-----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, HChaBNNLNci3H6PLVFB39IzLF4MJDT1E12L8bLgvCgYvG02uSHGBLz7etH/3N35m P5kEVXoIX1SguICje6o+Dg== 0000950129-99-005487.txt : 19991221 0000950129-99-005487.hdr.sgml : 19991221 ACCESSION NUMBER: 0000950129-99-005487 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991220 EFFECTIVENESS DATE: 19991220 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: SEC FILE NUMBER: 333-93105 FILM NUMBER: 99777593 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 AMERICAN ECOLOGY CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1999. 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED 1992 EMPLOYEE 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, $0.01 500,000 $1.50 $750,000.00 $198.00 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 December 17, 1999, with respect to 500,000 additional shares of Common Stock available for issuance under the stock option plan identified above. This Registration Statement covers 500,000 additional shares of American Ecology Corporation (the "Company") common stock which may be issued to its employees as allowed in the American Ecology 2 Corporation Amended and Restated 1992 Employee Stock Option Plan ("Plan"). Previously, the Company registered 600,000 shares December 16, 1992 and 200,000 shares July 21, 1994 for issuance as allowed in the Plan. These previous registrations (Nos. 33 - 55762 and 33 - 81814) are hereby incorporated by reference pursuant to General Instruction E to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit No. Exhibit 5 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. *99.1 American Ecology Corporation Amended and Restated 1992 Employee Stock Option Plan (incorporated by reference as Exhibit A of the Company's Proxy Statement dated April 13, 1999) - ----------- * Incorporated by reference. 2 3 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 17th day of December, 1999. 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 December 17, 1999 - ------------------------------------ Chief Executive Officer and President Jack K. Lemley /s/ James R. Baumgardner Senior Vice President and December 17, 1999 - ------------------------------------ Chief Financial Officer James R. Baumgardner /s/ Rotchford L. Barker Director December 17, 1999 - ------------------------------------ Rotchford L. Barker /s/ Paul C. Bergson Director December 17, 1999 - ------------------------------------ Paul C. Bergson /s/ Keith D. Bronstein Director December 17, 1999 - ------------------------------------ Keith D. Bronstein /s/ Patricia M. Eckert Director December 17, 1999 - ------------------------------------ Patricia M. Eckert /s/ Edward F. Heil Director December 17, 1999 - ------------------------------------ Edward F. Heil /s/ Paul F. Schutt Director December 17, 1999 - ------------------------------------ Paul F. Schutt /s/ John J. Scoville Director December 17, 1999 - ------------------------------------ John J. Scoville
3 4 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 5 Opinion and consent of Robert M. Trimble, Secretary and General Counsel of the Company, regarding stock 23.1 Consent of Balukoff Lindstrom & Company, P.A. *99.1 American Ecology Corporation Amended and Restated 1992 Employee Stock Option Plan (incorporated by reference as Exhibit A of the Company's Proxy Statement dated April 13, 1999)
- -------------------- * Incorporated by reference. EX-5 2 OPINION AND CONSENT OF ROBERT M. TRIMBLE 1 EXHIBIT 5 December 17, 1999 American Ecology Corporation 805 West Idaho, Suite 200 Boise, Idaho 83702 Gentlemen: I am Secretary and General Counsel of 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 employees of the Company of an additional 500,000 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 Employee Stock Option Plan (the "Plan") or as provided in the Plan. Such 500,000 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 nonassessable. 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/jng EX-23.1 3 CONSENT OF BALUKOFF LINDSTROM & COMPANY, P.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 December 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----