<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1996
REGISTRATION NO. 33-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CET ENVIRONMENTAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0285964
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
14761 BENTLEY CIRCLE
TUSTIN, CALIFORNIA 92680
(Address of principal executive offices, including Zip Code)
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
STEVEN H. DAVIS, PRESIDENT
14761 BENTLEY CIRCLE
TUSTIN, CALIFORNIA 92680
(714) 505-1800
(Name, address and telephone number, including area code, of agent for
service)
Copy to:
Jon D. Sawyer, Esq.
Jon D. Sawyer, P.C.
1401 Seventeenth Street, Suite 460
Denver, Colorado 80202
(303) 295-2355
<TABLE>
CALCULATION OF REGISTRATION FEE
<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, 550,000 $6.79534<FN1> $3,737,437 $1,288.77
No Par Value Shares
</TABLE>
[FN]
<FN1>
Based on the exercise price of the options outstanding under the Incentive
Stock Option Plan as to 171,500 shares and the closing price of the
Registrant's Common Stock on August 9, 1996, as reported on the American Stock
Exchange as to the remaining 378,500 shares.
[/FN]
[/TABLE]
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by CET Environmental Services,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 1995.
(2) The Company's Quarterly Report on Form 10-QSB/A for the fiscal
quarter ended March 31, 1996.
(3) The description of the Common Stock as contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (SEC File No. 1-13852).
In addition, all documents filed by the Company 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 indicates that all
securities offered 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the California Corporations Code, the Registrant has
included provisions in its Articles of Incorporation to indemnify its officers
and directors and to limit the personal liability of its directors to the
fullest extent possible under California law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION LOCATION
4.1 Amended and Restated Incorporated by reference to
Articles of Incorporation Exhibit 3.1 to the Company's
Form SB-2 Registration State-
ment No. 33-91602
3 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Form SB-2 Registration State-
ment No. 33-91602
5 Opinion of Jon D. Sawyer, Attached
P.C.
23.1 Consent of Jon D. Sawyer, Contained in Exhibit 5
P.C.
23.2 Consent of Grant Thornton Attached
LLP
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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 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 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 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 Act 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 question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 City of Tustin, State of California on the 13th day of
August 1996.
CET ENVIRONMENTAL SERVICES, INC.
By/s/ Steven H. Davis
Steven H. Davis, Chief Executive
Officer
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ Steven H. Davis President Chief Executive August 13, 1996
Steven H. Davis Officer, and Director
/s/ Craig C. Barto Director August 13, 1996
Craig C. Barto
/s/ Douglas W. Cotton Executive Vice President, August 13, 1996
Douglas W. Cotton Secretary and Director
/s/ John G.L. Hopkins Chief Operating Officer August 13, 1996
John G. L. Hopkins and Director
/s/ Keith J. Conti Principal Financial Officer August 13, 1996
Keith J. Conti
/s/ Robert S. Coldren Director August 13, 1996
Robert S. Coldren
/s/ Robert A. Taylor Director August 13, 1996
Robert A. Taylor
JON D. SAWYER, P.C.
JON D. SAWYER Attorneys at Law (303) 295-2355
JAMES P. BECK 1401 17th Street, Suite 460 FAX (303) 295-2370
Denver, Colorado 80202
August 13, 1996
CET Environmental Services, Inc.
14761 Bentley Circle
Tustin, California 92680
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for CET Environmental Services, Inc., a California
corporation (the "Company") in connection with its registration under the
Securities Act of 1933, as amended (the "Act"), of 550,000 shares of common
stock which may be issued upon the exercise of options granted under the
Company's Incentive Stock Option Plan through a Registration Statement on Form
S-8 as to which this opinion is a part, to be filed with the Securities and
Exchange Commission (the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of California, as amended.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 550,000 shares of the Company's no par value common stock which may be
issued upon the exercise of options under the Incentive Stock Option Plan
will, upon the purchase, receipt of full payment, issuance and delivery in
accordance with the terms of such options, be duly and validly authorized,
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
JON D. SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
We have issued our report dated March 2, 1996 (except for Note B, as to which
the date is June 27, 1996), accompanying the financial statements included in
the Annual Report of CET Environmental Services, Inc. on form 10-K SB/A for
the year ended December 31, 1995. We hereby consent to the incorporation by
reference of said report in the Registration Statement of CET Environmental
Services, Inc. on Form S-8.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Irvine, California
August 13, 1996
