AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23,
2001 REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Transtech Industries, Inc.
(Name of Registrant)
Delaware 22-1777533
(State of Incorporation) (I.R.S. Employer
Identification No.)
200 Centennial Avenue, Piscataway, NJ 08854
(Principal Executive Offices)
Transtech Industries, Inc. 2001 Employee Stock Plan
(Title of Plan)
Transtech Industries, Inc.
200 Centennial Avenue
Piscataway, New Jersey 08854
(Name and Address of Agent)
(732) 981-0777
(Telephone Number of Agent)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registration
to be registered offering aggregate fee
registered (1) price per offering
unit (2) price (2)
Common 150,000 $.06 $9,000.00 $2.25
Stock shares
(1) Plus such additional number of shares as may be required
pursuant to the Plan in the event of a stock dividend, stock
split or similar event.
(2) Estimated solely for purposes of determining the registration
fee pursuant to Rule 457(c), based on the average of the bid
and asked price in the over-the-counter market for the Common
Stock as of March 22, 2001.
PART II
ITEM 3. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference and shall be deemed a part
hereof:
(a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999 of Transtech Industries, Inc. (the
"Corporation" or the "Registrant");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by
the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10 filed with
the Commission under Section 12 of the Exchange Act on
September 5, 1972, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of
Delaware ("Delaware Corporation Law") provides, in general ,that a
corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, because the
person is or was a director or officer of the corporation. Such
indemnity may be against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and if, with respect to any
criminal action or proceeding, the person did not have reasonable
cause to believe the person's conduct was unlawful.
Section 145(b) of the Delaware Corporation Law provides, in
general, that a corporation shall the power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
because the person is or was a director of officer of the
corporation, against any expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to be indemnified for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in
general, that a corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
director or officer of the corporation against any liability
asserted against the person in any such capacity, or arising out
of the person's status as such, whether or not the corporation
would have the power to indemnify the person against such
liability under the provisions of the law. The Registrant has a
directors and officers liability insurance policy.
Article IX of the Registrant's By-laws requires
indemnification to the fullest extent permitted under Delaware law
of persons who now serve or who may hereafter serve as directors
or executive officers of the Registrant.
The foregoing statements are subject to the detailed
provisions of Section 145 of the Delaware Corporation Law and
Article IX of the By-Laws of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Articles of Incorporation of the
Registration, as amended. (Incorporated
herein by reference to Exhibit 3(a) of the
Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989.)
4.2 Amended and Restated By-Laws of the
Registrant (Incorporated herein by reference
to Exhibit 3(c) of the Registrant's Annual
Report on Form 10-KSB for the fiscal year
ended December 31, 1993.)
23 Consent of Independent Auditors.
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:
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 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 offerings 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) Filings Incorporating Subsequent Exchange Act Documents
by Reference
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 section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
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) Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8
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 the foregoing provisions, 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.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Piscataway, the State of New Jersey, on March 23,
2001.
TRANSTECH INDUSTRIES, INC.
By: /s/ Robert V. Silva
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the corporation whose
signature appears above and each person whose signature appears
below hereby constitutes and appoints each of Robert V. Silva and
Andrew J. Mayer, Jr., and each of them, his, her or its attorneys-
in-fact, each with full power of substitution and resubstitution,
for him, her or it in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or any of
them, or any substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Capacity Date
/s/ Robert V. Silva Chairman of the March 23, 2001
Robert V. Silva Board,Chief
Executive Officer,
President and
Director (Principal
Executive Officer)
/s/ Andrew J. Mayer, Jr. Vice President - March 23, 2001
Andrew J. Mayer, Jr. Finance, Chief
Financial Officer,
Secretary and
Director (Principal
Financial and
Accounting Officer)
/s/ Arthur C. Holdsworth, III Director March 23, 2001
Arthur C. Holdsworth, III
EXHIBIT INDEX
Exhibit No. Description
4.1 Certificate of Incorporation of the
Registration, as amended. (Incorporated
herein by reference to Exhibit 3(a) of the
Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989.)
4.2 Amended and Restated By-Laws of the
Registrant (Incorporated herein by reference
to Exhibit 3(c) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993.)
23 Consent of Independent Auditors.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Transtech Industries, Inc.
We consent to the use of our reports included in or incorporated
by reference in the Transtech Industries, Inc. Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999, which is
incorporated by reference herein.
/s/ Briggs Bunting & Dougherty, LLP
March 23, 2001