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As filed with the Securities and Exchange Commission on
September 28, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
DAVIS WATER & WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0959907
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1820 Metcalf Avenue, Thomasville, Georgia 31799-1419
(Address of principal executive offices, including zip code)
DAVIS WATER & WASTE INDUSTRIES, Inc. 1994
Employees Stock Option Plan
and
DAVIS WATER & WASTE INDUSTRIES, Inc. 1994
Directors Stock Option Plan
(Full title of the plans)
_________________________
Copy to:
R. Doyle White
Chairman of the Board, William L. Floyd, Esq.
President and Chief Executive Officer Long, Aldridge & Norman
DAVIS WATER & WASTE INDUSTRIES, Inc. One Peachtree Center,
1820 Metcalf Avenue Suite 5300
Thomasville, Georgia 31799-1419 303 Peachtree Street
(Name and address of agent for service) Atlanta, Georgia 30308
(912) 226-5733 (404) 527-4000
(Telephone Number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (2)
Registered (1) Price Per Offering
Share (2) Price (2)
Common Stock, $.01
par value per share
1994 Employees
Stock Option Plan 162,660 $ 7.75 $1,260,615 $ 434.69
87,340 15.00 1,310,100 451.76
1994 Directors Stock
Option Plan 32,000 7.75 248,000 85.52
43,000 15.00 645,000 222.41
TOTAL: 325,000 $3,463,715 $1,194.38
(1) The shares of Common Stock being registered represent (a)
pursuant to the DAVIS WATER & WASTE INDUSTRIES, Inc. 1994
Employees Stock Option Plan (the "Employees Plan"), 162,660
shares of Common Stock that may be acquired pursuant to the
exercise of outstanding options and 87,340 shares of Common
Stock that may be acquired pursuant to options available for
grant in the future and (b) pursuant to the DAVIS WATER &
WASTE INDUSTRIES, Inc. 1994 Directors Stock Option Plan (the
"Directors Plan"), 32,000 shares of Common Stock that may be
acquired pursuant to the exercise of outstanding options and
43,000 shares of Common Stock that may be acquired pursuant
to options available for grant in the future. An
undetermined number of additional shares may be issued, or
the shares registered hereunder may be combined into an
undetermined lesser number of shares, if the antidilution
provisions of the Employees Plan and the Directors Plan
become operative.
(2) The offering price of the shares which may be acquired
pursuant to options available for grant in the future under
the respective plans is not presently determinable. The
offering price for such shares is estimated pursuant to Rule
457(c) and (h) solely for the purpose of calculating the
registration fee and is based upon the average of the high
and low prices of the Registrant's Common Stock on September
22, 1995 as reported in the consolidated reporting system.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by DAVIS WATER &
WASTE INDUSTRIES, Inc. (the "Company" or the "Registrant") with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), hereby are incorporated herein by reference as of
their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1995; and
(3) The description of the Company's Common Stock as
contained in Item 1 of the Company's Registration Statement on
Form 8-A (Registration No. 1-9467) as declared effective by the
Commission on April 22, 1987.
In addition, all reports and documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act subsequent to the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the
filing of such documents.
Item 6. Indemnification of Directors and Officers
Section 14-2-202(b)(4) of the Georgia Business Corporation
Code enables a corporation in its articles of incorporation to
eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach
of duty of care or other duty as a director. This section also
provides, however, that no such provision may eliminate or limit
the liability of a director (I) for any appropriation, in
violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions involving intentional
misconduct or a knowing violation of law, (iii) for certain other
types of liability involving unlawful distributions to
shareholders and (iv) for transactions from which the director
received an improper personal benefit.
In addition, Section 14-2-856 of the Georgia Business
Corporation Code provides for indemnification of directors of
the Company for liability and expenses incurred by them in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (including civil
actions brought as derivative actions by or in the right of the
Company), in which they may become involved by reason of being a
director of the Company. This Section permits a corporation to
indemnify or obligate itself to indemnify a director made a party
to any such proceeding, provided that a corporation may not
indemnify a director for any liability incurred in a proceeding
in which the director is adjudged liable to the corporation or is
subjected to injunctive relief in favor of the corporation (I)
for any appropriation, in violation of his duties, of any
business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing
violation of law; (iii) for certain types of liability involving
unlawful distributions to shareholders; or (iv) for any
transaction from which he received an improper personal benefit.
Section 14-2-856 also permits a corporation to advance or
reimburse expenses in advance of final disposition of a
proceeding if the director furnishes the corporation a written
affirmation of his good faith belief that his conduct does not
constitute behavior of the kind described in (i) through (iv) in
the paragraph above, and the director furnishes the corporation a
written undertaking, executed personally or on his behalf, to
repay any advances if it is ultimately determined that he is not
entitled to indemnification.
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This section also provides such indemnification for persons
who, at the request of the corporation, act as directors or
officers of another corporation or enterprise.
Section 14-2-857 provides that a corporation may indemnify
or advance expenses to an officer, employee or agent of the
corporation who is not a director, to the extent consistent with
public policy, as provided in the corporation's articles of
incorporation, bylaws or by specific action of the board of
directors.
The provisions of Article X of the Company's Amended and
Restated Articles of Incorporation and Section 7.6 of the
Company s Bylaws, as amended, are similar in all substantive
respects to those contained in Section 14-2-202(b)(4) and in
Sections 14-2-856 and 14-2-857 of the Georgia Business
Corporation Code.
The Company maintains directors and officers liability
insurance that will insure against liabilities that directors or
officers of the Company may incur in such capacities.
Item 8. Exhibits
Exhibit
Number Description
4 Rights Agreement dated as of December 31, 1992 by and
between the Company and Wachovia Bank of North
Carolina, N.A., as the Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Annual Report
on Form 10-K for the year ended April 30, 1993.)
5 Opinion of Long, Aldridge & Norman.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Long, Aldridge & Norman (included in Exhibit
5).
24 Powers of Attorney.
Item 9. Undertakings
A. Rule 415 Offering.
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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (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
which remain unsold at the termination of the offering.
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B. Subsequent Documents Incorporated by Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act 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. Indemnification of Officers, Directors and Controlling
Persons.
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 provisions
described under Item 6 above, 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 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 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 City of Thomasville, State of Georgia, on this 28th day of
September, 1995.
DAVIS WATER & WASTE INDUSTRIES, Inc.
(Registrant)
By /s/ R. Doyle White
-----------------------------------------
R. Doyle White
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated as of September 28, 1995.
Signature Title
--------- -----
/s/R. Doyle White Chairman of the Board
---------------------------- President and Chief Executive
R. Doyle White Officer and Director
(Principal Executive Officer)
/s/Stan White Secretary-Treasurer
---------------------------- (Principal Financial and
Stan White Accounting Officer)
/s/Joe E. Beverly Director
----------------------------
Joe E. Beverly *
/s/O. Larry Comer Director
----------------------------
O. Larry Comer *
/s/ Robert P. Crozer Director
----------------------------
Robert P. Crozer *
/s/ H. Forbes Davis Director
----------------------------
H. Forbes Davis *
/s/ Jasper C. Davis III Director
----------------------------
Jasper C. Davis III *
/s/ R. R. Davis Vice Chairman of the Board
----------------------------
R. R. Davis *
/s/ Thomas R. Pledger Director
----------------------------
Thomas R. Pledger *
* By: /s/ Stan White
------------------------
Stan White, Attorney in Fact
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EXHIBIT INDEX
Exhibit
4 Rights Agreement dated as of December 31, 1992 by and
between the Company and Wachovia Bank of North
Carolina, N.A., as the Right Agent ( incorporated by
reference to Exhibit 4 to the Company s Annual Report
on Form 10-K for the year ended April 30, 1993).
5 Opinion of Long, Aldridge & Norman.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Long, Aldridge & Norman (included in Exhibit
5).
24 Powers of Attorney.
Exhibit 5
Opinion of Long, Aldridge & Norman
LONG, ALDRIDGE & NORMAN
303 Peachtree Street
Suite 5300
Atlanta, Georgia 30308
September 28, 1995
DAVIS WATER & WASTE INDUSTRIES, Inc.
1820 Metcalf Avenue
Thomasville, Georgia 31792
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to DAVIS WATER & WASTE INDUSTRIES,
Inc., a Georgia corporation (the "Company"), in connection with
the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") and the filing thereof with the
Securities and Exchange Commission (the "Commission"). Pursuant
to the Registration Statement, the Company intends to register
under the Securities Act of 1933, as amended, a total of 325,000
shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock"), of the Company. The Shares represent (i)
250,000 shares of Common Stock which are issuable upon the
exercise of options granted and to be granted pursuant to the
Davis Water & Waste Industries, Inc. 1994 Employees Stock Option
Plan, as amended (the "Employees Plan") and (ii) 75,000 shares of
Common Stock which are issuable upon the exercise of options
granted and to be granted pursuant to the Davis Water & Waste
Industries, Inc. 1994 Directors Stock Option Plan (the "Directors
Plan"). The Employees Plan and the Directors Plan are hereinafter
referred to collectively as the "Plans."
The opinion hereinafter set forth is given pursuant to Item
8 of Form S-8 and Item 601(b)(5) of Regulation S-K. The only
opinion rendered by this firm consists of the matter set forth in
numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matter. Additionally, our
Opinion is based upon and subject to the qualifications,
limitations and exceptions set forth in this letter.
In rendering our Opinion, we have examined such agreements,
documents, instruments and records as we deemed necessary or
appropriate under the circumstances for us to express our
Opinion, including without limitation, the Plans. In making all
of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted to us as copies, and the due execution and
delivery of all documents by any persons or entities other than
the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such
documents.
As to various factual matters that are material to our
Opinion, we have relied upon the factual statements set forth in
a certificate of officers of the Company and a certificate of a
public official. We have not independently verified or
investigated, nor do we assume any responsibility for, the
factual accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the
State of Georgia and are duly qualified to practice law in that
state. We do not herein express any opinion concerning any
matter respecting or affected by any laws other than the laws of
the State of Georgia that are now in effect and that, in the
exercise of reasonable professional judgment, are normally
considered in transactions such as those contemplated by the
issuance of the Shares pursuant to the Plans. The Opinion
hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any
obligation to advise you of changes to such pertinent laws or
facts that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the
Opinion that:
(1) the Shares, when issued in accordance with the terms of
the Plans upon the exercise of stock options granted or
to be granted pursuant to the Plans, and against
payment in full of the purchase price for such Shares,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Long, Aldridge & Norman
LONG, ALDRIDGE & NORMAN
Exhibit 23(a)
Consent of Price Waterhouse LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated June 16,
1995, which appears on page 14 of the 1995 Annual Report to
Shareholders of Davis Water & Waste Industries, Inc. (the
Company), which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended April 30, 1995. We
also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 27 of
such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Atlanta, Georgia
September 22, 1995
Exhibit 24
Powers of Attorney
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Doyle White
and Stan White, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-8 of Davis Water & Waste
Industries, Inc. relating to the 1994 Employees Stock Option Plan
and the 1994 Directors Stock Option Plan to be filed with the
Securities and Exchange Commission, and any and all amendments
(including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This 28th day of September 1995.
/s/ Joe E. Beverly
----------------------------
Joe E. Beverly
/s/ O. Larry Comer
----------------------------
O. Larry Comer
/s/ Robert P. Crozer
----------------------------
Robert P. Crozer
/s/ H. Forbes Davis
----------------------------
H. Forbes Davis
/s/ Jasper C. Davis III
----------------------------
Jasper C. Davis III
/s/ R. R. Davis
----------------------------
R. R. Davis
/s/ Thomas R. Pledger
----------------------------
Thomas R. Pledger