-----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, DUmgF+ArHbJDb/+c3+wThn2LDD95Ld3mOZLSXS97euOhxUOtX3qD6yyXNHdaJslf B+ktYh61tdWW3qzjlu/p4w== 0000950123-98-005785.txt : 19980610 0000950123-98-005785.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950123-98-005785 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980609 EFFECTIVENESS DATE: 19980609 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTI INC CENTRAL INDEX KEY: 0000931581 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 222665282 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56433 FILM NUMBER: 98644917 BUSINESS ADDRESS: STREET 1: 7000 BLVD E CITY: GUTTENBERG STATE: NJ ZIP: 07093 BUSINESS PHONE: 2018547777 MAIL ADDRESS: STREET 1: 7000 BOULEVARD EAST CITY: GUTTENBERG STATE: NJ ZIP: 07093 S-8 1 KTI, INC. 1 As filed with the Securities and Exchange Commission on June 9, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KTI, INC. (Exact Name of Issuer as Specified in its Charter) NEW JERSEY 22-2665282 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7000 BOULEVARD EAST GUTTENBERG, NEW JERSEY 07093 (Address of Principal Executive Offices, Zip Code) KTI, INC. DIRECTORS' STOCK OPTION PLAN (Full Title Of The Plan) ROBERT E. WETZEL, ESQ. TELEPHONE NUMBER, KTI, INC. INCLUDING AREA CODE, C/O 7000 BOULEVARD EAST OF AGENT FOR SERVICE: GUTTENBERG, NEW JERSEY 07093 (201) 854-7777 (Name and Address of Agent for Service) CALCULATION OF REGISTRATION FEE
============================================================================================= Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price Fee - --------------------------------------------------------------------------------------------- Common Stock, no par value 100,000 $21.94 $2,193,750 $647.16 Shares =============================================================================================
(1) An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become operative. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the NASDAQ National Market on June 3, 1998. 2 The contents of the Registration Statement on Form S-8 (Registration No. 33-80505) filed by KTI, Inc. (the "Company") with the Securities and Exchange Commission on December 14, 1995 to register common stock to be issued pursuant to the KTI, Inc. Directors' Stock Option Plan (the "Plan") are hereby incorporated herein by reference. This Registration Statement is being filed to increase the number of shares registered pursuant to the Plan by 100,000 shares. 1 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 Guttenberg, State of New Jersey, on the dates indicated. KTI, INC. By: /s/ Ross Pirasteh ------------------------ Ross Pirasteh Chairman of the Board Date: May 28, 1998 By: /s/ Martin J. Sergi ------------------------ Martin J. Sergi President Date: May 27, 1998 POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes Ross Pirasteh and Martin J. Sergi, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent in his or her name, place and stead, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file any and all post-effective amendments. Pursuant to the requirements of the Security Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. SIGNATURE TITLE DATED - --------- ----- ----- /s/ Ross Pirasteh Chairman of the Board of May 28, 1998 - ----------------------- Directors (Principal Executive Ross Pirasteh Officer) /s/ Martin J. Sergi Vice Chairman of the Board of May 27, 1998 - ----------------------- Directors, President and Martin J. Sergi Chief Financial Officer (Chief Financial and Accounting Officer and Principal Executive Officer) Director - ----------------------- Dibo Attar II-2 4 /s/ Kenneth Choi Director May 27, 1998 - ----------------------- Kenneth (Kook Joo) Choi /s/ Paul Kleinaitis Director May 27, 1998 - ----------------------- Paul Kleinaitis /s/ Jack Polak Director May 28, 1998 - ----------------------- Jack Polak Director - ----------------------- Wilbur L. Ross II-3 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 4.1 Certificate of Amendment to Registrant's Restated Certificate of Incorporation, filed May 14, 1997 (incorporated by reference to Exhibit 4.2 to Registrant's Registration Statement on Form S-3, No. 333-28067, filed with the Commission on May 30, 1997). 4.2 Certificate of Amendment to Registrant's Restated Certificate of Incorporation, filed June 2, 1997 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K, dated June 4, 1997). 4.3 Certificate of Amendment to Registrant's Restated Certificate of Incorporation, filed August 8, 1997 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K, dated August 15, 1997). 4.4 Certificate of Correction to Certificate of Amendment to Registrant's Restated Certificate of Incorporation, filed October 31, 1997 (incorporated by reference to Exhibit 4.4 to Registrant's Registration Statement on Form S-3, No. 333- 44507, filed with the Commission on February 11, 1998). 4.5 Certificate of Amendment to Registrant's Restated Certificate of Incorporation, filed May 20, 1998 (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8 with respect to the Registrant's 1994 Long-Term Incentive Award Plan filed with the Commission on June 9, 1998). 4.6 The Company's By-Laws (incorporated herein by reference to an Exhibit to the Company's Form 10-K for the year ended December 31, 1996). 5.1 Opinion (including consent) of McDermott, Will & Emery as to the legality of the securities being offered. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page). II-4 EX-5.1 2 OPINION AND CONSENT OF MCDERMOTT, WILL & EMERY 1 Exhibit 5.1 June 9, 1998 KTI, Inc. c/o 7000 Boulevard East Guttenberg, New Jersey 07093 Re: 100,000 Shares of Common Stock, No Par Value (the "Common Stock") to be issued pursuant to the KTI, Inc. Directors' Stock Option Plan, as amended (the "Plan") Dear Ladies and Gentlemen: We have acted as counsel for KTI, Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 100,000 shares of Common Stock to be issued pursuant to the Plan. In arriving at the opinions expressed below we have examined the Registration Statement, the Plan, and such other documents as we have deemed necessary to enable us to express the opinions hereinafter set forth. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Common Stock, when sold and issued in accordance with the terms of the Plan and the Registration Statement, will be duly authorized, legally issued, fully paid and non-assessable. 2 KTI, Inc. June 9, 1998 Page 2 We hereby consent to all references to our firm in the Registration Statement and to the filing of this opinion by the Company as an exhibit to the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the KTI, Inc. Directors' Stock Option Plan of our reports dated March 6, 1998 (except for Note 18 as to which the date is March 23, 1998) and February 7, 1997 with respect to the consolidated financial statements and schedule of KTI, Inc. and the financial statements of Penobscot Energy Recovery Company, Limited Partnership (a Maine limited partnership), respectively, included in the Annual Report (Form 10-K) of KTI, Inc. for the year ended December 31, 1997, and of our report dated January 16, 1998 with respect to the consolidated financial statements of Prins Recycling Corp. (debtor-in-possession) included in the Current Report (Form 8-K, dated November 14, 1997, as amended by Form 8-K/A) of KTI, Inc., as filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Hackensack, New Jersey June 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----