energy Recovery Company (a Limited Partnership), respectively,
included in the Annual Report (Form 10-K) of KTI, Inc. for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Hackensack, New Jersey
May 2, 1997
