-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzPfl5Dv4im7ne8lK1AaRsQV8INaTPvXmYVMecY5eWo0RT7pqLldg8V+orpZU99h lgk6f+KCl4/Dy4ZZSOX2vg== 0000893220-99-000751.txt : 19990618 0000893220-99-000751.hdr.sgml : 19990618 ACCESSION NUMBER: 0000893220-99-000751 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990617 EFFECTIVENESS DATE: 19990617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTON ROY F INC CENTRAL INDEX KEY: 0000106473 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 231501990 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80855 FILM NUMBER: 99647737 BUSINESS ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380-1499 BUSINESS PHONE: 6107013000 MAIL ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380-1499 S-8 1 FORM S-8 FOR ROY F. WESTON, INC. 1 As filed with the Securities and Exchange Commission on June 17, 1999 Registration No. 333-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROY F. WESTON, INC. (Exact Name of Registrant as Specified in its Charter) Pennsylvania 23-1501990 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 Weston Way West Chester, Pennsylvania 19380-1499 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Roy F. Weston, Inc. Stock-Based Incentive Compensation Plan (Full title of the plan) Arnold P. Borish, Esq. General Counsel Roy F. Weston, Inc. 1400 Weston Way West Chester, Pennsylvania 19380-1499 (Name and address of agent for service) (610) 701-3000 (Telephone number, including area code, of agent for service) Please send copies of all communications to: F. Douglas Raymond, III, Esquire Drinker Biddle & Reath LLP 1345 Chestnut Street Philadelphia, Pennsylvania 19107-3496 -1- 2 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED AGGREGATE MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED (2) PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Series A Common Stock, par value $.10 per share 215,000 shares $2.44 $ 524,600.00 $145.84 - --------------------------------------------------------------------------------------------------------------------- 385,000 shares $3.28 $1,262,800.00 $351.06 - --------------------------------------------------------------------------------------------------------------------- Total 600,000 shares $1,787,400.00 $496.90 - ---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933. As to shares subject to outstanding but unexercised options, the price and fee are computed based on the price at which such options may be exercised. As to remaining shares, the price is based on the average of the highest and lowest price for the Series A Common Stock, as reported in the NASDAQ National Market System on June 14, 1999. (2) Also registered hereby are such additional indeterminate number of shares of Series A Common Stock or other securities as may become issuable under the Plan in connection with share splits, share dividends or similar transactions. -2- 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Series A Common Stock of the registrant in connection with its Stock-Based Incentive Compensation Plan. Pursuant to General Instruction E (Registration of Additional Securities) to Form S-8, Roy F. Weston, Inc. ("Weston" or the "Company") hereby incorporates by reference the contents of its Registration Statements on Form S-8 (Registration Nos. 333-56755, 33-40808 and 33-55112) relating to its Stock-Based Incentive Compensation Plan and any Post-Effective Amendments thereto, except for the items set forth below. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by the Company with the Commission pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by reference in this registration statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1998; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; (c) The description of the Company's Series A Common Stock contained in the Company's registration statement on Form 8-A, dated February 27, 1987 filed with the Commission, including any amendments or reports filed for the purpose of updating such description; and (d) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing with the Commission of a post-effective amendment which (i) indicates that all securities offered hereby have been sold or (ii) deregisters all such 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 to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein by reference modified or superseded such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 8. EXHIBITS. Reference is made to the Exhibit Index which appears at page II-4 of this registration statement for a detailed list of the exhibits filed as a part hereof. II-1 4 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 West Chester, Pennsylvania, on June 17, 1999. ROY F. WESTON, INC. By:/s/ William L. Robertson --------------------------------- William L. Robertson Chief Executive Officer II-2 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William L. Robertson and William G. Mecaughey and each of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, in connection with the Registrant's registration statement on Form S-8 under the Securities Act of 1933, as amended, including, without limiting the generality of the foregoing, to sign the registration statement, including any and all stickers and post-effective amendments to the registration statement, and to sign any and all additional registration statements relating to the same offering of securities as the registration statement that are filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact, and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully 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 by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ William L. Robertson Chief Executive Officer (Principal Executive June 17, 1999 - ----------------------------- Officer) and Director William L. Robertson /s/ Patrick G. McCann President and Chief Operating Officer June 17, 1999 - ----------------------------- (Principal Operating Officer) Patrick G. McCann /s/ William F. Mecaughey Vice President and Chief Financial Officer June 17, 1999 - ----------------------------- (Principal Financial Officer and Principal William F. Mecaughey Accounting Officer) /s/ Richard L. Armitage Director June 17, 1999 - ----------------------------- Richard L. Armitage /s/ Jesse Brown Director June 17, 1999 - ----------------------------- Jesse Brown /s/ Thomas E. Carroll Director June 17, 1999 - ----------------------------- Thomas E. Carroll /s/ Thomas Harvey Director June 17, 1999 - ----------------------------- Thomas Harvey /s/ Wayne F. Hosking, Jr. Director June 17, 1999 - ----------------------------- Wayne F. Hosking, Jr. /s/ Katherine W. Swoyer Chairman of the Board June 17, 1999 - ----------------------------- Katherine W. Swoyer /s/ Thomas M. Swoyer, Jr. Director June 17, 1999 - ----------------------------- Thomas M. Swoyer, Jr. /s/ A. Frederick Thompson Director June 17, 1999 - ----------------------------- A. Frederick Thompson - ----------------------------- Director June 17, 1999 Roy F. Weston /s/ James H. Wolfe Director June 17, 1999 - ----------------------------- James H. Wolfe
II-3 6 EXHIBIT INDEX
Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 Articles of Incorporation of Roy F. Weston, Inc., as amended and restated (incorporated by reference to Exhibit 3(a) to Company's Registration Statement on Form S-1, No. 33-20834, filed under Securities Act of 1933, as amended). 4.2 By-laws of Roy F. Weston, Inc., as amended (incorporated by reference to Exhibit 3.2 to Company's Annual Report on Form 10-K for year ended December 31, 1998 filed under Securities Exchange Act of 1934, as amended). 5 Opinion of Drinker Biddle & Reath LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Drinker Biddle & Reath LLP (contained in opinion filed as Exhibit 5 to this Registration Statement). 24 Powers of Attorney (See Signature Page).
II-4 EX-5 2 OPINION OF DRINKER BIDDLE & REATH LLP 1 EXHIBIT 5 LAW OFFICES DRINKER BIDDLE & REATH LLP 1345 Chestnut Street Philadelphia, Pennsylvania 19107-3496 Telephone: (215) 988-2700 Fax: (215) 988-2757 June 17, 1999 Roy F. Weston, Inc. One Weston Way West Chester, PA 19380-1489 Gentlemen: We have acted as counsel to Roy F. Weston, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, relating to 600,000 additional shares of Series A Common Stock of the Company, par value $0.10 per share (the "Shares"), issuable under the Company's Stock-Based Incentive Compensation Plan (the "Plan"). In that capacity, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and the By-laws of the Company, as amended through the date hereof, resolutions of the Company's Board of Directors, and such other documents and corporate records relating to the Company and the issuance and sale of the Shares as we have deemed appropriate. The opinions expressed herein are based exclusively on the Business Corporation Law of the State of Pennsylvania. In all cases, we have assumed the legal capacity of each natural person signing any of the documents and corporate records examined by us, the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies and the accuracy and completeness of all corporate records and other information made available to us by the Company. Based upon the foregoing and consideration of such questions of law as we have deemed relevant, we are of the opinion that Shares issued by the Company under the Plan and paid for in accordance with the terms of such Plan and the relevant stock option agreement thereunder, if applicable, will be validly issued, fully paid and nonassessable by the Company. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent we do not admit that we come within the categories of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ DRINKER BIDDLE & REATH LLP ------------------------------ DRINKER BIDDLE & REATH LLP (A Pennsylvania Limited Liability Partnership) EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 4, 1999, relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of Roy F. Weston, Inc. and Subsidiaries, which is incorporated by reference in Roy F. Weston, Inc. and Subsidiaries', Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated February 4, 1999, relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----