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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
SUMMIT ENVIRONMENTAL CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Texas 333-48659 73-1537206
------------ ------------------------------ ----------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
414 East Loop 281, Suite 7
Longview, TX 75605
800-522-7841
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
4334 Northwest Expressway, Suite 202
Oklahoma City, OK 73116
405-840-1585
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(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Summit Environmental Corporation, Inc. (the "Company") effected a
merger on December 2, 1998 with Summit Technologies, Inc. pursuant to
approving votes of the shareholders of both corporations. The Company's
shareholder vote occurred on November 16, 1998. Summit Technologies,
Inc.'s shareholder vote occurred on December 2, 1998.
For details of the merger, the Company incorporates by reference the
Prospectus-Proxy Statement contained in its Amendment No. 5 to Form S-4
Registration Statement filed November 4, 1998 (Commission File 333-48659).
ITEM 7. EXHIBITS
The following exhibit is filed as a part of this report.
Exhibit Item
3.1 - Articles of Merger of Summit Technologies, Inc.
(Terminating Domestic Corporation) and Summit
Environmental Corporation, Inc. (Surviving Domestic
Corporation)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 2, 1998 Summit Environmental Corporation, Inc.
By /s/ B. Keith Parker
------------------------------------
B. Keith Parker, Chief Executive
Officer
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SUMMIT ENVIRONMENTAL CORPORATION, INC.
EXHIBIT INDEX (FORM 8-K)
DECEMBER 2, 1998
Exhibit Item
3.1 - Articles of Merger of Summit Technologies, Inc.
(Terminating Domestic Corporation) and Summit
Environmental Corporation, Inc. (Surviving Domestic
Corporation)
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(Seal)
THE STATE OF TEXAS
SECRETARY OF STATE
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached Articles of Merger of
SUMMIT TECHNOLOGIES, INC.
(a Texas corporation)
with
SUMMIT ENVIRONMENTAL CORPORATION, INC.
(a Texas corporation)
have been received in this office and are found to conform to law. ACCORDINGLY,
the undersigned, as Secretary of State, and by virtue of the authority vested in
the Secretary by law, hereby issues this Certificate of Merger.
Filed DECEMBER 2, 1998
Effective DECEMBER 2, 1998
(Seal) /s/ Alberto R. Gonzales
-------------------------------------------
Alberto R. Gonzales, Secretary of State
Exhibit 3.1
Page 1 of 3 Pages
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FILED
in the Office of the
Secretary of State of Texas
DEC 02 1998
Corporations Section
ARTICLES OF MERGER
OF
SUMMIT TECHNOLOGIES, INC.
(Terminating Domestic Corporation)
AND
SUMMIT ENVIRONMENTAL CORPORATION, INC.
(Surviving Domestic Corporation)
To the Secretary of State
State of Texas
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the domestic corporations herein named do hereby adopt the
following articles of merger:
FIRST: The names of the constituent corporations are SUMMIT
TECHNOLOGIES, INC. (the terminating domestic corporation) and SUMMIT
ENVIRONMENTAL CORPORATION, INC. (the surviving domestic corporation), both of
which are business corporations organized under the laws of the State of Texas
and are subject to the provisions of the Texas Business Corporation Act.
SECOND: a. A plan of merger has been approved pursuant to
Section 5.03 of the Texas Business Corporation Act.
b. The articles of incorporation of the surviving corporation
as in force and effect upon the effective date of the merger in the jurisdiction
of its organization shall be the articles of incorporation of said surviving
corporation.
c. An executed plan of merger is on file at the principal
place of business of the surviving domestic corporation, the address of which is
Suite 7, 414 East Loop 281, Longview, TX 75605.
d. A copy of the plan of merger will be furnished by the
surviving corporation upon written request and without cost to any shareholder
of each domestic corporation that is a party to the merger.
Exhibit 3.1
Page 2 of 3 Pages
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THIRD: The number of shares of SUMMIT TECHNOLOGIES, INC. which were
outstanding at the time of the approval of the Plan of Merger by its
shareholders is 5,810,840, all of which are of one class.
FOURTH: The number of the aforesaid outstanding shares which were voted
for the Plan of Merger is 5,364,440, and the number of said shares which were
voted against the same is -0-.
FIFTH: The number of shares of SUMMIT ENVIRONMENTAL CORPORATION, INC.
which were outstanding at the time of the approval of the Plan of Merger by its
shareholders is 750,000, all of which are of one class.
SIXTH: The number of the aforesaid outstanding shares which were voted
for the Plan of Merger is 750,000, and the number of said shares which were
voted against the same is none.
SEVENTH: SUMMIT ENVIRONMENTAL CORPORATION, INC. will continue to exist
as the surviving corporation under its present name pursuant to the provisions
of the Texas Business Corporation Act.
EIGHTH: SUMMIT ENVIRONMENTAL CORPORATION, INC. hereby assumes all
franchise tax liability of SUMMIT TECHNOLOGIES, INC.
Executed on this 2nd day of December 1998.
SUMMIT TECHNOLOGIES, INC.
By /s/ B. Keith Parker
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B. Keith Parker, President
SUMMIT ENVIRONMENTAL CORPORATION,
INC.
By /s/ Albert L. Welsh
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Albert L. Welsh, President
Exhibit 3.1
Page 3 of 3 Pages
