-----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, I2FMhbvJs8d2quYJRJN+i5CXZ49yaN08+48Dtbmvon4nFwkgco234fkmKLOgJPzp CtLYJn/qonrRQ/RZC4JTCA== 0001012870-98-001195.txt : 19980508 0001012870-98-001195.hdr.sgml : 19980508 ACCESSION NUMBER: 0001012870-98-001195 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-46107 FILED AS OF DATE: 19980507 EFFECTIVENESS DATE: 19980507 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-1MEF SEC ACT: SEC FILE NUMBER: 333-52009 FILM NUMBER: 98612113 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-1MEF 1 FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- 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: [X] 333-46107 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)(2) PER SHARE(3) OFFERING PRICE(3) FEE(3) - ----------------------------------------------------------------------------------------------------- Common Stock......................... 230,000 Shares $8.50 $1,955,000 $577 =====================================================================================================
(1) This Registration Statement is being filed solely to register additional securities to those covered by the Registration Statement on Form S-1 (Registration No. 333-46107) declared effective by the Securities and Exchange Commission on May 6, 1998. (2) Includes 30,000 shares that the Underwriters may purchase from the Registrant to cover over-allotments, if any. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE Incorporation by Reference of Registration Statement on Form S-1 (Registration No. 333-46107) ATG Inc. hereby incorporates by reference into this Registration Statement on Form S-1 the contents of the Registration Statement on Form S-1 (Registration No. 333-46107) declared effective on May 6, 1998 by the Securities and Exchange Commission, including certain of the documents filed as exhibits to that Registration Statement as indicated herein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on May 7, 1998. ATG INC. /s/ Steven J. Guerrettaz By: _________________________________ Steven J. Guerrettaz Chief Financial 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 dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman, Chief Executive May 7, 1998 ____________________________________ Officer and President Doreen M. Chiu (Principal Executive Officer) /s/ Steven J. Guerrettaz Chief Financial Officer May 7, 1998 ____________________________________ (Principal Financial and Steven J. Guerrettaz Accounting Officer) * Director May 7, 1998 ____________________________________ Frank Y. Chiu * Director May 7, 1998 ____________________________________ Edward L. Vinecour
/s/ Steven J. Guerrettaz *By: _____________________________________ Steven J. Guerrettaz Attorney-in-Fact II-1 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* 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.*
II-2
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 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* 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.
II-3
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*
- --------------------- * Incorporated by reference to Registration Statement on Form S-1 (Registration No. 333-46107). + 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. II-4 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*
- --------------------- * Incorporated by reference to Registration Statement on Form S-1 (Registration No. 333-46107). + 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-5.1 2 OPINION AND CONSENT OF GRAHAM & JAMES LLP EXHIBIT 5.1 [LETTERHEAD OF GRAHAM & JAMES LLP] May 7, 1998 ATG Inc. 47375 Fremont Boulevard Fremont, California 94538 Ladies and Gentlemen: We have acted as counsel for ATG Inc., a California corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-1, Registration No. 333-46107 (the "Registration Statement"), and a related new registration statement (the "New Registration Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission relating to the public offering by the Company of 1,900,000 shares of its Common Stock, no par value per share, plus an additional 285,000 shares of such Common Stock to cover over-allotments, if any (collectively, the "Shares"). In connection with the opinions expressed herein, we have examined the following documents: (i) the Registration Statement (including exhibits thereto), as amended through the date hereof; (ii) the New Registration Statement (including exhibits thereto); (iii) the Articles of Incorporation of the Company, as amended; (iv) the Bylaws of the Company, as amended; (v) the minute books of the Company; (vi) the form of Underwriting Agreement to be executed and delivered by the Company and Van Kasper & Company (the "Underwriting Agreement"); (vii) the form of Common Stock certificate of the Company; and (viii) such other documents as we have deemed necessary or appropriate. In our examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such documents. Based upon our examination of the foregoing documents, and expressly subject to the assumptions set forth above, it is our opinion that, when issued and paid for upon the effectiveness of the Registration Statement and the New Registration Statement and in accordance with the terms of the Underwriting Agreement and the final Prospectus contained in the Registration Statement, the Shares will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the New Registration Statement and to the reference to Graham & James LLP under the caption "Legal Matters" in the Prospectus incorporated by reference into the New Registration Statement. Very truly yours, /s/ Graham & James LLP ------------------------------------- GRAHAM & JAMES LLP EX-23.2 3 CONSENT OF COOPERS & LYBRAND LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference into this 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, which report is contained in the Registration Statement on Form S-1 (Registration No. 333-46107). We also consent to the references to our firm under the captions "Experts" and "Selected Consolidated Financial Data" in the Prospectus included in the Registration Statement (Registration No. 333-46107), which Prospectus is incorporated by reference into this Registration Statement. Coopers & Lybrand L.L.P. San Jose, California May 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----