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As filed with the Securities and Exchange Commission on June 9, 1998
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 Issuer as Specified in its Charter)
NEW JERSEY 22-2665282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7000 BOULEVARD EAST
GUTTENBERG, NEW JERSEY 07093
(Address of Principal Executive Offices, Zip Code)
KTI, INC. 1994 LONG-TERM INCENTIVE AWARD PLAN
(FULL TITLE OF THE PLAN)
ROBERT E. WETZEL, ESQ.
KTI, INC.
C/O 7000 BOULEVARD EAST
GUTTENBERG, NEW JERSEY 07093
(Name and Address of Agent for Service)
TELEPHONE NUMBER,
INCLUDING AREA CODE,
OF AGENT FOR SERVICE:
(201) 854-7777
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 883,333 $21.94 $19,378,118 $5,716.54
Shares
===============================================================================================================================
</TABLE>
(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
(2) 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 on June 3, 1998.
<PAGE> 2
The contents of the Registration Statement on Form S-8 (Registration
No. 333-34327) filed by KTI, Inc. (the "Company") with the Securities and
Exchange Commission on August 25, 1997 to register common stock to be issued
pursuant to the KTI, Inc. 1994 Long-Term Incentive Award Plan (the "Plan") are
hereby incorporated herein by reference. This Registration Statement is being
filed to increase the number of shares registered pursuant to the Long-Term
Incentive Plan by 883,333 shares.
1
<PAGE> 3
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 Guttenberg, State of New Jersey, on the dates
indicated.
KTI, INC.
By: /s/ Ross Pirasteh
Ross Pirasteh
Chairman of the Board
Date: May 28, 1998
By: /s/ Martin J. Sergi
Martin J. Sergi
President
Date: May 27, 1998
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Ross Pirasteh and Martin J. Sergi, and each of them, with full power of
substitution and full power to act without the other, his or her true and lawful
attorney-in-fact and agent in his or her name, place and stead, to execute in
the name and on behalf of such person, individually and in each capacity stated
below, and to file any and all post-effective amendments.
Pursuant to the requirements of the Security Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATED
<S> <C> <C>
/s/ Ross Pirasteh Chairman of the Board of May 28, 1998
- --------------------------- Directors (Principal Executive
Ross Pirasteh Officer)
/s/ Martin J. Sergi Vice Chairman of the Board of May 27, 1998
- --------------------------- Directors, President and
Martin J. Sergi Chief Financial Officer (Chief
Financial and Accounting Officer
and Principal Executive Officer)
Director
- ---------------------------
Dibo Attar
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATED
<S> <C> <C>
/s/ Kenneth Choi Director May 27, 1998
- ---------------------------
Kenneth (Kook Joo) Choi
/s/ Paul Kleinaitis Director May 27, 1998
- ---------------------------
Paul Kleinaitis
/s/ Jack Polak Director May 28, 1998
- ---------------------------
Jack Polak
Director
- ---------------------------
Wilbur L. Ross
</TABLE>
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<PAGE> 5
EXHIBIT INDEX
Exhibit Number Description
4.1 Certificate of Amendment to Registrant's Restated Certificate
of Incorporation, filed May 14, 1997 (incorporated by
reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3, No. 333-28067, filed with the
Commission on May 30, 1997).
4.2 Certificate of Amendment to Registrant's Restated Certificate
of Incorporation, filed June 2, 1997 (incorporated by
reference to Exhibit 4.1 to Registrant's Current Report on
Form 8-K, dated June 4, 1997).
4.3 Certificate of Amendment to Registrant's Restated Certificate
of Incorporation, filed August 8, 1997 (incorporated by
reference to Exhibit 4.1 to Registrant's Current Report on
Form 8-K, dated August 15, 1997).
4.4 Certificate of Correction to Certificate of Amendment to
Registrant's Restated Certificate of Incorporation, filed
October 31, 1997 (incorporated by reference to Exhibit 4.4 to
Registrant's Registration Statement on Form S-3, No. 333-
44507, filed with the Commission on February 11, 1998).
4.5 Certificate of Amendment to Registrant's Restated Certificate
of Incorporation, filed May 20, 1998.
4.6 The Company's By-Laws (incorporated herein by reference to an
Exhibit to the Company's Form 10-K for the year ended December
31, 1996).
5.1 Opinion (including consent) of McDermott, Will & Emery as to
the legality of the securities being offered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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<PAGE> 1
Exhibit 4.5
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF KTI, INC.
Pursuant to provisions of Sections 14A:9-2(4) and 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:
1. The name of the Corporation is KTI, Inc.
2. The following amendment to the Certificate of Incorporation was
approved by the Board of Directors and thereafter duly adopted by the
shareholders of the Corporation on May 13, 1998.
Resolved that ARTICLE THIRD of the Restated Certificate of
Incorporation be amended to read its entirety as follows:
"ARTICLE THIRD
The total number of shares of Common Stock which the Corporation shall
have authority to issue is Forty Million (40,000,000) shares without par value.
The Corporation shall also have authority to issue Ten Million (10,000,000)
shares of Preferred Stock."
3. The number of shares entitled to vote upon the amendment was
9,477,953 shares.
4. The number of shares voting for, against and abstaining from voting
for such amendment are as follows:
Number of shares voting for amendment: 4,915,334
Number of shares voting against amendment: 236,617
Number of shares abstaining from voting: 1,174
5. The foregoing amendment to the Restated Certificate of Incorporation
shall become effective at the close of business on the date of filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 18th day of May, 1998.
KTI, INC.
By: /s/ Martin J. Sergi
--------------------------
Martin J. Sergi
President
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Exhibit 5.1
June 9, 1998
KTI, Inc.
c/o 7000 Boulevard East
Guttenberg, New Jersey 07093
Re: 883,333 Shares of Common Stock, No Par Value (the "Common
Stock") to be issued pursuant to the KTI, Inc. 1994 Long-Term
Incentive Award Plan, as amended (the "Plan")
Dear Ladies and Gentlemen:
We have acted as counsel for KTI, Inc. (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended, of 883,333 shares of Common Stock to be issued pursuant to the Plan.
In arriving at the opinions expressed below we have examined the
Registration Statement, the Plan, and such other documents as we have deemed
necessary to enable us to express the opinions hereinafter set forth. 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 us as copies, and the genuineness of all signatures on documents
reviewed by us and the legal capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock, when sold and issued in accordance with the terms of the Plan and
the Registration Statement, will be duly authorized, legally issued, fully paid
and non-assessable.
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KTI, Inc.
June 9, 1998
Page 2
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the KTI, Inc. 1994 Long-Term Incentive Award Plan of
our reports dated March 6, 1998 (except for Note 18 as to which the date is
March 23, 1998) 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, Limited Partnership (a Maine limited partnership),
respectively, included in the Annual Report (Form 10-K) of KTI, Inc. for the
year ended December 31, 1997, and of our report dated January 16, 1998 with
respect to the consolidated financial statements of Prins Recycling Corp.
(debtor-in-possession) included in the Current Report (Form 8-K, dated November
14, 1997, as amended by Form 8-K/A) of KTI, Inc., as filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Hackensack, New Jersey
June 4, 1998
