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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 2000
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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)
One Gateway Center, 25th floor Newark, New Jersey 07102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 297-5400
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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 2. Acquisition or Disposition of Assets
As reported in its Form 8-K/A filed June 20, 2000, on June 15, 2000
Compost America Holding Company, Inc. (the "Company") sold, pursuant to a Stock
Purchase Agreement entered into on March 31, 2000, to Synagro Technologies,
Inc., a Delaware corporation located at 1800 Bering Drive, Suite 1000, Houston,
Texas 77057, all of the shares of the Company's wholly-owned subsidiary,
Environmental Protection & Improvement Company, Inc., a New Jersey corporation,
for a purchase price of approximately $37.5 million plus an earnout and other
adjustments which could total an additional several million dollars (see Form
8-K dated March 31, 2000 regarding the execution of the Stock Purchase
Agreement). Included in this filing is the pro forma financial information
required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
(b) Unaudited Consolidated Pro Forma Financial Information
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this second amendment to this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: August 10, 2000
COMPOST AMERICA HOLDING COMPANY, INC.
(Registrant)
By /s/ Richard L. Franks
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Richard L. Franks, Vice-President,
General Counsel, Secretary
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated balance sheet (the
"Pro Forma Balance Sheet") are based on the historical financial statements of
Compost America Holding Company, Inc.and Subsidiaries (the "Compost"). The
Unaudited Pro Forma Condensed Balance Sheet gives effect to disposition of its
wholly owned subsidiary Environmental Protection & Improvement Company, Inc.
("EPIC") as if it had occurred as of April 30, 2000. The disposition and related
adjustments are described in the accompanying notes. The pro forma adjustments
are based upon available information and certain assumptions that management
believes are reasonable. The Pro Forma Balance Sheet do not purport to represent
what Compost's financial condition would actually have been had the disposition
in fact occurred on such date or to project the financial condition for any
future period. The Pro Forma Balance Sheet should be read in conjunction with
the historical financial statements of Compost incorporated herein by reference.
<TABLE>
<CAPTION>
(in 000's)
(a)
April 30, Sale of Use of
2000 EPIC Proceeds(b) Pro forma
-------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Cash and cash equivalents ........................ $ 71 $ 36,302 $(26,655) $ 9,718
Accounts receivable .............................. 15 15
Assets held for disposition and deferred tax asset 26,547 (26,547) --
Property, plant and equipment, net ............... 11,654 11,654
Investment in joint venture ...................... 1,700 1,700
Other assets ..................................... 1,440 1,440
-------- -------- --------- --------
Total assets ................................... $ 39,727 $ 9,755 $(24,955) $ 24,527
-------- -------- --------- --------
Notes payable and related party debt ............. $ 26,771 $ 10,128 $(23,876) $ 13,023
Accounts payable and other current liabilities ... 12,201 352 (1,079) 11,474
Redeemable Preferred and Common Stock ............ 16,893 16,893
Stockholders' deficit ............................ (16,138) (725) (16,863)
-------- -------- --------- --------
Total liabilities, redeemable
stock and stockholders' deficit ................ $ 39,727 $ 9,755 $(24,955) $ 24,527
======== ======== ========= ========
</TABLE>
Footnotes to Pro Forma Balance Sheet
(a) On June 15, 2000 Compost sold its wholly owned subsidiary EPIC for gross
cash proceeds of $39,352 which included an estimated working capital
adjustment subject to adjustment. In addition to receiving cash, Compost
assumed certain liabilities of EPIC approximating $10,480. The net cash
received giving effect to the sale on April 30, 2000 is calculated as
follows:
Gross proceeds $ 39,352
Payment of severance costs
to EPIC executives (1,600)
Payment of consulting fee (790)
Legal fees (660)
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Net cash received $ 36,302
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(b) At the EPIC sale closing, Compost utilized proceeds of $26,655 as follows:
Payment of notes payable and
related party debt $ 23,876
Payment of accounts payable and
other current liabilities 1,079
Purchase of membership interests
in joint venture 1,700
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$ 26,655
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The net cash received at the EPIC sale closing amounted to $9,647. These
cash proceeds will be utilized to pay off additional obligations of
Compost, to purchase additional membership interests in the the joint
venture and for potential acquisitions.
