SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AIR & WATER TECHNOLOGIES CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3418759
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
U.S. Highway 22 West and Station Road
Branchburg, New Jersey 08876
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check
following box. the following box. /x/
Securities Act registration statement file number to which this form
relates (if applicable): 333-39115
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Warrants American Stock Exchange, Inc.
to purchase shares of
Class A Common Stock
(expiring March 11, 2001)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Air & Water Technologies Corporation ("the Company") is
registering its transferable warrants expiring March 11, 2001 (the
"Warrants"), each warrant entitling the holder thereof to purchase one
share of Class A Common Stock, par value $.001 per share, of the Company
(the "Class A Common Stock"). A description of the Warrants as set forth in
the Company's Registration Statement on Form S-1 (File No. 333-39115), as
amended, which was declared effective by the Securities and Exchange
Commission on January 30, 1998, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the
American Stock Exchange, Inc. (the "AMEX"), on which the Class A Common
Stock of the Company is registered. Accordingly, the following exhibits
required in accordance with Part II to the instructions as to exhibits on
Form 8-A are incorporated herein by reference or filed herewith, as
indicated.
EXHIBIT
NUMBER DESCRIPTION LOCATION
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3.01 Restated Certificate of Incorporation of the Company (1)
dated July 10, 1987
3.01(a) Certificate of Amendment of Certificate of (2)
Incorporation of the Company dated October 27, 1987
3.01(b) Certificate of Amendment of the Certificate of (2)
Incorporation of the Company filed June 21, 1989
3.01(c) Certificate of Amendment of the Restated Certificate (2)
of Incorporation of the Company filed July 5, 1989
3.01(d) Certificate of Amendment of the Restated Certificate (3)
of Incorporation of the Company filed August 13, 1990
3.01(e) Certificate of Amendment to the Restated Certificate *
of Incorporation of the Company filed March 2, 1998
3.02 By-Laws of the Company, as amended (1)
4.01 Form of Warrant Agreement, including Form of Warrant (4)
Certificate included as an exhibit thereto, between
the Company and the Warrant Agent
(1) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 33-17833), as amended, which became effective on
April 12, 1988.
(2) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 33-29568), as amended, which became effective on
August 10, 1989.
(3) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-4 (No. 33-43143), filed October 3, 1991.
(4) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 333-39115), which became effective January 30, 1998.
(*) Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly
authorized.
AIR & WATER TECHNOLOGIES
CORPORATION
By: /s/ Douglas A. Satzger, Esq.
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Name: Douglas A. Satzger, Esq.
Title: Senior Vice President
Dated: March 11, 1998
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
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3.01 Restated Certificate of Incorporation of the Company (1)
dated July 10, 1987
3.01(a) Certificate of Amendment of Certificate of (2)
Incorporation of the Company dated October 27, 1987
3.01(b) Certificate of Amendment of the Certificate of (2)
Incorporation of the Company filed June 21, 1989
3.01(c) Certificate of Amendment of the Restated Certificate (2)
of Incorporation of the Company filed July 5, 1989
3.01(d) Certificate of Amendment of the Restated Certificate (3)
of Incorporation of the Company filed August 13, 1990
3.01(e) Certificate of Amendment to the Restated Certificate *
of Incorporation of the Company filed March 2, 1998
3.02 By-Laws of the Company, as amended (1)
4.01 Form of Warrant Agreement, including Form of Warrant (4)
Certificate included as an exhibit thereto, between
the Company and the Warrant Agent
(1) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 33-17833), as amended, which became effective on
April 12, 1988.
(2) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 33-29568), as amended, which became effective on
August 10, 1989.
(3) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-4 (No. 33-43143), filed October 3, 1991.
(4) Incorporated herein by reference to the similarly numbered exhibit
(unless otherwise indicated) to the Company's Registration Statement
on Form S-1 (No. 333-39115), which became effective January 30, 1998.
(*) Filed herewith.
EXHIBIT 3.01(E)
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
AIR & WATER TECHNOLOGIES CORPORATION
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Pursuant to Sections 228 and 242 of the
General Corporation Law of the State of Delaware
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Air & Water Technologies Corporation, a Delaware corporation
(the "Corporation"), does hereby certify as follows:
FIRST: The name of the corporation is Air & Water Technologies
Corporation, a Delaware corporation.
SECOND: Effective immediately upon filing of this Amendment and
without further action on the part of the Corporation or its stockholders
the provisions of Article FOURTH of the Corporation's Amended and Restated
Certificate of Incorporation shall be amended as described herein.
THIRD: That the Restated Certificate of Incorporation of the
Corporation is hereby amended to increase the number of shares of Common
Stock that the Corporation is authorized to issue from 100,000,000 shares
to 260,000,000 shares. In order to effect the foregoing amendment, the
current Article FOURTH is hereby amended as follows:
(i) The first paragraph of Article FOURTH is hereby deleted in
its entirety and the following paragraph is inserted in lieu thereof:
"FOURTH: The total number of shares of stock which the
Corporation shall have the authority to issue is 262,500,000 shares,
of which 260,000,000 shares shall be Common Stock, par value $.001
per share, and 2,500,000 shares shall be Preferred Stock, par value
$.01 per share."
(ii) The first paragraph of Paragraph B of Article FOURTH is
hereby deleted in its entirety and the following paragraph is inserted in
lieu thereof:
"B. The Common Stock shall consist of 255,000,000
shares of Class A Common Stock ("Class A Common") and 5,000,000
shares of Class B Common Stock ("Class B Common"). Except as
otherwise provided herein, all shares of Class A Common and Class
B Common will be identical and will entitle the holders
thereof to the same rights and privileges."
FOURTH: That this Amendment has been duly adopted in accordance
with the provisions of Sections 228 and 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Amendment to be executed in its corporate name this 2nd day of March,
1998.
AIR & WATER TECHNOLOGIES CORPORATION
By: /s/ Douglas A. Satzger
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Name: Douglas A. Satzger
Title: Senior Vice President,
General Counsel and Secretary