SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 1998
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COMPOST AMERICA HOLDING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-27832 22-2603175
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
320 Grand Avenue Englewood, New Jersey 07631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 541-9393
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N/A
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(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
40 West 57th Street
33rd Floor
New York, New York 10019
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Item 5. Other Events
On June 15, 1998, the Company's Board of Directors approved amendments to the
Certificates of Designations of Rights and Preferences of its Series A
Exchangeable Redeemable Preferred Stock (Exhibit 4.1) and its Series D
Exchangeable Redeemable Preferred Stock (Exhibit 4.2).
Item 6. Resignations of Registrant's Directors
On June 15, 1998 the Company's Board of Directors accepted the resignation of
Robert E. Wortmann as a Director and Secretary of the Company and its
subsidiaries. Mr. Wortmann's letter of resignation (Exhibit 17.1) contains the
statement "Due to the manner in which the business is being conducted...". The
Company cannot tell whether or not this statement constitutes a "disagreement
with the company on any matter relating to the company's operations, policies or
practices", and Mr. Wortmann has declined to elaborate further on the statement
contained in his letter. The Company believes that its operations, policies and
practices conform to all regulatory requirements and are conducted in the best
interests of its shareholders.
On June 15, 1998 the Company's Board of Directors appointed Pasquale Dileo as
Assistant Secretary of the Company and its subsidiaries. The position of
Secretary remains vacant at this time.
Item 7. Financial Statements and Exhibits
(a) and (b) - none
(c) Exhibits
4.1 - Amendment to Series A Preferred Stock Designation of Rights
4.2 - Amendment to Series D Preferred Stock Designation of Rights
17.1 - Letter of Resignation of Robert E. Wortmann
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 19, 1998
COMPOST AMERICA HOLDING COMPANY, INC.
(Registrant)
By /s/ Roger E. Tuttle
-------------------------------------
Roger E. Tuttle, President
(Principal Executive Officer)
FEDERAL EMPLOYER IDENTIFICATION NO. 22-2603175
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
COMPOST AMERICA HOLDING COMPANY, INC.
Pursuant to the provision of Section 14A:7-2, of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to Certificate of Incorporation:
1. The name of the corporation is:
Compost America Holding Company, Inc.
2. The following amendment to the Certificate of
Incorporation was approved by the directors of the
corporation on the 15th day of June, 1998:
The Certificate of Amendment to the Certificate of Incorporation of
Compost America Holding Company, Inc. relating to the Certificate of
Designations of Rights and Preferences of Series A Exchangeable Redeemable
Preferred Stock, filed on November 6, 1997 and amended on December 12, 1997 (and
so amended, the "Series A Certificate"), is hereby further amended as follows:
A. Paragraph 2(a) of the Certificate of Designations of Rights
and Preferences of Series A Exchangeable Redeemable Preferred Stock
(the "Series A Designation"), attached as Exhibit "A" to the Series
A Certificate, shall be amended by adding the words "per annum"
after "8%" and before "return" in the proviso of the second
sentence.
B. Paragraph 9(a) of the Series A Designation shall be amended
to read in full as follows:
(a) Notwithstanding any other provision of this
Certificate of Designations, if at any time when shares of all
or part of both Series A Preferred Stock and Series C
Preferred Stock remain issued and outstanding, the Company
shall be in default in the observance of any covenant or in
the making of any payment when due, whether of principal,
interest, premium, or otherwise, with respect to any secured
or unsecured debt (contingent or otherwise) for an obligation
in excess of $100,000, then, at their option, the holders of
Series A Preferred Stock shall have the right to exchange all
of their shares of Series A Preferred Stock for all
<PAGE>
shares of common stock ("Longo Common Stock") of R.J. Longo
Construction Co., Inc., a New Jersey corporation ("Longo"),
outstanding at such time. In addition, and whether or not the
Company shall be in default as aforesaid at the time, at their
option, the holders of Series A Preferred Stock shall have the
same right as aforesaid, on the same basis and at the same
exchange rate, to exchange shares of Series A Preferred Stock
for Longo Common Stock during the period from November 1, 1999
through October 31, 2000, but only if all or part of the
Series C Preferred Stock is then outstanding; provided
however, that as conditions of the exercise of the foregoing
rights to exchange Series A Preferred Stock (the "EPIC
Option"), (i) all holders of the Company's Series C Preferred
Stock shall tender such Series C Preferred Stock to the
Company and (ii) there shall be tendered to the Company all
shares of the Company's Common Stock held by Longo and by
Wasteco Ventures Limited on the date of initial issuance of
the Series A Preferred Stock, being 14,937,791 shares of the
Company's Common Stock plus 783,842 shares subsequently issued
for anti-dilution purposes. The Longo Common Stock is
currently limited to 200 shares with no rights and no other
Longo Common Stock will be issued prior to the exercise of the
foregoing option. Notwithstanding any other provision of this
Section 9, the EPIC Option shall be extinguished, void and of
no further effect upon payment in full of the Series C
Preferred Stock.
The Series A Certificate is hereby further amended as follows:
A. A new paragraph 5 is added to the Series A Certificate as
follows:
"Pursuant to the provisions of Section 14A:7-2(2) of the New
Jersey Business Corporation Act, the undersigned corporation
executes the following Certificate of Amendment to the
Certificate of Corporation relating to a Certificate of
Designations of Rights and Preferences of Series A
Exchangeable Redeemable Preferred Stock filed on November 6,
1997, as amended December 12, 1997."
B. A new paragraph 6 is added to the Series A Certificate
immediately following paragraph 5 and preceding the resolution, as
follows:
The Certificate of Incorporation is further amended so that
the relative rights, preferences and limitations of each class
and series acted upon in the resolution are as stated in the
resolution.
<PAGE>
C. A new paragraph 7 is added to the Series A Certificate
immediately after new paragraph 6 and preceding the resolution as
follows:
The resolution referred to in Paragraph 6 is the resolution of
the Board setting forth its actions and stating the relative
rights, preferences and limitations of the shares of Series A
Exchangeable Redeemable Preferred Stock thereby created and is
set forth below.
This Certificate of incorporation is amended so that the relative
rights, preferences and limitations of each class and series acted upon in
the resolution are as stated in the resolution,
The resolution referred to in the immediately preceding paragraph
was adopted by the Board of Directors on June 15, 1998, and is the resolution of
the Board setting forth the actions and stating the relative rights, preferences
and limitations of the shares of Series A Preferred Stock and is set forth
below:
RESOLVED, that the Certificate of Amendment and the
Certificate of Designations of Rights and Preferences of Series A
Exchangeable Redeemable Preferred Stock filed on November 6, 1997,
as amended December 12, 1997, is confirmed in all respects and is
incorporated herein by reference, subject however, to the further
amendments set forth in the Certificate of Amendment dated June 15,
1998, and the Board authorizes the filing with the Secretary of
State of the State of New Jersey of such Certificate of Amendment.
Dated this 15th day of June, 1998
COMPOST AMERICA HOLDING COMPANY, INC.
BY:
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Roger E. Tuttle, President
FEDERAL EMPLOYER IDENTIFICATION NO. 22-2603175
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
COMPOST AMERICA HOLDING COMPANY, INC.
Pursuant to the provision of Section 14A:7-2, of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to Certificate of Incorporation:
1. The name of the corporation is:
Compost America Holding Company, Inc.
2. The following amendment to the Certificate of
Incorporation was approved by the directors of the
corporation on the 15th day of June, 1998:
The Certificate of Amendment to the Certificate of Incorporation of
Compost America Holding Company, Inc. relating to the Certificate of
Designations of Rights and Preferences of Series D Exchangeable Redeemable
Preferred Stock, filed on April 27, 1998 (the "Series D Certificate"), is hereby
amended so that Paragraph 9(a) of the Certificate of Designations of Rights and
Preferences of Series D Exchangeable Redeemable Preferred Stock (the "Series D
Designation"), attached as Exhibit "A" to the Series D Certificate, shall read
in full as follows:
(a) Notwithstanding any other provision of this Certificate of
Designations, if at any time when shares of all or part of both
Series D Preferred Stock and Series C Preferred Stock remain issued
and outstanding, the Company shall be in default in the observance
of any covenant or in the making of any payment when due, whether of
principal, interest, premium, or otherwise, with respect to any
secured or unsecured debt (contingent or otherwise) for an
obligation in excess of $100,000, then, at their option, the holders
of Series D Preferred Stock but if and only if the holders of the
Series C Preferred Stock and the holders of the Series A Preferred
Stock have exercised their option to exchange the Series C Preferred
Stock and the Series A Preferred Stock for common stock of R.J.
Longo Construction Co., Inc. d/b/a EPIC and now a wholly-owned
subsidiary of the Company (the "EPIC Option"), then the holders of
the Series D Preferred Stock shall have the right to exchange all of
their shares of Series D Preferred Stock for all or a portion of the
ownership interests of, and rights to, American Marine Rail, L.L.C.
("AMR Ownership Interests"), a New Jersey limited liability company
("AMR") owned or beneficially held by the
<PAGE>
Company at such time. In addition, and whether or not the Company
shall be in default as aforesaid at the time, at their option, but
only if and to the extent shares of all or part of both Series D
Preferred Stock and Series C Preferred Stock remain outstanding and
the holders of the Series C Preferred Stock and the holders of the
Series A Preferred Stock have exercised the EPIC Option, the holders
of Series D Preferred Stock shall have the same right as aforesaid,
on the same basis and at the same exchange rate, to exchange shares
of Series D Preferred Stock for AMR Ownership Interests during the
period from November 1, 1999 through October 31, 2000; provided,
however, that as a condition of the exercise of any of the foregoing
rights to exchange Series D Preferred Stock, there shall be tendered
to the Company by the holder of record of the Series D Preferred
Stock (i) if the holder of record of the Series D Preferred Stock is
acquiring only the AMR Ownership Interests originally received by
the Company front Andersen, Weinroth & Co., L.P. simultaneously with
the issuance of the Series D Preferred Stock, all of the shares of
the Company's Common Stock held by AW Compost Partners, LLC as of
the date of issuance of the Series D Preferred Stock, being
1,627,980 shares of Common Stock, plus (ii) if the holder of record
of the Series D Preferred Stock desires to acquire any AMR Ownership
Interests which were not originally received by the Company from
Andersen, Weinroth & Co., L.P. simultaneously with the issuance of
the Series D Preferred Stock, then in addition to the shares
described in (i) above, an amount equal to the original price paid
by the Company for such additional AMR Ownership Interests.
The Series D Certificate is hereby further amended as follows:
A. A new paragraph 4 is added to the Series D Certificate as
follows:
Pursuant to the provisions of Section 14A:7-2(2) of the New
Jersey Business Corporation Act, the undersigned corporation
executes the following Certificate of Amendment to the
Certificate of Corporation relating to a Certificate of
Designations of Rights and Preferences of Series D
Exchangeable Redeemable Preferred Stock filed on April 27,
1998."
B. A new paragraph 5 is added to the Series D Certificate
immediately following paragraph 4 and preceding the resolution, as
follows:
The Certificate of Incorporation is further amended so that
the relative rights, preferences and limitations of each class
and series acted upon in the resolution are as stated in the
resolution.
<PAGE>
C. A new paragraph 6 is added to the Series D Certificate
immediately after new paragraph 5 and preceding the resolution as
follows:
The resolution referred to in Paragraph 5 is the resolution of
the Board setting forth its actions and stating the relative
rights, preferences and limitations of the shares of Series D
Exchangeable Redeemable Preferred Stock thereby created and is
set forth below.
This Certificate of Incorporation is amended so that the relative
rights, preferences and limitations of each class and series acted upon in
the resolution, are as stated in the resolution.
The resolution referred to in the immediately preceding paragraph
was adopted by the Board of Directors on June 15, 1998, and is the resolution of
the Board setting forth the actions and stating the relative rights, preferences
and limitations of the shares of Series D Preferred Stock and is set forth
below:
RESOLVED, that the Certificate of Amendment and the
Certificate of Designations of Rights and Preferences of Series D
Exchangeable Redeemable Preferred Stock filed on April 27, 1998 is
confirmed in all respects and is incorporated herein by reference,
subject, however, to the amendments set forth in the Certificate of
Amendment dated June 15, 1998, and the Board authorizes the filing
with the Secretary of State of the State of New Jersey of such
Certificate of Amendment.
Dated this 15th day of June, 1998
COMPOST AMERICA HOLDING COMPANY, INC.
BY:
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Roger E. Tuttle, President
[LETTERHEAD OF VRH CONSTRUCTION CORP.]
May 22, 1998
Mr. Roger Tuttle, President
Compost American Holding Co., Inc.
320 Grand Avenue
Englewood, NJ 07631
Due to the manner in which the business is being conducted, I Robert E. Wortmann
hereby resign as Secretary and Director of Compost America Holding Company, Inc.
and all of its holding companies effective May 22, 1998.
Very truly yours,
VRH CONSTRUCTION CORP.
/s/ Robert E. Wortmann
Robert E. Wortmann
Secretary/Treasurer
REW:kd
cc: Robert J. Longo
Charles R. Carson
John T. Shea
Peter Petrillo
Christopher R. Smith
G. Chris Andersen
Pasquale J. DiLeo
File
