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)
Shares Issued to a Consultant
Options Issued to Directors and Officers
(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, 177,557 shares $.50 $88,779 $26.92
par value
$.001 per share
Total $26.92
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 8 pages. The exhibit index may be found on page 5 of the
consecutively numbered pages of the Registration Statement.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will
be sent or given to individuals who have been granted or will be granted
awards under the Plan 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 Registrant has authorized the issuance of 177,557 shares of
common stock to Continental Capital & Equity Corporation in consideration for
certain consulting services pursuant to a consulting agreement dated April 29,
1997. Under the agreement, the Registrant agreed to pay the consultant
$25,000 in cash and $125,000 payable in cash or shares of the Registrant's
Common Stock, valued at 80% of the closing bid price on June 15, 1997. The
Registrant's issuance to the consultant of 177,557 shares of common stock
represents the $125,000 payment. The services to be rendered pursuant to the
agreement in consideration for the shares of Common Stock include a review and
analysis of the Registrant's goals, including proposed acquisitions, a mailing
of 100,000 piece direct mail package, securing additional exposure for the
Registrant in the financial press and Internet and general investor relations.
Continental has commenced rendering such services and has represented that it
is a consultant within the meaning of Form S-8. The Registrant had previously
issued to the consultant 225,000 shares of Common Stock pursuant to such
consulting agreement.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will
be sent to the individual who has been granted the award 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.
2
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 ended 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 fiscal
quarter ended March 30, 1997 filed on May 14, 1997.
6. 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
reference herein and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document incorporated or
deemed to be 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
3
<PAGE>
Form 8-A filed with the Commission on October 31, 1995 (File number O-26982)
pursuant to Section 12(g) of 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). Such
shares are traded on the NASDAQ SmallCap Market under the symbol "THMZ" and
the Boston Stock Exchange under the symbol "THZ."
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock being offered hereby will be passed
upon for the Company by McLaughlin & Stern, LLP, New York, New York..
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 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 such individual against the expenses that were reasonably incurred.
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.
4
<PAGE>
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
3(I) * Certificate of Incorporation
3(ii) *By-Laws
5 Opinion of McLaughlin & Stern, LLP regarding the legality of the
securities being registered.
10 (j) **Agreement with Continental Capital & Equity Corporation dated
April 29th, 1997.
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).
** Included in, and incorporated by reference to, the Registrant's
Registration Statement on Form S-8 filed on May 12, 1997
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 of 1933, as amended, 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
5
<PAGE>
1933, as amended, 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 relating to the securities offered therein, and
the offering of such securities offered indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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 of 1933, as amended, 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 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 Securities Act of 1933, as
amended, and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 12th day of July, 1997.
THERMO-MIZER ENVIRONMENTAL CORP.
By: /s/Jon J. Darcy
Jon J. Darcy
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 July 12, 1997
Jon J. Darcy Officer, Chief Financial Officer,
Director
/s/Edward A. Sundberg Chairman of the Board July 12, 1997
Edward A. Sundberg of Directors
/s/K. Ivan F. Gothner Director July 12, 1997
K. Ivan F. Gothner
/s/Edward A. Heil Director July 12, 1997
Edward A. Heil
7
<PAGE>
EXHIBIT 5
MCLAUGHLIN & STERN, LLP
260 MADISON AVENUE, 18TH FLOOR
NEW YORK, NEW YORK 10016
(212) 448-1100
FAX: (212) 448-0066
July 31, 1997
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. We have also
relied upon the representation by the consultant that it is qualified to have
the shares subject to the Registration Statement registered pursuant to Form
S-8.
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 177,557 shares of Common Stock, which are due to
be sold pursuant to the Registration Statement have been duly and validly
authorized and, when issued, 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,
8
<PAGE>
