-----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, Nrb15jh59JGeLLDlwjXGnG+1hTNYEBXcuF0lYDul+ieSwvFNSQbTlz9Z8tIzgeGV LkkZkzQLBUo8p7IqgsEXjg== 0001012870-98-001180.txt : 19980507 0001012870-98-001180.hdr.sgml : 19980507 ACCESSION NUMBER: 0001012870-98-001180 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980506 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATG INC CENTRAL INDEX KEY: 0001054000 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 942657762 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-46107 FILM NUMBER: 98611538 BUSINESS ADDRESS: STREET 1: 47375 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104903008 MAIL ADDRESS: STREET 1: 47375 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 S-1/A 1 AMENDMENT NO. 4 TO FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998 REGISTRATION NO. 333-46107 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ATG INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------
CALIFORNIA 4955 94-2657762 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
47375 FREMONT BOULEVARD FREMONT, CALIFORNIA 94538 (510) 490-3008 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------- DOREEN M. CHIU PRESIDENT AND CHIEF EXECUTIVE OFFICER ATG INC. 47375 FREMONT BOULEVARD FREMONT, CALIFORNIA 94538 (510) 490-3008 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE) COPIES OF COMMUNICATIONS TO:
BRIAN A. SULLIVAN, ESQ. WILLIAM W. BARKER, ESQ. RICHARD A. PEERS, ESQ. MILLER & HOLGUIN DAVID K. RITENOUR, ESQ. CHRISTINA L. VAIL, ESQ. 1801 CENTURY PARK EAST GRAHAM & JAMES LLP HELLER EHRMAN WHITE & MCAULIFFE SEVENTH FLOOR 801 SOUTH FIGUEROA STREET, SUITE 1400 525 UNIVERSITY AVENUE LOS ANGELES, CALIFORNIA 90067-2302 LOS ANGELES, CALIFORNIA 90017-5554 PALO ALTO, CALIFORNIA 94301-1900 TELEPHONE: (310) 556-1990 TELEPHONE: (213) 624-2500 TELEPHONE: (650) 324-7000 FACSIMILE: (310) 557-2205 FACSIMILE: (213) 623-4581 FACSIMILE: (650) 324-0638
-------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] ____________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] _________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] __________ If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box: [_] CALCULATION OF REGISTRATION FEE
===================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3) - ----------------------------------------------------------------------------------------------------- Common Stock......................... 1,955,000 Shares $10.00 $19,550,000 $5,768 =====================================================================================================
(1) Includes 255,000 shares that the Underwriters may purchase from the Registrant to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) promulgated under the Securities Act. (3) The registration fee was paid by the Registrant in connection with the filing of its Registration Statement on Form S-1 with the Securities and Exchange Commission on February 11, 1998. -------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth an itemized statement of all expenses to be incurred in connection with the issuance and distribution of the securities that are the subject of this Registration Statement other than underwriting discounts and commissions. All expenses incurred with respect to the distribution will be paid by the Company, and such amounts, other than the Securities and Exchange Commission registration fee and the NASD filing fee, are estimates only. Securities and Exchange Commission registration fee.............. $ 5,768 NASD filing fee.................................................. 2,455 Nasdaq National Market listing fee............................... 87,000 Printing and engraving expenses.................................. 150,000 Transfer agent and registrar fees................................ 10,000 Legal fees and expenses.......................................... 300,000 Accounting fees and expenses..................................... 200,000 "Blue sky" fees and expenses..................................... 15,000 Directors and Officers Insurance................................. 100,000 Representative's non-accountable expense allowance............... 255,000 Other expenses................................................... 24,777 ---------- Total........................................................ $1,150,000 ==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Articles of Incorporation ("Articles") provide that, pursuant to the California Corporations Code, the liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under California law. This is intended to eliminate the personal liability of a director for monetary damages in an action brought by, or in the right of, the Company for breach of a director's duties to the Company or its shareholders. This provision in the Articles does not eliminate the directors' fiduciary duty and does not apply for certain liabilities: (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 Company 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 Company 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 Company 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 Company or its shareholders; (vi) with respect to certain transactions or the approval of transactions in which a director has a material financial interest; and (vii) expressly imposed by statute for approval of certain improper distributions to shareholders or certain loans or guarantees. This provision also does not limit or eliminate the rights of the Company or any shareholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. Section 317 of the California Corporations Code ("Section 317") provides that a California corporation may 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 action by or in the right of the corporation) by reason of the fact that he 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 corporation or enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful. II-1 Section 317 also provides that a California corporation may 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 suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Section 317 provides further that to the extent a director or officer of a California corporation has been successful in the defense of any action, suit or proceeding referred to in the previous paragraphs or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith; that indemnification authorized by Section 317 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 317. The Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification by the Underwriters of the Company and its officers and directors for certain liabilities arising under the Securities Act or otherwise. The Company believes that it is the position of the Commission that insofar as any of the foregoing provisions may be invoked to disclaim liability for damages arising under the Securities Act, the provision is against public policy as expressed in the Securities Act and is therefore unenforceable. Such limitation of liability also does not affect the availability of equitable remedies such as injunctive relief or rescission. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Except as set forth in this item, no securities of the Registrant have been sold by the Registrant since January 1, 1994 without registration under the Securities Act. In February 1994, the Company sold 900,000 shares of its Series A Preferred Stock for an aggregate purchase price of $4,500,000 to a number of Taiwanese investors and Taiwanese expatriates in the United States. The Company employed the services of a private placement agent to whom it paid a placement fee of 5% in connection with this transaction. In March 1995, the Company's subsidiary, ATG Richland Corporation ("ATG Richland"), sold 860,000 shares of its Series A Redeemable Non-Voting Preferred Stock for an aggregate purchase price of $4,300,000 to a number of Taiwanese investors and Taiwanese expatriates in the United States. The Company employed the services of a private placement agent to whom it paid a placement fee of 5% in connection with this transaction. In June 1996, ATG Richland sold 990,355 shares of its Series B Redeemable Non-Voting Preferred Stock for an aggregate purchase price of $5,942,130 to a number of Taiwanese investors and Taiwanese expatriates in the United States. The Company employed the services of a private placement agent to whom it paid a placement fee of 5% in connection with this transaction. In August 1997, ATG Richland sold 278,936 shares of its Series B Redeemable Non-Voting Preferred Stock for an aggregate purchase price of $1,673,616 to a number of Taiwanese investors and Taiwanese expatriates in the United States. The Company employed the services of a private placement agent to whom it paid a placement fee of 5% in connection with this transaction. Since January 1, 1994, the Company has issued options to purchase a total of 1,000,000 shares of its Common Stock to a total of 45 officers, directors and employees of the Company. The exercise price of the foregoing options granted by the Company ranged from $0.10 to $7.50 per share. II-2 The Company believes that the issuances of preferred stock described above were exempt from the registration requirements of the Securities Act, by virtue of Section 4(2) thereof and/or Regulation S promulgated under the Securities Act ("Regulation S"). The Company believes that the issuances of options described above were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof or because the issuances of such options did not involve the "sale," as such term is defined in Section 2(3) of the Securities Act, of a security. In March 1998, the Company sought and received shareholder approval to amend its Articles of Incorporation and those of ATG Richland to modify the terms of the conversion rights attached to the Preferred Stock authorized to be issued by each such entity. The Company did not pay or give, directly or indirectly, any commission or other remuneration in connection with seeking such approval. The Company believes that any offer and sale of Common Stock deemed to occur in connection with the modification of such rights was exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereof and/or Regulation S. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following exhibits, which are furnished with this Registration Statement, are filed as a part of this Registration Statement:
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 1.1 Form of Underwriting Agreement* 1.2 Form of Representative's Warrants* 3.1 Articles of Incorporation of the Company* 3.2 Bylaws of the Company* 3.3 Certificate of Amendment of Articles of Incorporation* 4.1 Specimen Common Stock Certificate* 5.1 Opinion and Consent of Graham & James LLP* 9.1 Voting Trust Agreement* 10.1 Assumption Agreement, dated September 2, 1992, between the Company, as transferee, Tippett-Richardson, as transferor, and Confederation Life Insurance Company, as lender* 10.2 Deed of Trust (Non-Construction) & Assignment of Rents, dated September 18, 1997, between the Company, as trustor, First Bancorp, as trustee, and Sanwa Bank California, as beneficiary* 10.3 Deed of Trust, dated August 5, 1993, between the Company and ATG Richland, collectively as trustor, Chicago Title Insurance Company, as trustee, and West One Bank, as beneficiary* 10.4 Term Loan Agreement, dated September 18, 1997, between the Company and Sanwa Bank California* 10.5 Letter from the Company to Steve Guerrettaz, dated December 2, 1997, regarding terms of employment* 10.6 Letter from the Company to Fred Feizollahi, dated February 20, 1995, regarding terms of employment* 10.7 Consultant Agreement, dated as of July 1, 1992, between the Company and Edward Vinecour* 10.8 Non-Competition Agreement, dated as of July 1, 1992, between the Company and Edward Vinecour* 10.9 Collective Bargaining Agreement between the Company and the International Union of Operating Engineers No. 280*
II-3
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 10.10 Form of Stock Purchase Agreement* 10.11 Continuing Guaranty, dated as of April 19, 1996, provided by Doreen Chiu in favor of Sanwa Bank* 10.12 Continuing Guaranty, dated as of April 19, 1996, provided by Frank Chiu in favor of Sanwa Bank* 10.13 Continuing Guaranty, dated as of May 20, 1997, provided by Doreen Chiu in favor of Safeco Credit Company, Inc.* 10.14 Continuing Guaranty, dated as of May 20, 1997, provided by Frank Chiu in favor of Safeco Credit Company, Inc.* 10.15 Small Business Administration (SBA) Guaranty, dated August 6, 1993, provided by Doreen Chiu and Frank Chiu in favor of West One Bank* 10.16 Guaranty Agreement, dated September 1, 1994, provided by Doreen Chiu and Frank Chiu in favor of Great Western Leasing* 10.17 Guaranty, dated January 13, 1994, provided by Doreen Chiu and Frank Chiu in favor of The CIT Group/Equipment Financing Inc.* 10.18 Guaranty of Commercial Lease Agreement, dated December 20, 1994, provided by Doreen Chiu and Frank Chiu in favor of California Thrift & Loan* 10.19 Contract No. MGK-SBB-A26602, dated September 5, 1997, awarded to the Company by Waste Management Federal Services of Hanford, Inc.*+ 10.20 Purchase Order No. MW6-SBV-357079, dated November 3, 1995, issued to the Company by Westinghouse Hanford Company*+ 10.21 Contract No. DE-AC06-95RL13129, dated January 4, 1995, among the U.S. Department of Energy, as the procuring agency, the U.S. Small Business Administration, as contractor, and the Company, as subcontractor*+ 10.22 Gasification Vitrification Chamber Purchase and License Agreement, dated August 1997, between the Company and Integrated Environmental Technologies, LLC*+ 10.23 Purchase Agreement between the Company and Integrated Environmental Technologies, LLC*+ 10.24 Technology Transfer Purchase and Royalty Fee Agreement, dated September 30, 1997, between the Company and Regent Star Ltd.*+ 10.25 Technology Transfer and Purchase Agreement, dated June 28, 1997, between the Company and Pacific Trading Company*+ 10.26 Contract No. DACW05-98-C-0001, dated September 24, 1997, awarded to the Company by the U.S. Army Corps of Engineers, Sacramento District*+ 10.27 Contract No. DAKF04-92-D-0007, dated February 8, 1991, among the Fort Irwin Directorate of Contracting, as the procuring agency, the U.S. Small Business Administration, as contractor, and the Company, as subcontractor*+ 10.28 Promissory Note, dated December 31, 1997, provided by the Company to Doreen M. Chiu* 10.29 1998 Stock Ownership Incentive Plan* 10.30 Employee Stock Purchase Plan* 10.31 1998 Non-Employee Directors Stock Option Plan* 10.32 Letter of Credit Agreement, dated March 6, 1998, between the Company and Sanwa Bank California* 10.33 Continuing Guaranty, dated as of March 6, 1998, provided by Doreen M. Chiu in favor of Sanwa Bank California*
II-4
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 10.34 Continuing Guaranty, dated as of March 6, 1998, provided by Frank Y. Chiu in favor of Sanwa Bank California* 10.35 Indemnity Agreement, dated August 12, 1992, made and entered into by Doreen M. Chiu, Frank Y. Chiu, the Company and National Safety Consultants, Inc. in favor of ACTSTAR Insurance Company* 10.36 Continuing Agreement of Indemnity--Contractors' Form, dated March 19, 1998, made and entered into by Doreen M.Chiu, Frank Y. Chiu and the Company for the benefit of Reliance Insurance Company, United Pacific Insurance Company, Reliance National Indemnity Company and Reliance Surety Company* 10.37 Purchase Order, dated February 10, 1996, issued by the Company to ToxGon Corporation*+ 11.1 Statement regarding computation of earnings per share* 16.1 Letter regarding change in certifying accountant* 21.1 List of Subsidiaries of Registrant* 23.1 Consent of Graham & James LLP (included in its opinion filed as Exhibit 5.1 hereto)* 23.2 Consent of Coopers & Lybrand L.L.P. 24.1 Power of Attorney (included in signature page)* 27.1 Financial Data Schedule* 99.1 Consent of Andrew C. Kadak* 99.2 Consent of Earl E. Gjelde* 99.3 Consent of William M. Hewitt* 99.4 Consent of Steven J. Guerrettaz* 99.5 Consent of Yasushi Chikagami*
- --------------------- * Previously filed. + Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for an order granting confidential treatment pursuant to Rule 406 of the General Rules and Regulations under the Securities Act. (b) The following financial statement schedule is included herein:
PAGE ---- Schedule II--Valuation and Qualifying Accounts.......................... S-2
II-5 ITEM 17. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. (b) 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 final adjudication of such issue. (c) The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on May 6, 1998. ATG INC. /s/ Frank Y. Chiu By: _________________________________ Frank Y. Chiu Executive Vice-President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Doreen M. Chiu Chairman, Chief Executive May 6, 1998 ____________________________________ Officer and President Doreen M. Chiu (Principal Executive Officer) /s/ Steven J. Guerrettaz Chief Financial Officer May 6, 1998 ____________________________________ (Principal Financial and Steven J. Guerrettaz Accounting Officer) /s/ Frank Y. Chiu Director May 6, 1998 ____________________________________ Frank Y. Chiu /s/ Edward L. Vinecour Director May 6, 1998 ____________________________________ Edward L. Vinecour
II-7 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 1.1 Form of Underwriting Agreement* 1.2 Form of Representative's Warrants* 3.1 Articles of Incorporation of the Company* 3.2 Bylaws of the Company* 3.3 Certificate of Amendment of Articles of Incorporation* 4.1 Specimen Common Stock Certificate* 5.1 Opinion and Consent of Graham & James LLP* 9.1 Voting Trust Agreement* 10.1 Assumption Agreement, dated September 2, 1992, between the Company, as transferee, Tippett-Richardson, as transferor, and Confederation Life Insurance Company, as lender* 10.2 Deed of Trust (Non-Construction) & Assignment of Rents, dated September 18, 1997, between the Company, as trustor, First Bancorp, as trustee, and Sanwa Bank California, as beneficiary* 10.3 Deed of Trust, dated August 5, 1993, between the Company and ATG Richland, collectively as trustor, Chicago Title Insurance Company, as trustee, and West One Bank, as beneficiary* 10.4 Term Loan Agreement, dated September 18, 1997, between the Company and Sanwa Bank California* 10.5 Letter from the Company to Steve Guerrettaz, dated December 2, 1997, regarding terms of employment* 10.6 Letter from the Company to Fred Feizollahi, dated February 20, 1995, regarding terms of employment* 10.7 Consultant Agreement, dated as of July 1, 1992, between the Company and Edward Vinecour* 10.8 Non-Competition Agreement, dated as of July 1, 1992, between the Company and Edward Vinecour* 10.9 Collective Bargaining Agreement between the Company and the International Union of Operating Engineers No. 280* 10.10 Form of Stock Purchase Agreement* 10.11 Continuing Guaranty, dated as of April 19, 1996, provided by Doreen Chiu in favor of Sanwa Bank* 10.12 Continuing Guaranty, dated as of April 19, 1996, provided by Frank Chiu in favor of Sanwa Bank* 10.13 Continuing Guaranty, dated as of May 20, 1997, provided by Doreen Chiu in favor of Safeco Credit Company, Inc.* 10.14 Continuing Guaranty, dated as of May 20, 1997, provided by Frank Chiu in favor of Safeco Credit Company, Inc.* 10.15 Small Business Administration (SBA) Guaranty, dated August 6, 1993, provided by Doreen Chiu and Frank Chiu in favor of West One Bank* 10.16 Guaranty Agreement, dated September 1, 1994, provided by Doreen Chiu and Frank Chiu in favor of Great Western Leasing* 10.17 Guaranty, dated January 13, 1994, provided by Doreen Chiu and Frank Chiu in favor of The CIT Group/Equipment Financing Inc.* 10.18 Guaranty of Commercial Lease Agreement, dated December 20, 1994, provided by Doreen Chiu and Frank Chiu in favor of California Thrift & Loan* 10.19 Contract No. MGK-SBB-A26602, dated September 5, 1997, awarded to the Company by Waste Management Federal Services of Hanford, Inc.*+
EXHIBIT INDEX--(CONTINUED)
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 10.20 Purchase Order No. MW6-SBV-357079, dated November 3, 1995, issued to the Company by Westinghouse Hanford Company*+ 10.21 Contract No. DE-AC06-95RL13129, dated January 4, 1995, among the U.S. Department of Energy, as the procuring agency, the U.S. Small Business Administration, as contractor, and the Company, as subcontractor*+ 10.22 Gasification Vitrification Chamber Purchase and License Agreement, dated August 1997, between the Company and Integrated Environmental Technologies, LLC*+ 10.23 Purchase Agreement between the Company and Integrated Environmental Technologies, LLC*+ 10.24 Technology Transfer Purchase and Royalty Fee Agreement, dated September 30, 1997, between the Company and Regent Star Ltd.*+ 10.25 Technology Transfer and Purchase Agreement, dated June 28, 1997, between the Company and Pacific Trading Company*+ 10.26 Contract No. DACW05-98-C-0001, dated September 24, 1997, awarded to the Company by the U.S. Army Corps of Engineers, Sacramento District*+ 10.27 Contract No. DAKF04-92-D-0007, dated February 8, 1991, among the Fort Irwin Directorate of Contracting, as the procuring agency, the U.S. Small Business Administration, as contractor, and the Company, as subcontractor*+ 10.28 Promissory Note, dated December 31, 1997, provided by the Company to Doreen M. Chiu* 10.29 1998 Stock Ownership Incentive Plan* 10.30 Employee Stock Purchase Plan* 10.31 1998 Non-Employee Directors Stock Option Plan* 10.32 Letter of Credit Agreement, dated March 6, 1998, between the Company and Sanwa Bank California* 10.33 Continuing Guaranty, dated as of March 6, 1998, provided by Doreen M. Chiu in favor of Sanwa Bank California* 10.34 Continuing Guaranty, dated as of March 6, 1998, provided by Frank Y. Chiu in favor of Sanwa Bank California* 10.35 Indemnity Agreement, dated August 12, 1992, made and entered into by Doreen M. Chiu, Frank Y. Chiu, the Company and National Safety Consultants, Inc. in favor of ACTSTAR Insurance Company* 10.36 Continuing Agreement of Indemnity--Contractors' Form, dated March 19, 1998, made and entered into by Doreen M.Chiu, Frank Y. Chiu and the Company for the benefit of Reliance Insurance Company, United Pacific Insurance Company, Reliance National Indemnity Company and Reliance Surety Company* 10.37 Purchase Order, dated February 10, 1996, issued by the Company to ToxGon Corporation*+ 11.1 Statement regarding computation of earnings per share* 16.1 Letter regarding change in certifying accountant* 21.1 List of Subsidiaries of Registrant* 23.1 Consent of Graham & James LLP (included in its opinion filed as Exhibit 5.1 hereto)* 23.2 Consent of Coopers & Lybrand L.L.P.
EXHIBIT INDEX--(CONTINUED)
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 24.1 Power of Attorney (included in signature page)* 27.1 Financial Data Schedule* 99.1 Consent of Andrew C. Kadak* 99.2 Consent of Earl E. Gjelde* 99.3 Consent of William M. Hewitt* 99.4 Consent of Steven J. Guerrettaz* 99.5 Consent of Yasushi Chikagami*
- --------------------- * Previously filed. + Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for an order granting confidential treatment pursuant to Rule 406 of the General Rules and Regulations under the Securities Act. EX-23.2 2 CONSENT OF COOPERS & LYBRAND Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in Amendment No. 3 to the Registration Statement on Form S-1 of our report, dated January 31, 1998 (except for Note 16 as to which the date is April 14, 1998) on our audits of the consolidated financial statements of ATG Inc. and subsidiary. We also consent to the references to our firm under the captions "Experts" and "Selected Consolidated Financial Data." Coopers & Lybrand L.L.P. San Jose, California May 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----