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UNITED STATES
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 earliest event reported: September 15, 2000
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ENVIRO-CLEAN OF AMERICA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 0-26433 88-0386415
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
211 Park Avenue, Hicksville, NY 11801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 931-4455
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Binding Letter of Intent Executed for the Sale of NISSCO/Sunline, Inc.
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On September 15, 2000, Enviro-Clean of America, Inc. (the "Company")
executed a binding letter of intent for the sale of NISSCO/Sunline, Inc.
("NISSCO"), one of the Company's wholly owned subsidiaries, to ebuyexpress.com,
L.L.C. NISSCO, which serves as a buying agent for a sanitary supplies network
buying group, was acquired by the Company in January 1999. Under the terms of
the proposed agreement, the Company expects to take a non-cash charge against
current earnings of approximately $2,500,000. The transaction is contingent upon
the completion of due diligence and execution of a definitive purchase
agreement. The Company will file an additional report on Form 8-K upon
completion of this transaction under Item 2, if so required under the Securities
Exchange Act of 1934, as amended.
Letter of Intent Executed to Acquire Gemini Capital Corporation
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On September 15, 2000, the Company executed a letter of intent to purchase
all outstanding capital stock of Gemini Capital Corporation ("Gemini"), a
Delaware corporation and diversified finance and equity investment company, in a
stock-for-stock transaction. The consideration to be paid by the Company under
the proposed agreement would consist of approximately 365,000 shares of the
Company's common stock, par value $0.001 (the "Common Stock") or approximately
6% of the Company's outstanding Common Stock. The number of shares paid as
consideration by the Company will depend upon their valuation at the time a
definitive agreement is reached. This proposed transaction will be contingent
upon the completion of due diligence, execution of a definitive purchase
agreement and approval by shareholders of Gemini. The Company will file an
additional report on Form 8-K upon completion of this transaction under Item 2,
if so required under the Securities Exchange Act of 1934, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following is a list of exhibits filed as part of this Form 8-K.
Exhibit Number Description of Document
99.1 Enviro-Clean of America, Inc. press release dated
September 18, 2000.
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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.
ENVIRO-CLEAN OF AMERICA, INC.
Date: 09/18/00, 2000 By: /s/ Randall Davis
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Name: Randall K. Davis
Title: President
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INDEX TO EXHIBITS
Exhibit Number Description of Document
99.1 Enviro-Clean of America, Inc. press release dated September
18, 2000.
