SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THERMO-MIZER ENVIRONMENTAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-2312917
(Employer Identification No.)
528 Oritan Avenue, Ridgefield, NJ 07657
(Address of principal executive offices)
NONQUALIFIED OPTIONS
(Full title of the plan)
Steven Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10016
(212) 448-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount
securities to be offering price aggregate of
to be registered registered per share (1)offering price (1)registration fee
- ------------------------------------------------------------------------------
Common Stock, 180,000 shares $1.16 $208,800 $63.27
par value
$.001 per share
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Class B Warrants 360,000 warrants $.05 $18,000 $5.45
Common Stock,
par value $.001,
underlying
Class B Warrants 360,000 Shares $3.00 $1,080,000 $327.27
Total $395.99
1) Pursuant to Rule 457 (h) , the offering price of such shares is
estimated solely for the purpose of
determining the registration fee.
This Registration Statement, including all exhibits and
attachments, contains 20 pages. The exhibit index may be found on page 7 of the
consecutively numbered pages of the Registration Statement.
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PART 1
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been granted awards of nonqualified
options by Thermo-Mizer Environmental Corp., a Delaware corporation (the
"Registrant"), and are not being filed with, or included in, this Registration
Statement on Form S-8 (the "Registration Statement") in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
The Board of Directors of the Registrant has authorized the issuance of
nonqualified stock options covering up to 180,000 units, each unit consisting of
one share of Common Stock and two Class B Warrants at a price of $1.16 per unit.
Options covering 180,000 units have been granted to officers, directors, and
employees, subject to the effectiveness of this registration statement.
The Options are exercisable for a period of five (5) years commencing
as follows:
(A) Options covering 50% of the award are exercisable upon
filing of this Registration Statement.
(B) Options covering 50% of the award are exercisable on the
earlier of (I) the consummation of an acquisition, as defined or (ii) 18 month
from the date of grant.
The Class B Warrants included in the Units are exercisable at an
exercise price equal to the greater of (I) $3.00 per share or (ii) 120% of the
offering price of a share of the Registrant's Common Stock in a public offering
by the Registrant which offering results in gross proceeds of not less than
$3,500,000. The Class B warrants shall be exercisable for a period of five years
commencing upon the earlier of (I) the consummation of an Acquisition, as
defined, or (ii) one year from the date on which the Options are granted. The
Class B Warrants shall otherwise be on substantially the same terms as the
Redeemable Warrants issued by the Registrant in its initial public offering,
including the antidilution provisions.
An Acquisition shall be deemed to include the purchase by the
Registrant (by cash or the issuance of securities, or both) of a corporation,
partnership or other entity introduced to the Registrant by Consultant..
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been granted awards by the Registrant and
are not being filed with, or included in, this Registration Statement in
accordance with the rules and regulations of the Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
1. The description of the shares of common stock, par value $.001 per
share ("the Common Stock"), contained in the Registrant's Registration Statement
on form 8-A filed with the Commission on October 13, 1995 (File number O-26982)
pursuant to Section 12 (g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which incorporates by reference the description of the
shares of Common Stock contained in the Registration Statement on Form SB-2
(File Number 33-87284-NY) declared effective by the Commission on August 14,
1995.
2. The Registrant's Registration Statement on Form SB-2
(File Number 33-87284-NY)
3. The Registrant's annual report on Form 10-KSB for the fiscal
year June 30, 1996 filed on
September 30 1996.
4. The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1995 filed on October 10, 1995.
5. The Registrant's quarterly report on Form 10-QSB for the
quarter ended September 30, 1995.
6. The Registrant's quarterly report on Form 10-QSB for the
quarter ended December 31, 1995.
7. The Registrant's Registration Statement on Form SB-2
(File Number 33-80961-NY) declared
effective by the Commission on February 27, 1996.
8. The Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 1996.
All documents filed by the Registrant with the Commission pursuant to
Sections 13 (a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicate
that all securities offered have been sold or which registers all such
securities then remaining unsold, shall be deemed to be incorporated by
reverence herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is incorporated or deemed to be incorporated be reference herein 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 description of the shares of common stock, par value $.001 per
share ("the Common Stock"), contained in the Registrant's Registration Statement
on form 8-A filed with the Commission on October 31, 1995 (File number O-26982)
pursuant to Section 12 (g) of the Exchange Act of 1934, as amended (the
"Exchange
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Act"), which incorporates by reference the description of the shares of Common
Stock contained in the Registration Statement on Form SB-2 (File Number
33-87284-NY). Such shares are traded on the NASDAQ SmallCap Market under the
symbol "THMZ" and the Boston Stock Exchange under the symbol "THZ."
The Class B Warrants included in the Units are exercisable at an
exercise price equal to the greater of (I) $3.00 per share or (ii) 120% of the
offering price of a share of the Registrant's Common Stock in a public offering
by the Registrant which offering results in gross proceeds of not less than
$3,000,000. The Class B warrants shall be exercisable for a period of five years
commencing upon the earlier of (I) the consummation of an Acquisition, as
defined, or (ii) one year from the date on which the Options are granted. The
Class B Warrants shall otherwise be on substantially the same terms as the
Redeemable Warrants issued by the Registrant in its initial public offering,
including the antidilution provisions.
An Acquisition shall be deemed to include the purchase by the
Registrant (by cash or the issuance of securities, or both) of a corporation,
partnership or other entity introduced to the Registrant by Consultant. The
Class B Warrants included in the Units are exercisable at an exercise price
equal to the greater of (I) $3.00 per share or (ii) 120% of the offering price
of a share of the Registrant's Common Stock in a public offering by the
Registrant which offering results in gross proceeds of not less than $3,000,000.
The Class B warrants shall be exercisable for a period of five years commencing
upon the earlier of (I) the consummation of an Acquisition, as defined, or (ii)
one year from the date on which the Options are granted. The Class B Warrants
shall otherwise be on substantially the same terms as the Redeemable Warrants
issued by the Registrant in its initial public offering, including the
antidilution provisions.
An Acquisition shall be deemed to include the purchase by the
Registrant (by cash or the issuance of securities, or both) of a corporation,
partnership or other entity introduced to the Registrant by Consultant.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware General Corporation
Law, as amended (the "DGCL"), which provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation in such capacity of another corporation or
business organization. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with such
action, suit or proceeding is such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interest of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of a corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred.
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Reference is also made to Section 102 (b) (7) of the DGCL, which
enables a corporation in its certificate of incorporation to eliminate or limit
the personal liability of a director for monetary damages for violations of a
director's fiduciary duty, except for liability (I) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
3(I) * Certificate of Incorporation
3(ii) *By-Laws
4(I) Form of Option to be issued to Officers, Directors, Consultants and
Employees.
4(ii) Form of Class B Warrant
5 Opinion of McLaughlin & Stern, LLP regarding the legality of the
securities being registered.
24.2 Consent of McLaughlin & Stern, LLP (included in, and incorporated
by Exhibit 5 hereto).
*Included in, and incorporated by reference to, the Registrant's Registration
Statement on Form SB-2 (File Number 33 87284-NY)..
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 this 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, 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 hereby 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 Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement
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relating to the securities offered therein, and the offering of such 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 settles 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 Securities 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 Town of Ridgefield, State of New Jersey, on this 20th day of
September, 1996.
THERMO-MIZER ENVIRONMENTAL CORP.
By: /s/Jon J. Darcy
Jon J. Darcy
President
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.
Signature Title Date
/s/Jon J. Darcy President, Chief Executive October 11, 1996
----------------------------
Jon J. Darcy Officer, Director
/s/Prem Chopra Chief Financial Officer October 11, 1996
------------------------
Prem Chopra
/s/Edward A. Sundberg. Chairman of the Board October 11, 1996
----------------------
Edward A. Sundberg of Directors
______ Director October 11, 1996
Carl R. Bruno
/s/K. Ivan F. Gothner Director October 11, 1996
--------------------------
K. Ivan F. Gothner
/s/Edward A. Heil Director October 11, 1996
Edward A. Heil
STEVEN\THERMOMI\S-8\S8.2nd
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Exhibit 4(I)
OPTION AGREEMENT
OPTION AGREEMENT dated as of ________, l996 between
Thermo-Mizer Environmental Corp., a Delaware corporation (the "Corporation"),
and ___________________, an individual residing at
______________________________ (the "Optionee").
R E C I T A L S
WHEREAS, the Corporation desires to grant to the Optionee the
right and option to purchase up to the option (the "Option") to purchase up to
_______ units (the "Units"), each Unit consisting of one share of the
Corporation's common stock and two Class B Warrants (the "Warrants") at a price
of $1.16 per Unit. (the "Option Securities"), on the terms and subject to the
conditions hereinafter set forth;
WHEREAS, the Option evidences the plan to issue non-qualified
stock options to officers, directors and employees adopted by the Board of
Directors of the Corporation in September 1996.
NOW, THEREFORE, in consideration of the receipt of$1.00, and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
SECTION 1 Option To Purchase Units.
(a) Subject to Section 10 hereof,
the Corporation grants to the Optionee the right
and option (collectively, the "Option") to purchase from the Corporation ______
Units at a price of $1.16 per Unit (the "Option Price").. The Corporation has
registered the __________ shares of Common Stock, the _________ Warrants and the
_________ shares of Common Stock underlying the Warrants (collectively the
"Securities") on Form S-8 for the
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issuance and resale thereof in accordance with the Securities Act of 1933, as
amended (the "Act"). The Option may be exercised with respect to ______
Units for a period commencing upon the date hereof
and terminating five years from the date hereof. The Option with respect to the
remaining ____ of the Units (the "Acquisition Units") shall be exercisable by
Optionee for a period of five years commencing upon earlier of (A) the
consummation of an Acquisition, as hereinafter defined, or (B) 18 months from
the date hereof . Upon exercise of the Option, the Corporation shall deliver to
Optionee certificates representing the Shares and Warrants subject to such
exercise. An Acquisition shall be deemed to include the purchase by the
Corporation (by cash or the issuance of securities, or both) of a corporation,
partnership or other entity introduced to the Corporation by Consultant or the
acquisition of the Corporation by a corporation, partnership of other entity
introduced to the Corporation by the Solay Inc., which Acquisition is
consummated within six months after the termination of the Consulting Agreement
between the Corporation and Solay.
The Class B Warrants shall be exercisable at an exercise price equal
to the greater of $3.00 per share. or 120% of the offering price of a share of
Common Stock of the Corporation in a public offering by the Corporation which
offering results in gross proceeds of a minimum of $3,000,000. The Warrants
shall be exercisable for a period of five years commencing upon the earlier of
the consummation of an Acquisition or one year from the date hereof.
Except with respect to the exercise price and the warrant solicitation fee,
the Warrants shall otherwise be on the same terms as the warrants offered by the
Corporation in the initial public offering, including the antidilution
provisions. In addition, the Corporation, at its discretion may elect not to
utilize a transfer agent.
(b) The Option may be exercised by
the Optionee with respect to the Units by
delivery to the Corporation, of a written notice (the "Option Notice"), which
Option Notice shall state such holder's intention to exercise the Option, the
Closing Date on which the holder proposes to purchase the Option Shares (the
"Closing Date") and the number of Units to be purchased on the Closing Date,
which Closing Date shall be no later
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than 30 days nor earlier than l0 days following the date of the Option Notice.
Upon receipt by the Corporation of an Option Notice from the holder of this
Option, the Corporation shall be obligated to sell, and the holder of this
Option shall be obligated to purchase, that number of Units to be purchased on
the Closing Date set forth in the Option Notice.
(c) The purchase and sale of Units acquired
pursuant to the terms of this Agreement shall be
made on the Closing Date at the offices of the Corporation. Delivery of the
stock certificate or other instruments registered in the name of Optionee
,evidencing the Units being purchased on the Closing Date, shall be made by the
Corporation to Optionee on the Closing Date against the delivery to the
Corporation of a check in the full amount of the aggregate purchase price
therefor.
SECTION 2. Reorganizations; Mergers; Sales; Etc.
If, at any time during the Option
Period, there shall be any capital reorganization, reclassification of common
stock (other than a change in par value or from par value to no par value or
from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), the consolidation or merger of
the Corporation with or into another corporation or of the sale of all or
substantially all the properties and assets of the Corporation as an entirety to
any other corporation or of the sale of all or substantially all the properties
and assets of the Corporation as an entirety to any other corporation or person,
this Option shall, after such reorganization, reclassification, consolidation,
merger or sale, be exercisable for the kind and number of shares of stock or
other securities or property of the Corporation or of the corporation resulting
from such consolidation or surviving such merger or to which such properties and
assets shall have been sold to which such holder would have been entitled if
such holder would have been entitled if such holder had held shares of common
stock issuable upon the exercise hereof immediately prior to such
reorganization, reclassification, consolidation, merger or sale. The provisions
of this Section 3 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.
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SECTION 3. Adjustment of Units and Option Price.
(a) The number of Units subject to this
Option during the Option Period shall be
cumulative as to all prior dates of calculation and shall be adjusted for any
stock dividend, subdivision, split-up or combination of common stock.
(b) The Option Price shall be subject to
adjustment from time to time as follows:
(I) If, at any time during the
Option Period, the number of shares of common
stock outstanding is increased by a stock dividend payable in shares of common
stock, then, immediately following the record date fixed for the determination
of holders of shares of common stock entitled to receive such stock dividend,
subdivision or split-up, the Option Price shall be appropriately decreased so
that the number of Units included in the Units issuable upon the exercise hereof
shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the
Option Period, the number of shares of common
stock outstanding is decreased by a combination of outstanding shares of common
stock, then, immediately following the record date for such combination, the
Option Price shall be appropriately increased so that the number of Units
issuable upon the exercise hereof shall be decreased in outstanding shares.
SECTION 4. Transfer of Option; Successors and Assigns.
This Agreement and all the rights hereunder shall be
binding upon and inure to the benefit of
the parties hereto and their respective successors, assigns and transferees.
SECTION 5. Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered personally, by telecopy, overnight courier or registered mail,,
postage prepaid, return receipt requested, addressed as follows:
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If to the Corporation, to:
Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, New Jersey 06757
With a copy to:
McLaughlin & Stern LLP
260 Madison Avenue
New York, New York l0016
Attention: Steven W. Schuster, Esq.
If to the Optionee: to:
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. If delivered
personally, by courier or telecopy, such notice shall be deemed given when
delivered. If mailed as aforesaid, any such communication shall be deemed to
have been given on the third business day following the day on which the piece
of mail containing such communication is posted.
SECTION 6. Governing Law. This Agreement shall be
governed by, and construed in
accordance with, the laws of the State of New Jersey.
SECTION 7. Entire Agreement . This Agreement
contains the entire agreement between
the parties hereto with respect to the transactions contemplated herein and
supersedes all previously written or oral negotiations, commitments,
representations and agreements.
SECTION 8. Execution in Counterpart. This
Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
SECTION 9. Amendments and Modifications. This
Agreement, or any provision hereof,
may not be amended, changed or modified without the prior written consent of
each of the parties hereto.
SECTION 10. Termination. In addition to the
termination provisions set forth in Section
1 hereof, the Option shall terminate and the Option shall no longer be
exercisable on the date five (5) years from the commencement of the Option
Period.
IN WITNESS WHEREOF, the parties hereto have caused
this Option Agreement to be
executed and delivered as of the date first above written.
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THERMO-MIZER ENVIRONMENTAL CORP..
By:____________________
Jon Darcy President
-------------------------
Optionee
op,dirl.25l
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Exhibit 4(ii)
No. W _____ VOID AFTER______________
, 2001
WARRANTS
WARRANT CERTIFICATE TO
PURCHASE ONE SHARE OF COMMON
STOCK
THERMO-MIZER ENVIRONMENTAL
CORP.
THIS CERTIFIES THAT, FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the number of
Warrants (the "Warrants") specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Certificate and the Warrant Agreement (as hereinafter defined), one fully
paid and nonassessable share of Common Stock, $.001 par value, of Thermo-Mizer
Environmental Corp., a Delaware corporation (the "Company"), at any time between
____________, 1996, (the "Initial Warrant Exercise Date"), and the Expiration
Date (as hereinafter defined) upon the presentation and surrender of this
Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of the Company , 528 Oritan Avenue,
Ridgefield, New Jersey 07657, accompanied by payment of $3.00 subject to
adjustment (the "Purchase Price"), in lawful money of the United States of
America in cash or by certified or bank check made payable to the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the anti-dilution provisions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated March 7, 1996,
by and between the Company and American Stock Transfer & Trust Company..
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all of the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, for the balance of such Warrants.
The term "Expiration Date" shall mean 4:00 p.m. (New York time) on
____________, 2001. If such date shall in the State of New York be a holiday or
a day on which the banks are authorized to close, then the Expiration Date shall
mean 5:00 p.m. (New York time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close. The
Company shall not extend the Expiration Date nor reduce the Purchase Price.
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The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. This Warrant shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Company, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
conflicts of laws.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: ____________, 1996
[SEAL] THERMO-MIZER ENVIRONMENTAL
CORP.
By:_____________________
__________________
Jon J. Darcy,
President
By:__________________
____________________
Steven Schuster,
Secretary
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SUBSCRIPTION FORM
To Be Executed by the Registered
Holder
in Order to Exercise
Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
_________ Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
--------------------
--------------------
--------------------
--------------------
(please print or type name and address)
and be delivered to
--------------------
--------------------
--------------------
--------------------
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
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ASSIGNMENT
To Be Executed by the Registered holder
in Order to Assign Warrants
FOR VALUE RECEIVED, _____________, hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER
--------------------
--------------------
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(please print or type name and address)
_______________________of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints _________________________
Attorney to transfer this Warrant Certificate on the books and records of the
Company, with full power of substitution in the premises.
Dated:__________________ X_______________________________________
Signature Guaranteed
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THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, MIDWEST STOCK EXCHANGE OR
BOSTON STOCK EXCHANGE.
warrant.cer
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Exhibit 5
October 15, 1996
United States Securities
& Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Thermo-Mizer Environmental Corp.
Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission by
Thermo-Mizer Environmental Corp (the "Company").
We hereby advise you that we have examined originals or copies
certified to our satisfaction of the Certificate of Incorporation and amendments
thereto and the By-Laws of the Company, minutes of the meetings of the Board of
Directors and Shareholders and such other documents and instruments, and we have
made such examination of law as we have deemed appropriate as the basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the
laws of the State of Delaware.
2. The 180,000 shares of Common Stock, 360,000 Class B
Warrants, and the 360,000 shares of Common Stock underlying the Class B Warrants
which are due to br sold pursuant to the Registration Statement have been duly
and validly authorized and, when paid for, will be validly issued, fully paid
and non-assessable.
In addition, we hereby consent to the reference to our firm under the
caption "Legal Matters" in the prospectus forming part of such Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
McLaughlin & STERN, LLP
20
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