As filed with the Securities and Exchange Commission on
October 8, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ENVIRONMENTAL TECTONICS CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1714256
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Environmental Tectonics Corporation 1998 Stock Option Plan
(Full title of Plan)
Environmental Tectonics Corporation
County Line Industrial Park
Southampton, Pennsylvania 18966
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
William F. Mitchell,
President and Chief Executive Officer
Environmental Tectonics Corporation
County Line Industrial Park
Southampton, Pennsylvania 18966
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Maximum Maximum Amount
Class of Amount Offering Aggregate of
Securities to to be Price per Offering Registration
Registered Registered Share(1) Price Fee
Common Stock, 500,000 $6.88 $3,440,000 $1,014.80
par value $.10
per share
(1) Calculated in accordance with Rule 457, based on the closing
price of $6.88 as reported on the American Stock Exchange on
October 5, 1998.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended February 27, 1998;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarter ended May 29;
(c) The description of the Company's Common Stock set forth in
the Company's Registration Statement on Form 8-A, dated
November 9, 1990, pursuant to which the Company registered
the Common Stock pursuant under Section 12(g) of the
Exchange Act; and
(d) All other documents filed by the Company after the date of
this Registration Statement under Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the Registration
Statement 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 part of this Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities.
The description of the Common Stock is incorporated by
reference herein to the Company's Registration Statement on Form
8-A. See "Item 3. Incorporation of Documents by Reference."
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
The bylaws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the Registrant and
(2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law
unless the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibits:
Number Title
4.1 Articles of Incorporation of Registrant (Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-KSB for the year ended February 28,
1997).
4.2 By-Laws of Registrant (Incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual Report on
Form 10-K for the year ended February 25, 1994).
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP
24.1 Power of Attorney (included on signature page)
99.1 Environmental Tectonics Corporation 1998 Stock Option
Plan.
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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 paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by these 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 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.
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant, 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
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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the Town of Oaks,
State of Pennsylvania on October 1, 1998.
ENVIRONMENTAL TECTONICS CORPORATION
By: /s/ William F. Mitchell
William F. Mitchell,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William F.
Mitchell or Jeffrey P. Waldron, Esquire, and each of them, his
true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacity, to sign any or 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, granting to such
attorney-in-fact and agents full power and authority to do and
perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.
Signature
/s/ William F. Mitchell Chairman of the October 1, 1998
William F. Mitchell Board, President
and Director
(Principal
Executive Officer
/s/ Duane D. Deaner Chief Financial October 1, 1998
Duane D. Deaner Officer
(Principal
Financial and
Accounting
Officer)
/s/ Richard E. McAdams Executive Vice October 1, 1998
Richard E. McAdams President and
Director
/s/ Pete L. Stephens Director October 1, 1998
Pete L. Stephens, M.D.
/s/ Craig MacNab Director October 1, 1998
Craig MacNab
/s/ Philip L. Wagner Director October 7, 1998
Philip L. Wagner, Ph.D.
EXHIBIT INDEX
Number Title
4.1 Articles of Incorporation of Registrant (Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-KSB for the year ended February 28,
1997).
4.2 By-Laws of Registrant (Incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual Report on
Form 10-K for the year ended February 25, 1994).
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP
24.1 Power of Attorney (included on signature page)
99.1 Environmental Tectonics Corporation 1998 Stock Option
Plan.
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