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)
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 offering price registration fee
Common Stock, 200,000 shares $.37(1) $74,000 (1) $22.42
par value
$.001 per share
TOTAL $22.42
1) The proposed maximum offering price and maximum aggregate offering price
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has been determined in accordance with Rule 457(c) promulgated under the
Securities Act of 1933.
This Registration Statement, including all exhibits and attachments,
contains 21 pages. The exhibit index may be found on page 6 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 150,000 shares of common
stock to Continental Capital & Equity Corporation in consideration for certain
consulting services pursuant to a consulting agreement dated October 28, 1997,
which shares are being registered pursuant to this registration statement. The
services to be rendered pursuant to the agreement in consideration for the
shares of Common Stock include, but are not limited to, a review and analysis of
the Registrant's goals, 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. Pursuant to the consulting agreement, the Registrant
has already paid the consultant (a) 150,000 shares of the Registrant's Common
Stock and (b) an Option to purchase 100,000 shares, valued at $1.00 per share,
with the term of the Option to expire October 28, 2003. Such additional shares
of Common Stock, which may be issued by the Registrant, are not being registered
pursuant to this registration statement.
The Registrant has also authorized the issuance of 50,000 shares of Common
Stock to Continental in consideration for consulting services rendered in
connection with the acquisition of Laminaire Corporation in October 1997.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent to the participant which 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.
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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, 1997 filed on September 30, 1997.
4. The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997 filed on November 14, 1997.
5. 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
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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. Mr. Steven
Schuster, a member of the firm, is Secretary of the Company.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware General Corporation Law,
as amended (the "GCL"), 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 GCL, 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 GCL (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.
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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.
10.20 **Agreement with Continental Capital & Equity Corporation dated
October 28, 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 November 17, 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 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
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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 29th day of
January, 1998.
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 January 29, 1998
Jon J. Darcy Officer, Chief Financial Officer,
Director
/s/Edward A. Sundberg Chairman of the Board January 29, 1998
Edward A. Sundberg of Directors
Director
Charles J. Garay
/s/K. Ivan F. Gothner Director January 29, 1998
K. Ivan F. Gothner
/s/Edward A. Heil Director January 29, 1998
Edward A. Heil
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EXHIBIT 5
McLAUGHLIN & STERN, LLP
260 Madison Avenue
New York, New York 10016
(212) 448-1100
FAX (212) 448-0066
New Jersey Office Millbrook Office
411 Hackensack Avenue Franklin Avenue
Hackensack, NJ 07601 P.O. Box 1369
(201) 488-1105 Millbrook, NY 12545
FAX (201) 488-3679 (914) 677-5700
FAX (914) 677-0097
January 29, 1998
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 150,000 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 "Interests of Named Experts and Counsel" 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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