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
(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)
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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, 25,000 shares $.6875 $17,188 $17.00
par value
$.001 per share
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1) Pursuant to Rule 457 (h) , the offering price of such shares is
estimated solely for the purpose of determining the registration fee.
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This Registration Statement, including all exhibits and attachments,
contains 10 pages. The exhibit index may be found on page 5 of the consecutively
numbered pages of the Registration Statement.
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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 25,000 shares of common
stock to Grady and Hatch & Company, Inc. in consideration for certain consulting
services leading to the development of a financial projection model to be used
for management planning purposes..
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.
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
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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 fiscal
quarter ended December 31, 1996 filed on February 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 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 and Class B Warrants 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,
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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.
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 Grady and Hatch & Company dated December 30, 1996
24.2 Consent of McLaughlin & Stern, LLP (included in, and incorporated
by Exhibit 5 hereto).
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*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 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 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.
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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 4th day
of April, 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.
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Signature Title Date
/s/Jon J. Darcy President, Chief Executive April 4, 1997
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Jon J. Darcy Officer, Chief Financial Officer,
Director
/s/Edward A. Sundberg Chairman of the Board April 4, 1997
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Edward A. Sundberg of Directors
/s/ Carl R. Bruno Director April 4, 1997
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Carl R. Bruno
/s/ K. Ivan F. Gothner Director April 4, 1997
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K. Ivan F. Gothner
/s/Edward A. Heil Director April 4, 1997
Edward A. Heil
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STEVEN\THERMOMI\S-8\S8grady.410
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EXHIBIT 5
MCLAUGHLIN & STERN, LLP
260 MADISON AVENUE, 18TH FLOOR
NEW YORK, NEW YORK 10016
(212) 448-1100
FAX: (212) 448-0066
April 10, 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 ByLaws 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 25,000 shares of Common Stock, which are due to br 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, LLP
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EXHIBIT 10(j)
Grady and Hatch & Company, Inc.
50 Broad Street, Suite, 713
New York, N.Y. 10004
Tel. (212) 509-7330
Fax. (212) 344-6425
March 18, 1997
Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, N.J. 07657
Gentlemen:
1. Engagement. We are writing this letter to confirm our understanding that
Grady and Hatch & Company, Inc. ("GH") has been engaged by Thermo-Mizer
Environmental Corp. ("the Company") for the purpose of consulting services
leading to the development of a financial projection model used for management
planning purposes. It is understood that the personal services of Roberto G.
Villasenor, Jr. will be made available to the Company by GH during the term of
this agreement.
2. Fees. For GH's consulting services, it is agreed that the Company will
pay GH fees which will consist of 25,000 common shares of the Company ("the
Shares") which will be issued to GH upon the execution of this agreement. The
Company will register the Shares with the Securities and Exchange Commission on
form S-8 within five business days from the execution of this agreement.
3. Expenses. The Company will promptly reimburse GH for all travel and
other expenses incurred in the course of GH's consulting services and previously
approved by the Company.
4. Term. This authorization shall continue through April 18, 1997 and
thereafter may be terminated by the Company or GH at any time, with or without
cause, upon five days' written notice to such effect to the other party.
5. Entire Agreement. This is the entire agreement between the parties
hereto, and may not be altered or amended except in writing by both parties.
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Thermo-Mizer Environmental Corp.
March 18, 1997
Page 2
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the duplicate of this letter
attached hereto.
Very truly yours,
Grady and Hatch & Company, Inc.
By: /s/ Robert E. Grady
Robert E. Grady
Chief Executive Officer
Accepted and Agreed:
Thermo-Mizer Environmental Corp.
By: Jon J. Darcy date: 3/18/97
Jon J. Darcy
President
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