-----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, MZXFJAuYKjXt7T0BV598qI/w47xwazdTn87Lwl2g8lGW2gWd0TcLdJCwgqVsWFVg hTsMNESbCvmqAdls9+LXfQ== 0000950129-01-502850.txt : 20010903 0000950129-01-502850.hdr.sgml : 20010903 ACCESSION NUMBER: 0000950129-01-502850 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010831 EFFECTIVENESS DATE: 20010831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECOLOGY CORP CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68868 FILM NUMBER: 1729820 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOISE STATE: ID ZIP: 83702 S-8 1 h90435s-8.txt AMERICAN ECOLOGY CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001. Registration No. 333- _______ - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN ECOLOGY CORPORATION (Exact name of registrant as specified in the charter) DELAWARE 95-3889638 - -------------------------------- ---------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED 1992 DIRECTOR'S STOCK OPTION PLAN (Full title of the plan) L. Gary Davis AMERICAN ECOLOGY CORPORATION 805 West Idaho, Suite 200 Boise, Idaho 83702-1779 (Name and address of agent for service) (208) 331-8400 (Telephone number including area code, of agent for service) CALCULATION OF REGISTRATION FEE
======================= ===================== ==================== ===================== ==================== TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE (2) PRICE (2) - ----------------------- --------------------- -------------------- --------------------- -------------------- Common stock, $0.01 350,000 $2.35 $822,500.00 $205.63 per share par value ("Common Stock") ======================= ===================== ==================== ===================== ====================
(1) Represents the additional number of shares of Common Stock which could be purchased pursuant to the above stock option plan, as amended. (2) Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c) and (h) based on the market price on June 27, 2001, with respect to 350,000 additional shares of Common Stock available for issuance under the stock option plan identified above. 1 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PRSPECTUS THE DOCUMENTS CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION REQUIRED BY ITEM 1 OF THIS FORM AND THE STATEMENT OF AVAILABILITY OF REGISTRANT INFORMATION AND OTHER INFORMATION REQUIRED BY ITEM 2 OF THIS FORM WILL BE SENT OR GIVEN TO PARTICIPANTS AS SPECIFIED BY RULE 428. IN ACCORDANCE WITH RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUS OR PROSPECTUS SUPPLEMENTS PURSUANT TO RULE 424. THE REGISTRANT SHALL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OR COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE. This Registration Statement registers 350,000 additional shares of American Ecology Corporation (the "Company") common stock, which may be issued to its directors as allowed in the American Ecology Corporation Amended and Restated 1992 Director's Stock Option Plan ("Plan"). Previously, the Company registered 300,000 shares December 30, 1998, 200,000 shares July 21, 1994 and 150, 000 shares December 16, 1992 for issuance as allowed in the Plan. The previous registration dated December 30, 1998 was number 333-69863, July 21, 1994 registration 33-81814, and December 16, 1992 registration 33-55762 are hereby incorporated by reference pursuant to General Instruction E to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. American Ecology Corporation Amended and Restated 1992 Director's Stock Option Plan, Exhibit A and the Company's Amended Articles of Incorporation, Exhibit B both as exhibits to the Definitive Proxy Statement filed March 27, 2001. The Annual Report on Form 10-K for the year ended December 31, 2000 and the Quarterly Report on Form 10-Q dated March 31, 2001. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Seven of the Company's Restated Certificate of Incorporation, as amended, provides that the Company shall indemnify its directors and officers to the fullest extent authorized by the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. 2 3 Not applicable. ITEM 8. EXHIBITS. Exhibit No. Exhibit - ------------------------------------------------------------------------------- 5.1 . . . . . . . . . Opinion and consent of Robert M. Trimble, Secretary and General Counsel of the Company, regarding stock 23.1 . . . . . . . . Consent of Balukoff Lindstrom & Company, N.A. ---------------------------------------- 3 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 Boise, State of Idaho, on this 31st day of August 2001. AMERICAN ECOLOGY CORPORATION By: /s/ Jack K. Lemley ------------------------------ Jack K. Lemley Chairman and Chief Executive 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. /s/ Jack K. Lemley Chairman of the Board August 31, 2001 - ---------------------------- Chief Executive Officer Jack K. Lemley and President /s/ Rotchford L. Barker Director August 31, 2001 - ---------------------------- Rotchford L. Barker /s/ Paul C. Bergson Director August 31, 2001 - ---------------------------- Paul C. Bergson /s/ Keith D. Bronstein Director August 31, 2001 - ---------------------------- Keith D. Bronstein /s/ Edward F. Heil Director August 31, 2001 - ---------------------------- Edward F. Heil /s/ Dan Rostenkowski Director and Employee August 31, 2001 - ---------------------------- Dan Rostenkowski /s/ Paul F. Schutt Director August 31, 2001 - ---------------------------- Paul F. Schutt 4 5 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 5.1........................... Opinion and consent of Robert M. Trimble, Secretary and General Counsel of the Company, regarding stock. 23.1.......................... Consent of Balukoff Lindstrom & Company, N.A. 5 EX-5.1 3 h90435ex5-1.txt OPINION & CONSENT OF ROBERT M TRIMBLE 1 EXHIBIT 5.1 July 31, 2001 American Ecology Corporation 805 West Idaho, Suite 200 Boise, Idaho 83702 Ladies and Gentlemen: I have acted as Secretary and General Counsel to American Ecology Corporation, a Delaware corporation (the "Company"), and am rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the offering and sale to director's of the Company an additional 350,000 shares of the Company's common stock, $.01 per share par value (the "Common Stock"), which may be issued upon either the exercise of options which may be granted under the Company's Amended and Restated 1992 Director's Stock Option Plan (the "Plan") or as provided in the Plan. Such 350,000 shares of Common Stock are collectively referred to herein as the "Additional Shares". In such capacity, I have examined the corporate documents of the Company, including its Restated Certificate of Incorporation, its Bylaws, each amended to date, the Plan and resolutions adopted by the Company's board of directors and stockholders. I have also examined the Registration Statement, together with the exhibits thereto, and such other documents which I have deemed necessary for the purposes of expressing the opinion contained herein. Based upon the foregoing, I am of the opinion that, when Additional Shares have been duly issued in accordance with the applicable terms and conditions of the Plan, the Common Stock so issued will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very Truly Yours, Robert M. Trimble General Counsel RMT/ajr 6 EX-23.1 4 h90435ex23-1.txt CONSENT OF BALUKOFF LINDSTROM & COMPANY N A 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC AUDITORS To American Ecology Corporation: As independent public accountants, we hereby consent to the use of our reports and to all references to our firm included in or made a part of this registration statement. /s/ BALUKOFF, LINDSTROM & CO. P.A. Balukoff, Lindstrom & Co., P.A. Boise, Idaho July 31, 2001 7 -----END PRIVACY-ENHANCED MESSAGE-----