(conformed)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PDG REMEDIATION, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA 15146
(Address of principal executive offices) (Zip Code)
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1995 QUALIFIED INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Christina L. Goetz, Assistant Secretary
300 Oxford Drive
Monroeville, Pennsylvania 15146
(Name and address of agent for service)
(412) 856-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price fee
---------- ---------- ---------- -------------- ------------
Common Stock 150,000 shares $1.125 $168,750 $100.00
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*Computed with respect to the closing bid price of the Common Stock reported on the NASDAQ Stock Market on November 4, 1996, of $1.125 per share solely for the purpose of determining the registration fee.
PROSPECTUS
150,000 Shares
PDG REMEDIATION, INC.
Common Stock
(Par Value $0.01 per Share)
Offered as set forth herein under the 1995 Qualified Incentive Stock Option Plan to key managerial employees of PDG Remediation, Inc. and its subsidiaries.
PDG Remediation, Inc. (the "Corporation") is subject to the informational requirements of the Securities and Exchange Act of 1934, and in accordance therewith, files reports and other information with the Securities and Exchange Commission. The Corporation's securities are listed on NASDAQ.
The Corporation, upon the written or oral request of any person to whom this Prospectus is delivered, shall undertake to provide, without charge to such person, a copy of the documents incorporated by reference in Item 3 of Part II of the Registration Statement and incorporated by reference into this Prospectus and a copy of the Corporation's Annual Report on Form 10-K for its latest fiscal year. Such a request should be directed to Ms. Christina Goetz, Assistant Secretary of the Corporation, 300 Oxford Drive, Monroeville, Pennsylvania 15146 (Telephone (412) 856-6100).
This Prospectus omits certain information relating to the securities offered hereby which the Corporation has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to which, reference is hereby made for further information with respect to the Corporation and such securities.
Table of Contents
Description Page - ----------- ---- General............................................................ 2 Grant of Options................................................... 3 Tax Effects of Plan Participation.................................. 4 |
This document constitutes a prospectus covering securities that have been registered under the Securities Act of 1933. The date of this Prospectus is November 7, 1996.
PDG REMEDIATION, INC.
1995 QUALIFIED INCENTIVE STOCK OPTION PLAN
GENERAL
The 1995 Qualified Incentive Stock Option Plan (the "Plan"), was adopted by the Board of Directors of PDG Remediation, Inc. (the "Corporation") on December 13, 1995. The Plan was approved at the August 15, 1996 Annual Meeting of Shareholders.
The Plan provides for the grant of options to purchase an aggregate of up to 150,000 shares of the Corporation's common stock. All present and future key managerial employees of the Corporation or any parent or subsidiary of the Corporation are eligible to receive grants of options under the Plan in accordance with its terms and conditions.
The purposes of the Plan are to encourage stock ownership in the Corporation by selected key managerial employees of the Corporation, to provide such persons with additional incentives to remain with the Corporation and increase their efforts on its behalf, to provide a means through which the Corporation may attract, retain and motivate key managerial employees, and to remain competitive in its compensation practices.
The Plan is administered by the Compensation Committee (the "Committee") appointed by the Board of Directors of the Corporation. The Committee shall consist of a minimum of two and a maximum of 3 members of the Board of Directors, each of whom shall be a "disinterested person" as defined in Rule 16b-3 under the Securities Exchange Act of 1934. The Committee is responsible for interpreting the Plan and prescribing such rules, regulations and procedures in connection with the operations of the Plan in order to administer the Plan consistent with its stated purposes. All questions as to stock options granted under the Plan are also subject to the determination of the Committee.
The aggregate number of shares of the Corporation's common stock for which options may be awarded under the Plan is limited to 150,000. If an option awarded under the Plan to any individual expires, is terminated unexercised, or is forfeited, the shares covered thereby shall be available for future grants. The shares of the Corporation's common stock reserved for issuance under the Plan may be authorized and unissued shares of common stock or shares of the Corporation's common stock held in treasury.
The number of shares subject to any option under the Plan and the per share price are subject to adjustment in the event of any change in the common stock of the Corporation by reason of any reorganization, recapitalization, stock split, stock dividend or otherwise.
In the event of a Change of Control of the Corporation, as defined in the Plan, all options granted under the Plan shall terminate as of the date determined by the Board of Directors. Each grantee shall be given at least thirty (30) days written notice of the date fixed by the Board of Directors, during which time, the grantee shall have the right to exercise all of the options granted and unexercised at such time.
The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the Plan at any time, provided that no amendment shall be
made which (i) shall increase the total number of shares which may be issued
and sold pursuant to options granted under the Plan, except in the event of an
adjustment by reason of any stock dividend, recapitalization, reclassification,
stock split or combination of shares, (ii) extends the term of the Plan or the
period during which options may be granted or exercised, (iii) changes the
description of the class of persons eligible to receive options under the Plan,
(iv) changes the manner of determining the minimum option price or the price of
outstanding options or terms of payments, or (v) is required by law to be
approved by the Corporation's shareholders, unless such amendment is made by or
with the approval of the shareholders.
Unless sooner terminated, the Plan shall expire ten years from the date the Plan is adopted by the Board of Directors.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code, nor is it subject to the provisions of the Employee Retirement Income Security Act of 1974.
The costs and expenses of administering the Plan are borne by the Corporation.
GRANT OF OPTIONS
KEY MANAGERIAL EMPLOYEES
The Committee, in its sole discretion, may from time to time determine the key managerial employees of the Corporation or any parent or subsidiary of the Corporation to whom options are to be granted. Any options granted under the Plan shall be subject to the following terms and conditions:
1. Each grantee who is a key managerial employee of the Corporation or any parent or subsidiary of the Corporation shall be required to enter into an option agreement with the Corporation.
2. The price of shares of common stock subject to option shall be set by the Committee at the time an option is granted, but in no event shall such price be less than the fair market value of such shares on the date such option is granted unless the option is granted to an individual who, at the time the option is granted, owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or its parent or any subsidiary; then the option price shall not be less than 110% of the fair market value of such shares on the date such option is granted.
3. The price per share with respect to each option shall be payable in full at the time the option is exercised. Such price shall be payable in cash or by certified check payable to the order of the Corporation or by delivery to the Corporation of other shares of common stock of the Corporation owned by the grantee. Shares delivered to the Corporation in payment of the option price shall be valued at the fair market value of the common stock of the Corporation on the date of the exercise of the option. Payment of the option price with shares of the common stock of the Corporation shall not increase the number of shares of the common stock which may be issued under the Plan.
4. No option granted to a key managerial employee of the Corporation or any parent or subsidiary of the Corporation shall be exercisable for a period of one (1) year from the date of grant, unless the Committee, in its discretion, determines otherwise. Thereafter, such options shall be exercisable in such installments as set forth in the applicable option agreement as the Committee, in its sole discretion, may determine. The Committee may, in its discretion, accelerate the exercisability of options granted to employees. No option shall be exercisable after the expiration of ten years from the date of grant of the option unless the option is granted to an individual who at the time the option is granted owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or its parent or any subsidiary; then no option shall be exercised after the expiration of five years from the date of grant of the option.
5. If the service of a grantee as a key managerial employee of the Corporation or any parent or subsidiary of the Corporation is terminated due to such grantee's death, or for any other reason than those specified in Item 6. below, the grantee or the grantee's legal representative, as the case may be, shall have the right, within three months after the date of death or termination of the key managerial employee (but not after the expiration date of the option) to exercise all or any part of the options which the deceased or terminated grantee could have exercised at the time of the grantee's death or termination, but which the deceased or terminated grantee had not exercised at such time. All options which have not vested (are not exercisable) as of the date of the grantee's death or termination shall be deemed to have terminated as of the date of such event.
6. If the service of a grantee as a key managerial employee of the Corporation or any parent or subsidiary of the Corporation is terminated within one year following the date of grant for any reason other than disability, change of control of the Corporation or death, or because he or she is discharged for fraud, theft, embezzlement or gross failure to perform his or her duties, or for conflict of interest, the options shall be forfeited and terminated immediately upon such termination of service.
7. The grant of all options shall be evidenced by an agreement between the Corporation and the employee executed on behalf of the Corporation by the Secretary or Assistant Secretary of the Corporation.
8. With respect to any option granted under the Plan, the Committee may, in its sole discretion, impose such other restrictions, provisions, conditions or terms, as it deems appropriate, subject to the foregoing provisions. Any such restrictions, terms, provisions and conditions shall be set forth in the agreement to which reference is made above.
TAX EFFECTS OF PLAN PARTICIPATION
It is intended that options granted pursuant to the Plan will be "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended. In general, an optionee will not recognize income at the time of the grant of options under the Plan or at the time that he or she exercises any such options, unless the individual disposes of the Common Stock underlying such options within two years of the grant of the option or one year of the exercise of the option (an "Early Disposition"). Absent an Early Disposition, the optionee will recognize a capital gain upon the disposition of the Common Stock for an amount in excess of the exercise price of the option, but the Corporation will not be able to take any deduction for the options granted pursuant to the Plan. In addition, the optionee will have to report an adjustment for alternative minimum tax purposes. That adjustment may cause the individual to owe alternative minimum tax (a 26 to 28 percent tax) in the year the option is exercised. However, if an Early Disposition occurs, the optionee will recognize ordinary income for the difference between the sale price of the stock and the exercise price of the option, but will not have any alternative minimum tax adjustment. In the event of an Early Disposition, the Corporation will receive a corresponding tax deduction.
Participants are advised to consult their own tax counsel in regard to the specific application of the federal income tax laws to their respective situations.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Corporation with the Securities and Exchange Commission, are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended January 31, 1996.
(b) Form 10-K/A No. 1 for the year ended January 31, 1996, dated May 30, 1996.
(c) Quarterly Report on Form 10-Q for the three months ended April 30, 1996.
(d) Quarterly Report on Form 10-Q for the three months ended July 31, 1996.
(e) Definitive proxy statement, filed pursuant to Section 14 of the Exchange Act in connection with the August 15, 1996 Annual Meeting of the Corporation's Stockholders.
(f) Description of common stock of the Corporation included in its Articles of Incorporation filed as Exhibit 3.1 to its registration statement on Form S-1 (No. 33-82092), effective as of February 9, 1995.
All reports and other documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby are sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's Articles of Incorporation provide the Corporation with 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 proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation -- a "derivative action"), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture trust or other enterprise. The Corporation shall indemnify its directors, officers, employees and agents against expenses (including attorneys' fees and disbursements), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, if they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that their conduct was unlawful.
A similar standard of care is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such an action and court approval is required before there can be any indemnification where the person seeking indemnification has been found to be liable to the Corporation.
The Corporation's Articles of Incorporation provide for indemnification only as authorized in a specific case upon a determination that the person seeking indemnity has met the applicable standard of conduct. Said determination can be made by the majority vote of disinterested members of the Board of Directors, by independent legal counsel or by the stockholders.
The Corporation will pay the litigation expenses of a director, officer, employee or agent as they are incurred. Any expenses incurred in defending any action or proceeding may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt by the Corporation of an undertaking by or on behalf of any director, officer, employee or agent to repay the amount if it is ultimately determined that they are not entitled to be indemnified by the Corporation.
The indemnification requirement might have a significant adverse effect on the Corporation and its stockholders in the event of a substantial judgment or settlement with respect to a director, officer, employee or agent entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits have been filed as part of this registration statement.
PAGES OF
SEQUENTIAL
EXHIBIT INDEX NUMBERING SYSTEM
------------- ----------------
4.1 Articles of Incorporation of the Corporation, filed as Exhibit 3.1
to the Corporation's registration statement on Form S-1 (No. 33-
82092), effective as of February 9, 1995, is incorporated herein
by reference.
4.2 By-laws of the Corporation, filed as Exhibit 3.2 to the
Corporation's registration statement on Form S-1 (No. 33-82092),
effective as of February 9, 1995, is incorporated herein by
reference.
5.1 Opinion of Thorp, Reed & Armstrong, counsel for the Corporation,
as to the legality of the securities being registered.
23.1 The consent of Ernst & Young LLP, independent auditors.
23.2 The consent of Thorp, Reed & Armstrong, counsel for the
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors.
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ITEM 9. UNDERTAKINGS
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 with or furnished to the Commission 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.
(4) 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 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.
(5) 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
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 Monroeville, State of Pennsylvania, on November 7, 1996.
PDG REMEDIATION, INC.
By /s/ John M. Musacchio ------------------------------------- President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
/s/ John M. Musacchio - ------------------------------------- President and Chief Operating Officer November 7, 1996 (Principal Executive Officer and Director) /s/ Michael Smith By /s/ John M. Musacchio - --------------------------------- ----------------------------------- Chief Financial Officer John M. Musacchio, Attorney-in-Fact (Principal Financial and November 7, 1996 Accounting Officer and Director) Edgar Berkey, Director By /s/ John M. Musacchio Jimmy Sh Lee, Director ----------------------------------- Roy Zanatta, Director John M. Musacchio, Attorney-in-Fact Leonard Petersen, Director November 7, 1996 |
Exhibit 5.1
THORP REED
&
ARMSTRONG
PDG Remediation, Inc. November 8, 1996
300 Oxford Drive
Monroeville, Pennsylvania 15146
Ladies and Gentleman:
We have acted as counsel for PDG Remediation, Inc., a Pennsylvania corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of 150,000 shares (the "Shares"), par value $.01 per share, of the Company's common stock ("Common Stock") reserved for issuance upon the exercise of stock options ("Options") granted pursuant to the Company's 1995 Qualified Incentive Stock Option Plan (the "Plan"), as described in the Registration Statement.
In connection with this opinion letter, we have examined a copy of the Registration Statement, copies of the Company's articles of incorporation and bylaws, and such other instruments and documents as we have deemed necessary as a basis for the opinion hereinafter expressed. In rendering such opinion letter, we have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.
Based on the foregoing, and subject to the assumptions and limitations herein set forth, we are of the opinion that the Shares to be issued upon exercise of Options granted pursuant to the Plan, as described in the Registration Statement, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.
This opinion letter is limited in all respects to the applicable laws of the Commonwealth of Pennsylvania and the United States of America.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
/s/ THORP, REED & ARMSTRONG |
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to the 1995 Qualified Incentive Stock Option Plan of PDG Remediation, Inc. dated November 7, 1996 of our report dated March 8, 1996 (except for Note 3 as to which the date is April 25, 1996), with respect to the consolidated financial statements and schedule of PDG Remediation, Inc. included in the Annual Report (Form 10-K) for the year ended January 31, 1996, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
November 7, 1996
/s/ ERNST & YOUNG LLP --------------------- |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of PDG Remediation, Inc., a Pennsylvania corporation, do hereby make, constitute and appoint JOHN M. MUSACCHIO with full power and authority to act as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead in any and all capacities, to sign a Registration Statement on Form S-8 covering up to 150,000 shares of the common stock of the Corporation proposed to be offered under the 1995 Qualified Incentive Stock Option Plan to selected key managerial employees of PDG Remediation, Inc. and its subsidiaries, under the Securities Act of 1933, as amended, and any and all amendments to such Registration Statement, and to file such Registration Statement, and all such amendments thereto, so signed, with all exhibits thereto, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact full power and authority to do and perform any and all acts and things requisite and necessary to be done with respect to the matters described above as fully to all intents and purposes as he or she might or could do in person.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 7th day of November, 1996.
/s/ Michael Smith ------------------------------ Michael Smith, Chief Financial Officer and Director /s/ Edgar Berkey ------------------------------ Edgar Berkey, Director /s/ Jimmy Sh Lee ------------------------------ Jimmy Sh Lee, Director /s/ Roy Zanatta ------------------------------ Roy Zanatta, Director /s/ Leonard Petersen ------------------------------ Leonard Petersen, Director |