<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-K/A
(AMENDMENT NO. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-11871
Commodore Applied Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3312952
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
150 East 58th Street, Suite 3400
New York, New York 10155
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, par value $0.001 per share American Stock Exchange
Redeemable Common Stock Purchase Warrants American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to be the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Non-affiliates of the registrant held shares of Common Stock as of
March 26, 1998 with an aggregate market value of approximately $55,608,000
(based upon the last sale price of the Common Stock on March 26, 1998 as
reported by the American Stock Exchange).
As of March 26, 1998, 23,103,200 shares of the registrant's Common
Stock were outstanding.
----------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Commodore Applied Technologies, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the
"Form 10-K") amends "ITEM 14" of the Form 10-K to include Exhibit 23.1
(Consent of Tanner + Co.) and Exhibit 23.2 (Consent of Price Waterhouse LLP)
as Exhibits to the Form 10-K. The Form 10-K was filed with the Securities and
Exchange Commission on March 31, 1998. Set forth below is the complete text of
ITEM 14 of the Form 10-K, as amended.
PART IV
-------
EXHIBITS, FINANCIAL STATEMENT
ITEM 14. SCHEDULES AND REPORTS ON FORM 8-K
- -------- ---------------------------------
The following documents are filed as part of this Annual Report:
<TABLE>
<CAPTION>
Page No.
--------
Financial Statements.
---------------------
<S> <C>
Report of Independent Accountants................................................. F-1
Independent Auditor's Report...................................................... F-1A
Consolidated Balance Sheet as of December 31, 1996 and 1997....................... F-2
Consolidated Statement of Operations for the years ended
December 31, 1995, 1996 and 1997......................................... F-3
Consolidated Statement of Stockholders' Equity for the years
ended December 31, 1995, 1996 and 1997................................... F-4
Consolidated Statement of Cash Flows for the years ended
December 31, 1995, 1996 and 1997......................................... F-5
Notes to Consolidated Financial Statements........................................ F-6
</TABLE>
All financial statement schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable, and,
therefore, have been omitted.
Exhibits.
- ---------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1.1 Form of Underwriting Agreement between the Company and National Securities Corporation,
as Representative of the several Underwriters listed therein (the "Representative"). (1)
3.1 Certificate of Incorporation of the Company. (1)
3.2 By-Laws of the Company. (1)
4.1 Specimen Common Stock Certificate. (3)
4.2 Form of Warrant Agreement between the Company and The Bank of New York. (1)
4.3 Specimen Warrant Certificate. (1)
4.4 Form of Representative's Warrant Agreement between the Company and the Representative,
including form of Representative's Warrant therein. (1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4.5 Registration Rights Agreement, dated September 27, 1996, among the Company, CXI-ASI
Acquisition Corp., and certain stockholders. (5)
4.6 Registration Rights Agreement, dated September 27, 1996, among the Company, CXI-ASE
Acquisition Corp., and certain stockholders. (5)
4.7 Series A Convertible Preferred Stock Purchase Agreement, dated as of August 15, 1997,
among the Company and the Series A Preferred Stock purchasers listed therein. (9)
4.8 Certificate of Designations, Rights and Preferences of Series A Preferred Stock. (9)
4.9 Registration Rights Agreement between the Company and the Series A Preferred Stock
purchasers. (9)
4.10 Warrant to purchase 1,000,000 shares of Common Stock issued to Environmental. (9)
4.11 Common Stock Purchase Agreements, dated as of September 26, 1997, by and between the
Company and each of certain private investors listed therein. (9)
4.12 Warrant to purchase 7,500,000 shares of Common Stock issued to Environmental. (10)
4.13 Warrant to purchase 1,500,000 shares of Common Stock issued to Environmental. (10)
4.14 Registration Rights Agreement, dated as of February 9, 1998, among the Company,
Environmental and certain private investors listed therein. (10)
10.1 Employment Agreement, dated June 1, 1995, between Environmental and Neil L. Drobny,
and conditional assignment thereof by Environmental to the Company, dated March 29, 1996. (1)
10.2 Employment Agreement, dated August 31, 1995, between Environmental and Carl O. Magnell,
and conditional assignment thereof by Environmental to the Company, dated March 29,
1996. (1)
10.3 Form of Employment Agreement, dated July 28, 1993, between Commodore Laboratories, Inc.
and Albert E. Abel, with conditional assignment thereof by Commodore Labs to the
Company, dated March 29, 1996. (1)
10.4 Employment Agreement, dated October 3, 1994, between Environmental and Vincent Valeri,
and conditional assignment thereof by Environmental to the Company, dated March 29,
1996. (1)
10.5 Non-Competition, Non-Disclosure and Intellectual Property Agreement, dated March 29,
1996, between the Company and Gerry D. Getman. (1)
10.6 Employment Agreement, dated as of March 29, 1996. Between the Company and Paul E.
Hannesson. (2)
10.7 1996 Stock Option Plan of the Company. (1)
10.8 Executive Bonus Plan of the Company. (1)
10.9 Nationwide Permit for PCB Disposal issued by the EPA to Commodore Remediation
Technologies, Inc. (1)
10.10 Memorandum of Understanding, dated April 9, 1996, between Teledyne Brown Engineering (a
Division of Teledyne Industries, Inc.) and Commodore Government Environmental
Technologies, Inc. (1)
10.11 Memorandum of Understanding, dated March 28, 1996, between Sharp Associates, Inc. and
the Company. (1)
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10.12 Memorandum of Understanding, dated April 12, 1996, between Sverdrup Environmental, Inc.
and the Company. (1)
10.13 Credit Facility Agreement and Promissory Note, dated April 5, 1996, between the Company
and Chemical Bank, and Guaranty and General Loan and Collateral Agreement, each dated
April 5, 1996, between Bentley J. Blum and Chemical Bank. (1)
10.14 Demand Promissory Note, dated December 31, 1995, in the principal amount of $8,925,426,
issued by Commodore Labs to Environmental. (1)
10.15 Form of $4,000,000 Promissory Note issued by the Company to Environmental, in partial
replacement of the $8,925,426 Demand Promissory Note, dated December 31, 1995, issued
by Commodore Labs to Environmental. (1)
10.16 Bond Purchase Agreement, dated December 3, 1993, by and between Environmental and
Credit Agricole Deux Sevres. (1)
10.17 License Agreement, dated as of March 29, 1996, by and between the Company and
Environmental, relating to the use of SET in the CFC Business. (2)
10.18 Form of Technology and Technical Services Agreement entered into between the Company
and CFC Technologies.(2)
10.19 Voting Agreement, dated June 28, 1996, among Environmental, Bentley J. Blum, the
Company and National Securities Corporation. (4)
10.20 Agreement and Plan of Merger, dated September 27, 1996, by and between the Company,
CXI-ASI Acquisition Corp. and Advanced Sciences, Inc. (5)
10.21 Agreement and Plan of Merger, dated September 27, 1996, by and between the Company
CXI-ASE Acquisition Corp. and A.S. Environmental, Inc. (5)
10.22 Agreement of Transfer, dated as of December 1, 1996 by and between the Company and
Advanced Sciences. (11)
10.23 Bill of Sale, dated as of December 1, 1996, by and between the Company and Commodore
Advanced Sciences, Inc. (11)
10.24 Stock Purchase Agreement, dated as of December 2, 1996, between the Company and
Environmental. (6)
10.25 Employment Agreement, dated as of October 31, 1996, between Environmental and Edwin L.
Harper. (7)
10.26 Employment Agreement, dated as of October 1, 1996, between the Company and Thomas E.
Noel. (5)
10.27 Form of Employment Agreement between Environmental and Paul E. Hannesson. (8)
10.28 8% convertible note for $4.0 million from the Company to Environmental. (9)
10.29 8% non-convertible note for $5,450,000 from the Company to Environmental. (10)
*10.30 Teaming Agreement, dated March 18, 1997, by and between ICF Kaiser Engineers, Inc. and
Advanced Sciences.
*10.31 Memorandum of Understanding between Lockheed Martin Advanced Environmental Systems,
Inc. and Advanced Sciences.
</TABLE>
A-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
*10.32 Services Agreement, dated as of September 1, 1997, by
and among the Company, Environmental, Separation,
Advanced Sciences and other affiliated companies named
therein.
16.1 Letter regarding change in certifying accountant. (12)
*22.1 Subsidiaries of the Company.
**23.1 Consent of Tanner + Co.
**23.2 Consent of Price Waterhouse LLP.
*27.1 Financial Data Schedule.
- -------------------------
** Filed herewith.
* Filed with the Company's Annual Report on Form 10-K on March 31, 1998.
(1) Incorporated by reference and filed as Exhibit to Registrant's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on May 2, 1996 (File No. 333-4396).
(2) Incorporated by reference and filed as Exhibit to Registrant's Amendment
No. 1 to Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on June 11, 1996 (File No.
333-4396).
(3) Incorporated by reference and filed as Exhibit to Registrant's Amendment
No. 2 to Registration Amendment No.2 to Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on June 25, 1996
(File No. 333-4396).
(4) Incorporated by reference and filed as Exhibit to Registrant's
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
filed with the Securities and Exchange Commission on July 1, 1996 (File
No. 333-4396).
(5) Incorporated by reference and filed as Exhibit to Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
October 15, 1996 (File No. 1-11871).
(6) Incorporated by reference and filed as Exhibit to Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 27, 1997 (File No. 1-11871).
(7) Incorporated by reference and filed as Exhibit to Amendment No. 3 to
Registration Statement on Form S-1 of Separation filed with the
Securities and Exchange Commission on January 23, 1997 (File No.
333-11813).
(8) Incorporated by reference and filed as Exhibit to Annual Report on Form
10-K for the fiscal year ended December 31, 1996 of Environmental filed
with the Securities and Exchange Commission on April 15, 1997 (File No.
0-10054).
(9) Incorporated by reference and filed as an Exhibit to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 3, 1997 (File No. 1-11871).
(10) Incorporated by reference and filed as an Exhibit to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 23, 1998 (File No. 1-11871).
(11) Incorporated by reference and filed as an Exhibit to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 filed
with the Securities and Exchange Commission on April 15, 1997 (File No.
1-11871).
</TABLE>
A-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(12) Incorporated by reference and filed as on Exhibit to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 24, 1996 (File No. 1-11871).
</TABLE>
Reports on Form 8-K:
- --------------------
On October 3, 1997, the Company filed with the Securities and
Exchange Commission a Current Report on Form 8-K, dated August 15, 1997, with
respect to the Company's private placement sale of Series A Preferred Stock in
August 1997, Environmental's $4.0 million loan to the Company in September
1997, and the Company's private placement sale of 600,000 shares of Common
Stock in October 1997. Such transactions were reported under Item 5 of Form
8-K and no financial statements were included in such report.
A-6
<PAGE>
SIGNATURES
----------
Pursuant to the requirements to Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 1998 COMMODORE APPLIED TECHNOLOGIES, INC.
By: /s/ Michael D. Fullwood
-------------------------------
Michael D. Fullwood
Senior Vice President, Chief
Financial and Administrative
Officer, Secretary and General
Counsel
A-7
<PAGE>
EXHIBIT 23.1
------------
TANNER + CO.
Certified Public Accountants
675 East 500 South, Suite 640
Salt Lake City, Utah 84102
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
of Commodore Applied Technologies, Inc. (the "Company") dated January 23, 1998
of our report dated January 19, 1996, relating to the consolidated financial
statements of the Company for the year ended December 31, 1995, which appears
on page F-1A of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and to the reference of our firm under the caption
"Experts" in the Prospectus.
/s/ Tanner + Co.
Salt Lake City, Utah
April 15, 1998
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 333-44531) of
Commodore Applied Technologies, Inc. of our report dated March 27, 1998
appearing on page F-1 of the Commodore Applied Technologies, Inc. Annual Report
on Form 10-K for the year ended December 31, 1997.
Price Waterhouse LLP
Philadelphia, Pennsylvania
April 15, 1998
