SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 11, 2000
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Commodore Applied Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11871 11-3312952
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
150 East 58th Street, Suite 3400
New York, New York 10155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
CURRENT REPORT ON FORM 8-K
COMMODORE APPLIED TECHNOLOGIES, INC.
MAY 11, 2000
ITEM 5. OTHER EVENTS.
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On May 11, 2000, Commodore Applied Technologies, Inc. a Delaware
corporation (the "Company"), announced that former Reagan administration
nuclear chief and CEO of ABB Combustion Engineering, Shelby T. Brewer, Ph.D.
has joined the management team of the Company.
On May 15, 2000, the Company announced that it has entered into an
agreement to acquire Dispute Resolution Management, Inc., an international
consulting firm specializing in the management and settlement of complex, latent
and long-term tail insurance claims.
On May 17, 2000, the Company announced that it has treated
polychlorinated biphenyl (PCB) contaminated soil at the Lualualei Naval Radio
Transmitting Facility in Oahu, Hawaii under its contract with Tetra Tech EM,
Inc.
Additional information concerning the foregoing is set forth in the press
releases filed herewith as Exhibits 99.1, 99.2 and 99.3, which are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
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Not Applicable.
(b) Pro Forma Financial Information.
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Not Applicable.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated May 11, 2000, of Commodore Applied Technologies,
Inc.
99.2 Press Release, dated May 15, 2000, of Commodore Applied Technologies,
Inc.
99.3 Press Release, dated May 17, 2000, of Commodore Applied Technologies,
Inc.
<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: May 15, 2000 By: /s/James M. DeAngelis
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James M. DeAngelis, Senior Vice President
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated May 11, 2000, of Commodore Applied Technologies,
Inc.
99.2 Press Release, dated May 15, 2000, of Commodore Applied Technologies,
Inc.
99.3 Press Release, dated May 17, 2000, of Commodore Applied Technologies,
Inc.
FOR RELEASE: IMMEDIATE
CONTACT: JAMES M. DEANGELIS
MELISSA C. BERKOWITZ
(212) 308-5800
FORMER REAGAN NUCLEAR CHIEF AND ABB COMBUSTION ENGINEERING CEO
JOINS COMMODORE APPLIED TECHNOLOGIES, INC.
NEW YORK, N.Y. - MAY 11, 2000 - Former Reagan administration nuclear chief
and CEO of ABB Combustion Engineering, Shelby T. Brewer, Ph.D. has joined the
management team of Commodore Applied Technologies, Inc. (AMEX: CXI, CXI.WS).
CXI is continuing its mission to focus its proprietary, patented solvated
electron technology (SET (TM)) on the nuclear waste market. CXI, through its
wholly owned subsidiary Commodore Nuclear, is well positioned to serve the
nuclear mixed waste market and the Depleted Uranium Hexafluoride (DUF6)
stabilization program. The nuclear mixed waste market is valued in excess of
$300 billion over the next 25 years. CXI offers the only broad range,
commercially proven, non-thermal system to effectively treat nuclear mixed waste
at substantial savings when compared with incineration. Additionally, CXI is
capable of assisting the U.S. Department of Energy (DOE) with several pressing
remediation tasks including the DUF6 program, valued in excess of $5 billion.
CXI, utilizing the SET(TM) process, offers the only single-step stabilization
process in the marketplace today. SET(TM) converts DUF6 to the stable and
reusable uranium oxide form (DU02).
Brewer assumes the position of chairman and CEO of CXI's Commodore Nuclear,
headquartered in Alexandria, VA with oversight over 100 percent-owned
subsidiaries, Commodore Advanced Sciences, Inc. (CAS), and Commodore Solution
Technologies, Inc. (CST). As chairman and CEO of Commodore Nuclear, Brewer will
direct the day-to-day activities of CXI's subsidiaries and work closely with
Peter E. Harrod, president and COO. In addition, he will provide strategic
guidance and access to private industry and governmental agencies.
Brewer joined Combustion Engineering in 1985 as president and CEO of its nuclear
power businesses and held that position through 1995. During his years with
Combustion, in an oversupplied and depressed market, he tripled sales volume in
the company's nuclear services division. Brewer obtained orders from South Korea
for his company's nuclear power reactors, the first sustained orders achieved by
a U.S. company in over a decade, adding $500 million to the nuclear services
division's backlog. He also restructured and re-engineered Combustion's nuclear
businesses to bring returns on sales to the highest percentage level in the
market sector. When ABB acquired Combustion Engineering in 1990, Brewer's
responsibilities expanded. He led ABB's post war initiative in Kuwait, and in
the former Soviet Union following the end of the Cold War.
- more -
<PAGE>
Reagan Official Joins Commodore
May 11, 2000
Page 2
President Reagan appointed Brewer Assistant Secretary of Energy in 1981, where
he served until 1984. In this position, Brewer was the top nuclear official in
the administration. He is credited with a number of major accomplishments,
including the uranium enrichment business turnaround (over $1 billion in annual
revenues), passage of the 1982 Nuclear Waste Act, initiation of the Advanced
Naval Reactor program, and streamlining the U.S. nuclear regulatory processes.
"We are delighted to have Dr. Brewer join us," commented Paul E. Hannesson,
chairman and CEO of CXI. "He knows the nuclear business and is well respected in
the industry, domestically and internationally. His record at the top of the
nuclear industry for two decades proves that Dr. Brewer is a professional
focused on consistent business results and financial performance."
Brewer said, "Commodore has an impressive portfolio of technologies, as well as,
excellent management and personnel. It is just beginning to breakout, on its way
to achieving its rightful market share. I intend to help accomplish this mission
by focusing on Commodore's nuclear services capabilities."
Commodore Applied Technologies, Inc., headquartered in New York, N.Y., is an
environmental solutions company focused on the processing and management of
high-end hazardous waste from nuclear, radioactive, toxic and chemical sources.
Through its wholly owned subsidiaries, Commodore Nuclear, Commodore Advanced
Sciences and Commodore Solution Technologies, the company provides technical
engineering services and proprietary remediation technologies to the government
and private sectors. For more information, please visit our web site at
www.commodore.com.
These materials contain forward-looking statements based on a series of
projections and estimates regarding economics within the company's markets, the
industries in which the company operates, the effects of legislation and
regulations, as well as business and competitive outlook.
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COMMODORE APPLIED TECHNOLOGIES, INC.
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FOR IMMEDIATE NEWS RELEASE
CONTACT: JAMES M. DEANGELIS
MELISSA C. BERKOWITZ
(212) 308-5800
COMMODORE APPLIED TECHNOLOGIES ENTERS INTO AGREEMENT
TO ACQUIRE DISPUTE RESOLUTION MANAGEMENT
NEW YORK, N.Y. - MAY 15, 2000 - Commodore Applied Technologies, Inc. (AMEX: CXI,
CXI,WS) today announced that it has entered into an agreement to acquire
Dispute Resolution Management, Inc. (DRM), an international consulting firm
specializing in the management and settlement of complex, latent and long-term
tail insurance claims, including environmental, asbestos, products liability and
other claims, for large corporate and government clients. Founded as a part of
the KPMG Peat Marwick, LLP Environmental Management Group in 1994, the DRM
practice was acquired by its current owners in December 1996 and has been highly
profitable for each of the past three fiscal years ending December 31, 1999. DRM
has offices in Denver, Salt Lake City, Annapolis, Philadelphia, Houston and an
international office in London.
The purchase price for the DRM assets and business is approximately $15 million,
plus 1 million shares of company common stock and warrants to purchase an
additional 1 million shares of common stock at $2.00 per share. The DRM
stockholders are entitled to receive on-going payments over a five-year period
based on a percentage of the profits generated by the DRM business.
Consummation of the transaction is subject to a number of conditions, including
a satisfactory due diligence investigation and financing.
Paul E. Hannesson, president and CEO of Commodore Applied Technologies, said,
"We believe that every environmental problem has two sides; a technology side
and a financial side. The addition of DRM to Commodore's service base represents
an evolution to our company's mission. DRM represents the first step in a
strategy designed to supplement our technologies with a package of financial
services which will bring added value to our clients. The DRM acquisition thus
is both complimentary and supplementary to the combined company's expanded
mission to be a premier environmental solutions company focused on high-end
markets with above-average profit potential. This will help us create long-term,
sustainable shareholder value."
<PAGE>
Commodore To Acquire DRM
May 15, 2000
Page 2
Commodore's corporate mission is to provide solutions to the environmental
remediation market's most difficult and pressing problems. With the combined
expertise of Commodore and DRM, Commodore is now able to do this through two
primary operating goals:
o to profitably provide government and industry with engineering and
remediation solutions to long-tail environmental problems and
o to profitably address and solve financial issues concerning
environmental problems, including the ability to negotiate and
settle long-tail environmental claims both domestically and
internationally.
This strategy will enable Commodore to focus on the unique and high-profit
niches of hazardous materials conversion, waste remediation and environmental
claims settlement and recovery
Commodore Applied Technologies, Inc., headquartered in New York, N.Y., is an
environmental solutions company focused on the processing and management of
high-end hazardous waste from nuclear, radioactive, toxic and chemical sources.
Through its wholly owned subsidiaries, Commodore Nuclear, Commodore Advanced
Sciences and Commodore Solution Technologies, the company provides technical
engineering services and proprietary remediation technologies to the government
and private sectors. For more information, please visit our web site at
www.commodore.com.
These materials contain forward-looking statements based on a series of
projections and estimates regarding economics within the company's markets, the
industries in which the company operates, the effects of legislation and
regulations, as well as business and competitive outlook.
xxxxx
FOR RELEASE: IMMEDIATE
CONTACT: JAMES M. DEANGELIS
MELISSA C. BERKOWITZ
(212) 308-5800
COMMODORE APPLIED TECHNOLOGIES COMPLETES
PCB - CONTAMINATED SOIL TREATMENT IN HAWAII
NEW YORK, NY - May 17, 2000 -Commodore Applied Technologies, Inc. (AMEX: CXI,
CXI.WS) today announced that it has treated polychlorinated biphenyl (PCB)
contaminated soil at the Lualualei Naval Radio Transmitting Facility in Oahu,
Hawaii under their contract with Tetra Tech EM, Inc. (NASDAQ: WATR).
Using its SL/2 mobile treatment unit, Commodore treated eight different soil
types with PCB levels ranging from 10 ppm to 8,000 ppm. Five batches were
treated to below 1 ppm, which meets EPA requirements for replacement in
residential locations. Two batches of soil were treated to PCB levels below 2
ppm. One batch was treated to 11 ppm. Commodore is in the process of
demonstrating that by utilizing one of SET(TM)'s processing alternatives, that
all soil types can be treated to residential replacement standards. CXI believes
that these results should lead to CXI's opportunity to bid on the multi-million
dollar remediation program that may be in excess of 10,000 cubic yards of PCB
contaminated soils in Hawaii.
"These results once again validate the positive results achievable by our
SET(TM) technology and hopefully will move us closer towards an U.S. Department
of Defense facility contract", said Paul E. Hannesson, Commodore Chairman & CEO
of CXI.
Commodore Applied Technologies, Inc. headquartered in New York, NY, is an
environmental solutions company focused on the processing and management of
high-end hazardous waste from nuclear, radioactive, toxic and chemical sources.
Through its wholly owned subsidiaries, Commodore Nuclear, Commodore Advanced
Sciences and Commodore Solution Technologies, the company provides technical
engineering services and proprietary remediation technologies to the government
and private sectors. For more information, please visit our web site at
www.commodore.com.
These materials contain forward-looking statements based on a series of
projections and estimates regarding economics within the company's markets, the
industries in which the company operates, the effects of legislation and
regulations, as well as business and competitive outlook.
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