As filed with the Securities and Exchange Commission on May 12, 2000
Registration No. 33- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0096608
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(State or Incorporation) (I.R.S. Employer Identification No.)
5380 North Sterling Center Drive
Westlake, California 91361
(Address of principal executive offices and zip codes)
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
(Full title of the plan)
------------------------
Copy To:
Marvin Mears, President Mark J. Richardson, Esq.
Environmental Products & Technologies Corporation Richardson & Associates
5380 North Sterling Center Drive 1299 Ocean Avenue, Suite 900
Westlake, California 91361 Santa Monica, California 90401
(818) 865-2205 (310) 393-9992
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------------------------- --------------------- ----------------- ------------------ -----------------
Common Stock, $.01 par value 492,728 shares $1.10(1) $542,000.80 $ 143.09
- ------------------------------------- --------------------- ----------------- ------------------ -----------------
Total 492,728 shares $1.10(1) $542,000.80 $ 143.09
==================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last sale price of
the Company's Common Stock on May 10, 2000 as reported on the OTC
Bulletin Board.
This Form S-8 consists of 41 pages, including exhibits. The index to
exhibits is set forth on page 8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Environmental Products & Technologies Corporation (the
"Company" or "Registrant") incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1999.
(b) The Registrant's quarterly report on Form 10-QSB for
the quarter ended December 31, 1999.
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since
December 31, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing 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 the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
General. The authorized capital stock of the Company consists
of 20,000,000 shares of Common Stock, par value $.01 per share, and 20,000,000
shares of Preferred Stock, par value $.01 per share. At May 10, 2000, the
Company had 8,905,597 shares of Common Stock issued and outstanding and 2,000
shares of Series A Convertible Preferred Stock issued and outstanding.
Common Stock. All outstanding shares of Common Stock are, and
the shares to be issued as contemplated herein will be, fully paid and
nonassessable. As a class, holders of the Common Stock are entitled to one vote
per share in all matters to be voted upon by the stockholders. Holders of Common
Stock are not entitled to cumulative voting rights with respect to the election
of directors. Holders of Common Stock are entitled to receive such dividends
when and as declared by the Board of Directors out of the surplus or net profits
of the Company legally available therefor, equally, on a share for share basis.
The Company does not anticipate paying dividends in the near future. In the
event of a liquidation, dissolution or winding-up of the Company, the holders of
Common Stock are entitled to share equally, on a share for share basis, in all
assets remaining after payment of liabilities, subject to the prior distribution
rights of any other classes or series of capital stock then outstanding. The
Common Stock has no preemptive rights and is neither redeemable nor convertible,
and there are no sinking fund provisions. As of May 10, 2000, the Company's
8,905,597 shares of Common Stock outstanding were held by 989 stockholders of
record.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock
covered by this Prospectus will be passed upon for the Company by Richardson &
Associates, counsel to the Company, 1299 Ocean Avenue, Suite 900, Santa Monica,
California, 90401. In consideration for legal work being performed by Richardson
& Associates for EPTC, EPTC has issued 20,000 shares of its Common Stock to Mark
J. Richardson, Esq., which are covered by this Registration Statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and EPTC's Bylaws provide
that a director of EPTC will have no personal liability to EPTC or its
shareholders for monetary damages for breach of fiduciary duty as a director
except (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, or (vi) for an unlawful dividend,
distribution, stock repurchase or redemption. This provision would generally
absolve directors of personal liability for negligence in the performance of
duties, including gross negligence.
EPTC's Bylaws and the Delaware General Corporation Law contain
comprehensive provisions for indemnification of directors, officers and agents
of Delaware corporations against expenses, judgments, fines and settlements in
connection with litigation. EPTC has a policy of providing indemnification for
its executive officers, directors and members of its committees, within the
scope of the Delaware General Corporation Law. We have entered into
indemnification agreements with our executive officers, directors and committee
members. Under the Delaware General Corporation Law, other than an action
brought by or in the right of EPTC, such indemnification is available if it is
determined that the proposed indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of EPTC and,
with respect to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. In actions brought by or in the right of EPTC,
such indemnification is limited to expenses (including attorneys' fees) actually
and reasonably incurred if the indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of EPTC. No
indemnification may be made, however, in respect of any claim, issue or matter
as to which such person is adjudged to be liable to EPTC unless and only to the
extent that the court in which the action was brought determines that in view of
all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. To the extent that the
proposed indemnitee has been successful in defense of any action, suit or
proceeding, he must be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the action. EPTC's
Articles of Incorporation, as amended, provide for indemnification of the
directors and officers of EPTC against liabilities to the maximum extent
provided by Delaware law.
EPTC maintains insurance to protect officers and directors
from certain liabilities, including liabilities against which we cannot
indemnify our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock which will be issued pursuant to
this registration statement will be issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Registrant, as amended.(1)
4.2 Bylaws of the Registrant.(1)
5.1 Opinion of Richardson & Associates as to the legality of the
securities being registered.
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10.1 Settlement Agreement and Mutual General Release By and Between
Marvin Mears, Morris Lerner, John Bird,Derek Bird and David Bird.
10.2. Agreement and Mutual Release By and Between EPTC and Lifeline
Enterprises, LLC.
23.1 Consent of Richardson & Associates(included as part of Exhibit
5.1).
23.2 Consent of Singer, Lewak, Greenbaum & Goldstein, LLC, Independent
Certified Public Accountants.
23.3 Consent of Bruce T. Andersen, Independent Certified Public
Accountant
24.1 Power of Attorney (contained on page 5 hereof).
99.1 Reoffer Prospectus, dated May 12, 2000.
- ------------------------------------------------------
(1) Incorporated by reference from the exhibits included with the Company's
Registration Statement (No. 333-53397) on Form SB-2 A filed with the SEC on
September 17, 1998.
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) 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 this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply
if 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 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, 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. The undersigned Registrant hereby undertakes that, for the
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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein 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 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 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the finial adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marvin Mears, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective 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
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that said attorney-in-fact and agent or the substitute or substitutes
of him, may lawfully do or cause to be done by virtue hereof.
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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 his
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California on the 10th day
of May 2000.
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
By: /s/ Marvin Mears
-----------------------
Marvin Mears, President
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 Title Date
/s/ Marvin Mears President and Director (Chief Executive May 10, 2000
- ---------------- Officer)
Marvin Mears
/s/ Joel G. Wadman Secretary (Chief Financial Officer) May 10, 2000
- ------------------
Joel G. Wadman
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
REGISTRATION NO. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
EXHIBIT VOLUME
TO THE
REGISTRATION STATEMENT
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INDEX TO THE EXHIBIT VOLUME TO
REGISTRATION STATEMENT ON FORM S-8
4.1 Articles of Incorporation of the Registrant,as amended.(1)
4.2 Bylaws of the Registrant.(1)
5.1 Opinion of Richardson & Associates as to the legality of
the securities being registered.
10.1 Settlement Agreement and Mutual General Release By and
Between EPTC, Marvin Mears, Morris Lerner, John Bird,
Derek Bird and David Bird
10.2 Agreement and Mutual Release By and Between EPTC and
Lifeline Enterprises, LLC
23.1 Consent of Richardson & Associates (included as part of
Exhibit 5.1).
23.2 Consent of Singer, Lewak, Greenbaum & Goldstein, LLP,
Independent Certified Public Accountants.
23.3 Consent of Bruce T. Andersen, Independent Certified Public
Accountant
24.1 Power of Attorney.
99.1 Reoffer Prospectus, dated May 12, 2000.
- -----------------------------------------------------------------
(1) Incorporated by reference from the exhibits included in the Company's
Registration Statement (No. 333-53397) on Form SB-2/A filed with the SEC on
September 17, 1998.