As filed with the Securities and Exchange Commission on May 20, 1996
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREENMAN TECHNOLOGIES, INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 71-0724248
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 KIMBALL LANE, BUILDING A, LYNNFIELD, MASSACHUSETTS 01940
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
SFM MARKETING, INC. NON-QUALIFIED STOCK OPTIONS
-----------------------------------------------
(Full title of the plan)
------------------------------
MAURICE E. NEEDHAM
CHIEF EXECUTIVE OFFICER
GREENMAN TECHNOLOGIES, INC.
7 KIMBALL LANE, BUILDING A
LYNNFIELD, MASSACHUSETTS 01940
(617) 224-2411
(Name, address including zip code and telephone number,
including area code, of agent for service)
------------------------------
Copy to:
JOHN A. PICCIONE, ESQ.
EPSTEIN BECKER & GREEN, P.C.
75 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 342-4000
================================================================================
Total of Sequentially Numbered Pages: 15
Exhibit Index on Sequentially Numbered Page: 7
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 50,000 Shares $3.75(1) $187,500 $64.65
$.01 par value
50,000 Shares $4.75(1) $237,500 $81.90
50,000 Shares $5.75(1) $287,500 $99.14
100,000 Shares $6.75(1) $675,000 $232.76
------- ---------- -------
Totals: 250,000 Shares $1,387,500 $478.45
======= ========== =======
</TABLE>
================================================================================
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under
the Securities Act of 1933, the aggregate offering price and the fee
have been computed upon the basis of the price at which the option may
be exercised.
================================================================================
- 2 -
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to the Consultant or others as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to the Consultant as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Commission and the instructions to Form
S-8, such documents are not being filed with the Commission either as part of
this Registration Statement or as prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) Registrant's Prospectus effective September 29, 1995, pursuant
to Rule 424(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"), in Registration Statement No. 33-
86138 on Form SB-2, as amended (the "Form SB-2");
(b) Registrant's Quarterly Report on Form 10-QSB for the Quarter
ended February 29, 1996; and
(c) The section entitled "Description of Registrant's Securities
to be Registered" contained in the Registrant's Registration
Statement on Form 8-A, filed on September 27, 1995 pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporating by reference
the information contained in the Form SB-2.
All documents subsequently filed with the Commission by the Registrant
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 herein have been sold or which deregisters all securities then remaining
indicates that all securities offered herein 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.
Item 4. Description of Securities.
Not applicable.
- 3 -
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Epstein Becker & Green, P.C., Boston,
Massachusetts. John A. Piccione, an attorney at Epstein Becker & Green, P.C. and
Assistant Secretary of the Company, holds options to purchase 50,000 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Registrant's Certificate
of Incorporation and By-Laws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. Reference is made to the Registrant's
Certificate of Incorporation and By-Laws filed as Exhibit 3.1 and 3.2,
respectively, to the Registrant's Registration Statement on Form SB-2 and
incorporated herein by reference.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
Exhibit 4.1 Specimen certificate representing the Common
Stock of the Registrant (filed as Exhibit 4.1 to
Registrant's Registration Statement on Form SB-2
(File No. 33-86138) and incorporated herein by
reference).
Exhibit 4.2 Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to Registrant's Registration Statement
on Form SB-2 (File No. 33-86138) and incorporated
herein by reference).
Exhibit 4.3 By-laws of the Registrant (filed as Exhibit 3.2 to
Registrant's Registration Statement on Form SB-2
(File No. 33-86138) and incorporated herein by
reference).
Exhibit 4.4 Form of Non-Qualified Stock Option Agreement between
Registrant and SFM Marketing, Inc. (filed herewith).
Exhibit 5.1 Opinion of Epstein Becker & Green, P.C. (filed
herewith).
Exhibit 23.1 Consent of Epstein Becker & Green, P.C. (included in
Exhibit 5.1).
Exhibit 23.2 Consent of Wolf & Company, P.C. (filed herewith).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
- 4 -
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 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.
(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 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.
(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 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 Securities Act of 1933 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 questions whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
- 5 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, GreenMan Technologies, Inc., 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 Lynnfield,
Commonwealth of Massachusetts, on this 17th day of May, 1996.
GREENMAN TECHNOLOGIES, INC.
By: /s/ Maurice E. Needham
-----------------------------------
Maurice E. Needham
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of GreenMan Technologies,
Inc., hereby severally constitute and appoint Maurice E. Needham and Joseph E.
Levangie, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable GreenMan
Technologies, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and all
amendments thereto.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Maurice E. Needham Chairman of the Board, May 17, 1996
-------------------------------------------- Chief Executive Officer and
Maurice E. Needham a Director (principal executive
officer)
/s/ Joseph E. Levangie Chief Financial Officer May 17, 1996
-------------------------------------------- (principal financial and
Joseph E. Levangie accounting officer)
/s/ James F. Barker President and Director May 17, 1996
--------------------------------------------
James F. Barker
/s/ Lew F. Boyd Director May 17, 1996
--------------------------------------------
Lew F. Boyd
Director May __, 1996
--------------------------------------------
Buster C. Glosson
</TABLE>
- 6 -
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Description of Exhibit Numbered Page
------- ---------------------- -------------
<S> <C> <C>
Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2 (File No. 33-86138) and
incorporated herein by reference).
Exhibit 4.2 Certificate of Incorporation of the Registrant (filed as Exhibit
3.1 to Registrant's Registration Statement on Form SB-2 (File
No. 33-86138) and incorporated herein by reference).
Exhibit 4.3 By-laws of the Registrant (filed as Exhibit 3.2 to Registrant's
Registration Statement on form SB-2 (File No. 33-86138) and
incorporated herein by reference).
Exhibit 4.4 Form of Non-Qualified Stock Option Agreement between 8
Registrant and SFM Marketing, Inc. (filed herewith).
Exhibit 5.1 Opinion of Epstein Becker & Green, P.C. (filed herewith). 13
Exhibit 23.1 Consent of Epstein Becker & Green, P.C. (included in Exhibit
5.1).
Exhibit 23.2 Consent of Wolf & Company, P.C. (filed herewith). 15
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
</TABLE>
- 7 -
GREENMAN TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
GreenMan Technologies, Inc., a Delaware corporation (the "Company"),
hereby grants to SFM Marketing, Inc. (the "Optionee" or "SFM") a Non-Qualified
Stock Option (the "Option") to purchase 250,000 shares (the "Option Shares") of
Common Stock, $0.01 par value (the "Common Stock") of the Company, at the prices
set forth below.
1. GRANT PURSUANT TO CONSULTING AGREEMENT. The Company and SFM have
this date entered into a Consulting Agreement (the "Consulting Agreement")
pursuant to which SFM is providing financial public relation services to the
Company. The Option is granted to SFM in accordance with the aforementioned
Consulting Agreement. Any terms not otherwise defined herein shall have the
meanings set forth in the Consulting Agreement.
2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This Option is
intended to be a Non-Qualified Option (rather than an incentive stock option),
and the Board of Directors intends to take appropriate action, if necessary, to
achieve this result. This Option is in addition to any other options heretofore
or hereafter granted to the Optionee by the Company, and the grant of this
Option shall not affect the grant of any other option.
3. EXERCISE TERMS. The Optionee may exercise this Option for the number
of Option Shares at the prices and subject to the conditions as set forth below:
(1) The Option is exercisable with respect to 50,000
Option Shares at a price of $3.75 per Option Share at
any time after the date hereof.
(2) The Option is exercisable with respect to 50,000
Option Shares at a price of $4.75 per Option Share at
any time after the date hereof.
(3) The Option is exercisable with respect to 50,000
Option Shares at a price of $5.75 per Option Share if
and when the Company's Common Stock trades at or
above $6.25 per share during the term of the
Consulting Agreement.
(4) The Option is exercisable with respect to 100,000
Option Shares at a price of $6.75 per Option Share if
and when the Company's Common Stock trades at or
above $7.50 per share during the term of the
Consulting Agreement.
For purposes of the foregoing, the closing bid price, as reported by
the Nasdaq Small- Cap Market, will be used to determine if the Common Stock has
traded at or above the prices indicated above. The conditions set forth above
will be deemed to be satisfied if the Common Stock trades at or above the
indicated prices at least one (1) trading day during the term of the Consulting
Agreement.
All rights to exercise the Option that vest in accordance with the
terms set forth above shall expire two (2) years from the date hereof. Any
portion of the Option that does not become exercisable because the Common Stock
does not trade at or above the prices indicated above during the term of the
Consulting Agreement shall expire no later than seven (7) months from the date
hereof.
All of the foregoing rights are subject to Section 4 if the Consulting
Agreement is terminated for any reason.
4. TERMINATION OF CONSULTING AGREEMENT. If the Consulting Agreement is
terminated by either party in accordance with Section 1 thereof, no further
installments of this Option shall become exercisable and this Option shall
terminate with respect to all unvested options on such date (the "Termination
Date"). In such a case, the Optionee's only rights to exercise options hereunder
shall be those which are properly exercisable before the Termination Date, and
the Optionee may exercise this Option for the number of Option Shares which have
vested and become exercisable prior to the Termination Date.
5. PARTIAL EXERCISE. Exercise of this Option up to the extent above
stated may be made in part at any time and from time to time within the above
limits, except that this Option may not be exercised for a fraction of a share
unless such exercise is with respect to the final installment of Option Shares
subject to this Option and a fractional share (or cash in lieu thereof) must be
issued to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this Option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this Option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.
6. PAYMENT OF PRICE. The Option price is payable in United States
dollars only and must be paid in cash or by personal check, or any combination
of the foregoing, equal in amount to the Option price.
7. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Agreement, this Option may be exercised by written notice to the Chief
Financial Officer of the Company, at its Lynnfield, Massachusetts office, or to
such transfer agent as the Company shall designate. Such notice shall state the
election to exercise this Option and the number of Option Shares in respect of
which it is being exercised and shall be signed by the person or persons so
exercising this Option. Such notice shall be accompanied by payment of the full
purchase price of such Option Shares, and the Company or its transfer agent
shall deliver a certificate or certificates representing such Option Shares as
soon as practicable after notice shall be received. The certificate or
certificates for the Option Shares as to which this Option shall have been so
exercised shall be registered in the name of the entity so exercising this
Option and shall be delivered as provided above to or upon the written order of
the entity exercising this Option. All Option Shares that shall be purchased
upon the exercise of this Option as provided herein shall be fully paid and
non-assessable.
- 2 -
8. OPTION NOT TRANSFERABLE. This Option is not transferable or
assignable except by operation of law.
9. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
Option imposes no obligation on the Optionee to exercise it.
10. NO OBLIGATION TO CONTINUE CONSULTING AGREEMENT. By execution of
this Option, the Company does not become obligated in any manner to continue to
maintain the Consulting Agreement with the Optionee.
11. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
rights as a stockholder with respect to the Option Shares subject to this
Agreement until a stock certificate therefor has been issued to the Optionee and
is fully paid for by the Optionee. No adjustment shall be made, except
adjustments for change in capitalization pursuant to Section 12 hereof, for
dividends (whether in cash, securities or other property) or distributions or
other similar rights for which the record date is prior to the date such stock
certificate is issued.
12. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of this
Option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Because, for example, that might require the issuance of a
stock dividend or a merger with another corporation, the purpose of this Option
would not be served if such a stock dividend, stock split, merger or similar
occurrence would cause the Optionee's rights hereunder to be diluted or
terminated and thus be contrary to the Optionee's interest. Therefore, if the
Company is to be consolidated with or acquired by another entity in a merger,
sale of all or substantially all of the Company's assets or otherwise (an
"Acquisition"), the Board or the board of directors of any entity assuming the
obligations of the Company hereunder (the "Successor Board"), may, as to
outstanding Options, take one or more of the following actions: (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the shares then subject to such Options the consideration
payable with respect to the outstanding shares of Common Stock in connection
with the Acquisition; or (ii) make appropriate provision for the continuation of
such Options by substituting on an equitable basis for the shares then subject
to such Options any equity securities of the successor corporation; or (iii)
upon written notice to the Optionee, provide that all Options must be exercised,
to the extent then exercisable, within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (iv)
terminate all Options in exchange for a cash payment equal to the excess of the
fair-market value of the shares subject to such Options (to the extent then
exercisable) over the exercise price thereof; or (v) terminate all Options in
exchange for the right to participate in any stock option or other employee
benefit plan of any successor corporation (giving proper credit to any Optionee
for that portion of any Option which has otherwise vested and become exercisable
prior to the Acquisition).
- 3 -
In the event of any stock dividend, stock split, recapitalization or
other change in the capital structure of the Company, this Option and the Option
price shall be equitably adjusted and, in lieu of issuing fractional shares upon
exercise thereof, this Option (and the corresponding Option Shares) shall be
rounded upward or downward to the nearest whole share (rounding upward for all
amounts equal to or in excess of .51).
13. WITHHOLDING TAXES. The Optionee hereby agrees that the Company may
withhold from the Optionee's remuneration the appropriate amount of federal,
state and local taxes attributable to the Optionee's exercise of any installment
of this Option. At the Company's discretion, the amount required to be withheld
may be withheld in cash from such remuneration, or in kind from the Common Stock
otherwise deliverable to the Optionee on exercise of this Option. The Optionee
further agrees that, if the Company does not withhold an amount from the
Optionee's remuneration sufficient to satisfy the Company's withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the
amount underwithheld.
14. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the internal laws of the State of Delaware.
15. MISCELLANEOUS.
(a) NOTICES. Any notices or communication provided for herein
shall be given in writing by first-class mail, electronic facsimile
transmission, or overnight courier service, which shall be in the case of the
Optionee to its principal place of business, or to such other address as may be
designated by such Optionee.
(b) AMENDMENT OF AGREEMENT. The provisions of this Agreement
may be waived, altered, amended, or repealed, in whole or in part, only on the
written consent of all parties to this Agreement.
(c) SEVERABILITY. In the event that any provisions of this
Agreement shall be held to be invalid, the remaining Paragraphs shall remain in
full force and effect.
(d) ATTORNEYS' FEES. In the event of any dispute, claim,
arbitration or legal proceeding arising out of this Agreement, the successful or
prevailing party shall be entitled to reimbursement from the other of all costs,
expenses and attorneys' fees.
(e) NECESSARY ACTS. Each party agrees to perform any further
acts and execute and deliver any documents which may be reasonably necessary to
carry out the provisions of this Agreement.
(f) PERSONS BOUND. This Agreement shall be binding upon the
parties hereto, their respective administrators, permitted transferees,
assignees and legal successors.
- 4 -
At the request of the Company, any such transferees, assignees, or successors in
interest who shall be personally bound by this Agreement shall execute a
counterpart of this Agreement.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed, as of April 8, 1996, and the Optionee whose signature
appears below acknowledges acceptance of an original copy of this Agreement.
GREENMAN TECHNOLOGIES, INC.
By:
--------------------------------------
Maurice E. Needham
Chief Executive Officer
OPTIONEE:
SFM MARKETING, INC.
By:
--------------------------------------
Duly Authorized
- 5 -
EPSTEIN BECKER & GREEN, P.C.
ATTORNEYS AT LAW
75 STATE STREET
BOSTON, MASSACHUSETTS 02109
------
(617) 342-4000
FAX: (617) 342-4001
May 17, 1996
GreenMan Technologies, Inc.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
Re: SFM Marketing, Inc. Non-Qualified Stock Options
Gentlemen:
We have assisted in preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 250,000 shares of common stock, $.01 par value per share,
(the "Common Stock") of GreenMan Technologies, Inc., a Delaware corporation (the
"Company"), issuable under the Non-Qualified Stock Option Agreement between the
Company and SFM Marketing, Inc. (the "Plan").
In connection with this opinion, we have examined the Certificate of
Incorporation and By-laws of the Company, each as amended to date; we have
reviewed all pertinent records of meetings of the Board of Directors and
stockholders of the Company; and we have reviewed the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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.
We are members of the Bar of the Commonwealth of Massachusetts and the
State of New York and do not hold ourselves out as being conversant with and
express no
GreenMan Technologies, Inc.
May 17, 1996
Page 2
opinion herein with respect to, the laws of any jurisdiction other than those of
the United States of America, the Commonwealth of Massachusetts, the State of
New York and the corporation laws of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the shares of its Common Stock covered
by the Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Gabor Garai
------------------------------------
JAP:ar
WOLF & COMPANY, P.C. Certified Public Accountants
One International Place
Boston, Massachusetts 02110-9801
617/439-9700 * fax 617/439-0476
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (No. 33-______) of GreenMan Technologies, Inc. of our report dated July
28, 1995, on the balance sheets of GreenMan Technologies, Inc. as of May 31,
1994 and 1995, and the related statements of loss, changes in stockholders'
equity (deficit) and cash flows for the period from inception (September 16,
1992) to May 31, 1993 and for the years ended May 31, 1994 and 1995; we also
consent to the use of our report dated July 28, 1995 on the balance sheets of
DuraWear Corporation as of May 31, 1994 and 1995, and the related statements of
loss, changes in stockholder's equity and cash flows for each of the three years
in the period then ended; and to the use of our name and the statements with
respect to us, as appearing under the heading "Experts," all included in the
GreenMan Technologies, Inc. Registration Statement No. 33-86138 on Form SB-2, as
amended and the Prospectus effective September 29, 1995.
/s/ Wolf & Company, P.C.
WOLF & COMPANY, P.C.
Boston, Massachusetts
May 17, 1996
Member of Associated Regional Accounting Firms and TGI
