<PAGE>
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): February 10, 1998
Commodore Applied Technologies, Inc.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11871 11-3312952
- -------------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 East 58th Street
New York, New York 10155
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
--------------
------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
CURRENT REPORT ON FORM 8-K
COMMODORE APPLIED TECHNOLOGIES, INC.
February 10, 1998
Item 5. Other Events.
Intercompany Note
On February 10, 1998, Commodore Environmental Services, Inc., a
Delaware corporation ("Environmental"), provided a $5,450,000 unsecured loan
to Commodore Applied Technologies, Inc., a Delaware corporation (the
"Company"), evidenced by the Company's 8% non-convertible note (the
"Intercompany Note"). As of the date of this Current Report, Environmental
owned approximately 44% of the outstanding shares of common stock, par value
$0.001 per share (the "Common Stock"), of the Company. Pursuant to the terms
of the Intercompany Note, interest on the unpaid principal balance of the
Intercompany Note is payable at the rate of 8% per annum semiannually in cash.
The unpaid principal amount of the Intercompany Note is due and payable,
together with accrued and unpaid interest, on the earlier to occur of (a)
December 31, 1999, or (b) consummation of any public offering or private
placement of securities of the Company with net proceeds aggregating in excess
of $6.0 million, other than in respect of working capital financing or secured
financing of assets received by the Company in the ordinary course of business
from any bank or other lending institution, provided that if such funds are
raised in a private placement consummated after February 9, 1998 and prior to
the last day of the Effective Period (as defined below), then the Intercompany
Note will not be payable unless a registration statement covering such shares
of Common Stock has been effective for 75 consecutive days and is effective on
the date of such repayment. The Company will use the net proceeds of the loan
solely for working capital and general corporate purposes and not for the
satisfaction of any portion of Company debt or to redeem any Company equity or
equity-equivalent securities.
In connection with the loan, the Company amended and restated in its
entirety a five-year warrant to purchase 7,500,000 shares of common stock of
the Company issued to Environmental on December 2, 1996 to, among other
things, reduce the exercise price of the warrant from $15.00 per share to
$10.00 per share. In addition, the Company issued to Environmental an
additional five-year warrant to purchase 1,500,000 shares of common stock of
the Company at an exercise price of $10.00 per share.
The Company has agreed to file registration statements on Form S-3
(the "Registration Statements"), or other applicable form of registration
statement, under the Securities Act of 1933, as amended (the "Securities
Act"), covering all of the shares of Common Stock issued and to be issued by
Environmental in a February 1998 private placement to certain "accredited
investors" as defined in Rule 501 of the Securities Act (the "Private
Placement") and to keep such Registration Statements continuously effective
under the Securities Act for a period of two years after their respective
effective dates or such earlier date when all shares covered by the
Registration Statements have been sold or may be sold without volume
restrictions under the Securities Act (the "Effective Period").
The information set forth above is qualified in its entirety by
reference to: (a) Promissory Note, dated February 10, 1998, of Commodore
Applied Technologies, Inc., incorporated herein by reference as Exhibit 99.1;
(b) warrant to purchase 7,500,000 shares of common stock of Commodore Applied
Technologies, Inc. issued to Commodore Environmental Services, Inc.,
incorporated herein by reference as Exhibit 4.1; (c) warrant to purchase
1,500,000 shares of common stock of Commodore Applied Technologies, Inc.
issued to Commodore Environmental Services, Inc., incorporated herein by
reference as Exhibit 4.2; and (d) Registration Rights Agreement, dated as of
February 9, 1998, among Commodore Environmental Services, Inc., Commodore
Applied Technologies, Inc., and certain investors, incorporated herein by
reference as Exhibit 99.2.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
*Exhibit No. Description
- ------------ -----------
4.1 Warrant to purchase 7,500,000 shares of common stock of Commodore
Applied Technologies, Inc. issued to Commodore Environmental
Services, Inc.
4.2 Warrant to purchase 1,500,000 shares of common stock of Commodore
Applied Technologies, Inc. issued to Commodore Environmental
Services, Inc.
99.1 Promissory Note, dated February 10, 1998, of Commodore Applied
Technologies, Inc.
99.2 Registration Rights Agreement, dated as of February 9, 1998, among
Commodore Environmental Services, Inc., Commodore Applied
Technologies, Inc., and certain investors.
- -------------------------
* All Exhibits are incorporated herein by reference to the Current Report on
Form 8-K, dated February 10, 1998, of Commodore Environmental Services, Inc.
(File No. 0-10054).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned thereunto duly authorized.
COMMODORE APPLIED TECHNOLOGIES, INC.
Date: February 20, 1998 By: /s/ Michael D. Fullwood
---------------------------------------------
Michael D. Fullwood, Senior Vice President,
Chief Financial and Administrative Officer,
Secretary and General Counsel
<PAGE>
EXHIBIT INDEX
*Exhibit No. Description
- ------------ -----------
4.1 Warrant to purchase 7,500,000 shares of common stock of Commodore
Applied Technologies, Inc. issued to Commodore Environmental
Services, Inc.
4.2 Warrant to purchase 1,500,000 shares of common stock of Commodore
Applied Technologies, Inc. issued to Commodore Environmental
Services, Inc.
99.1 Promissory Note, dated February 10, 1998, of Commodore Applied
Technologies, Inc.
99.2 Registration Rights Agreement, dated as of February 9, 1998, among
Commodore Environmental Services, Inc., Commodore Applied
Technologies, Inc., and certain investors.
- -------------------------
* All Exhibits are incorporated herein by reference to the Current Report on
Form 8-K, dated February 10, 1998, of Commodore Environmental Services, Inc.
(File No. 0-10054).
