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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) May 15, 2000
EARTHFIRST TECHNOLOGIES, INC.
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(Exact name of Registrant as Specified in its Charter)
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Florida 0-23897 59-3462501
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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7887 Bryan Dairy Road, Suite 105, Largo, Florida, 33777
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(Address)
Registrant's telephone number, including area code (727) 548-0918
Toups Technology Licensing, Incorporated
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(Former name, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 2000, EarthFirst Technologies, Inc., a Florida corporation
formerly known as Toups Technology Licensing, Incorporated (hereinafter "we" or
the "Company") acquired all of the outstanding capital stock of Strategic
Acquisition Corporation ("Strategic") in exchange for issuing to Strategic's
shareholders an aggregate of 26,500,000 shares of our common stock pursuant to
an Acquisition and Stock Exchange Agreement between us, John Stanton, Ralph
Hughes, Frank Redmond and Joel Perlman as Trustee for the Michigan Trust
(collectively, the "Shareholders"), who collectively held 100% of the
outstanding capital stock of Strategic. The transaction closed on May 15, 2000,
at which time Strategic became our wholly-owned subsidiary. Prior to the
closing, Strategic acquired all of the assets of Octofoil International Group,
Inc., a Florida corporation involved in recycling, environmental, demolition,
scrap metal and related businesses.
In connection with the Acquisition Agreement, we amended our Articles
of Incorporation (a) to change our name to EarthFirst Technologies, Inc. and
(b) to increase the number of shares of authorized Common Stock from 50,000,000
shares to 100,000,000 shares.
Contemporaneous with the closing of the Acquisition Agreement, Leon H.
Toups, Michael P. Toups, Mark Clancy, Errol J. Lasseigne and Leslie D. Reagin
III resigned from the Board of Directors. None of these resignations resulted
from any disagreement between such directors and the Company on any matter
relating to our operations, policies or practices. Pursuant to the Acquisition
Agreement, John Stanton was appointed a director, and therefore, the Board
currently consists of John Stanton and Phillip M. Rappa.
Following the closing, Leon H. Toups resigned as President and Chief
Executive Officer, Mark Clancy resigned as Executive Vice President and
Secretary and Michael P. Toups resigned as Chief Financial Officer and Vice
President of Finance. At a special meeting of the Board of Directors on May 15,
2000, the Board appointed John Stanton as our Chief Executive Officer, Leon H.
Toups as our Executive Vice President for Research and Development and Phillip
M. Rappa, who previously served as Vice President of Operations and General
Manager, as our Chief Operating Officer. We expect to appoint a new Chief
Financial Officer in the near future.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial Statements of Strategic will be filed by amendment to this
Form 8-K not later than sixty (60) days from the filing of this report.
(b) Pro Forma Financial Information.
Pro forma financial information relative to Strategic will be filed by
amendment to this Form 8-K not later than sixty (60) days from the filing of
this report.
(c) Exhibits
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Exhibit No. Description
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2.1 * Acquisition and Stock Exchange Agreement
dated May 15, 2000, by and between Toups
Technology Licensing, Inc., John Stanton,
Ralph Hughes, Frank Redmond and Joel Perlman
as Trustee for the Michigan Trust.
3.1 + Articles of Incorporation of the Company.
3.2 ++ Amendment to Articles of Incorporation
filed with the Florida Secretary of State on
November 4, 1998.
3.3 -- Amendment to Articles of Incorporation
filed with the Florida Secretary of State on
March 30, 1999.
3.4 * Amendment to Articles of Incorporation
filed with the Florida Secretary of State on
May 16, 2000.
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+ Previously filed as exhibits to, and incorporated by reference
from, the Company's Form 10-SB, on March 11, 1998.
++ Previously filed as exhibits to, and incorporated by reference
from, the Company's Form 10-KSB for the year ended December
31, 1999, on May 12, 2000.
* Filed herewith
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SIGNATURE
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.
EARTHFIRST TECHNOLOGIES, INC.
Date: May 30, 2000 By: /s/ John Stanton
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John Stanton
President and Chief
Executive Officer
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