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
October 27, 2000
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(Date of Report)
Americas Power Partners, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 000-2498 05-0499526
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
710 North York Road
Hinsdale, Illinois 60521
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(Address of Principal Executive Offices)
(630) 325-9111
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(Registrant's Telephone Number, Including Area Code)
105 East First
Suite 101
Hinsdale, Illinois 60521
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Material Events.
Americas Power Partners, Inc. (the "Company") has determined to delay the filing
of its Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000.
The Company plans to adopt an equity incentive plan under which stock options
previously granted to the certain of its directors, officers, employees and
consultants will be canceled and replaced by new stock options. The new stock
options will provide for an exercise price at least equal to the fair market
value of the Company's Common Stock as of the date of grant. The replacement
options are being granted for the purpose of reducing or eliminating a potential
and substantial non-cash accounting charge incurred in the Company's fiscal
years ended June 30, 2000 and 1999 in connection with the grant of stock options
in each of those years. To the extent that option holders agree to exchange
their existing options for options under the equity incentive plan, the Company
believes the aforementioned potential accounting charge can be reduced or
eliminated. The Company is in the process of obtaining the consent of each
holder of the previously issued options in order to cancel and replace that
holder's options.
In addition, the Board of Directors of the Company has authorized a special
committee to conduct a review of certain past transactions involving the Company
to confirm that the transactions were properly authorized and accounted for and
reported in an appropriate manner. The special committee consists of Thomas
Casten, the Company's recently-hired Chairman and Chief Executive Officer,
Raymond Weber, the Company's recently-hired Chief Financial Officer, and Douglas
V. Bloss, a representative of Armstrong International, Inc., one of the
Company's principal stockholders. The Board of Directors has granted the special
committee full authority to conduct its review and to implement any changes in
the Company's financial reporting or securities law disclosure policies the
special committee determines are necessary or appropriate.
The Company expects to file its Annual Report promptly after the adoption of its
new equity incentive plan and the completion of the special committee's review.
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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.
Dated: October 27, 2000 AMERICAS POWER PARTNERS, INC.
By_____________________________
Tom F. Perles
Chief Accounting Officer
