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) October 21, 1999
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GEOTEC THERMAL GENERATORS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26315 59-3357040
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
5956 N.W. 63rd Way, Parkland, Florida 33067
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 340-4694
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Kennsington Capital and Equity Corp.
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162 E. Riverbend Drive, Altamont Springs, FL 32779
(Former name or former address, if changed since last report)
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ITEM 1. Changes in Control of Registrant
ITEM 2. Acquisition or Disposition of Assets
ITEM 5. Other Items
On October 21, 1999, Kennsington Capital and Equity Corporation
completed the acquisition of Geotec Thermal Generators, Inc. under an agreement
dated as of October 1, 1999. As part of the acquisition, the shareholders of
Geotec acquired 18,714,775 shares of Kennsington's common stock in exchange for
all of the capital stock of Geotec. As a result of this transaction, the
shareholders of Geotec received 18,714,775 approximately 90.3% of the total
outstanding common stock of Kennsington, and at the completion of the
transaction there were 20,714,775 shares of common stock of Kennsington issued
and outstanding. The exchange of the consideration involved resulted from
arms-length bargaining, and there was no previous relationship between
Kennsington and Geotec or its shareholders. Prior to the completion of the
acquisition, on November 1, 1999, Kennsington had completed a two-for-one
forward stock split of its outstanding common stock. On November 5, 1999, Geotec
was merged into Kennsington and Kennsington changed its name to Geotec Thermal
Generators, Inc. as part of the merger of its subsidiary into itself.
Following the acquisition, Kennsington changed its name to Geotec
Thermal Generators, Inc. and its new trading symbol is "GTEC." The new officers
and directors of Geotec Thermal Generators, Inc. (i.e., Kennsington as renamed)
are as follows:
Name Position
---- --------
Dan Pepe Chairman and President
W. Richard Lueck Chief Executive Officer, Secretary
and Director
Albert O. Banahene Vice President and Chief Petroleum Engineer
BUSINESS DESCRIPTION
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Geotec was incorporated in the State of Florida in January 1998 to
provide high-technology oil and gas treatment services to various wells located
throughout the United States, Canada, Central and South America. Geotec has
obtained an exclusive license to provide proprietary PGDBK Gas GeneratorsTM
("Generators" or "Units") and related treatment technology and services to
companies throughout these territories. Geotec brings to North, South and
Central America the PGDBK technology which was developed by the former Soviet
Union Military Research and Production Facility, NPO ALTAI, for the Ministry of
Geology, USSR. This technology is designed to produce a thermo-chemical
treatment of oil and gas wells, restoring and increasing output capacities. NPO
ALTAI, has been developing and manufacturing these generators since the 1970s,
refining the technology and making them suitable for diverse
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geological conditions. The Gas Generators are successfully being used in Russia,
C.I.F., Ukraine, Uzbekinstan, Kaxakhstan, Turkmenistan, Vietman, India, and have
been tested in the La-Chen oil basin, in China since 1992. Based on this
extensive testing, NPO ALTAI has an agreement for use of the Gas Generators
throughout China.
We believe this technology is superior to conventional stimulation
methods, especially when treating fluid sensitive, thin layered, stratified
reservoirs with high wellbore damage. The best after treatment performance is
observed in wells with high reservoir pressure, high hydrocarbon saturation with
deteriorated performance due to paraffin, poor drilling, completion and
production practices. The primary treatment of wells is very effective as such
treatments ensure higher productivity and longer production time by
substantially increasing the permeability over other methods.
The PGDBK can be used to treat reservoirs of diverse geological
conditions. It is designed to treat carbonates, limestone, sandstone and
dolomite. Generally treatments have been performed in fractured limestone,
consolidated sandstone and dolomites. Reservoirs with combinations of these
sedimentary rocks have also been successfully treated with this technology. The
technology is based on a firm scientific foundation of a facility with expertise
in pyrotechnics. This technology has been successfully applied to over 30,000
wells. The PDGBK has successfully been applied to the exploitation of coal bed
methane and its application in such resources in the western United States would
be economically viable. The technology can also be applied in injection,
disposal, and water wells.
Geotec has obtained an exclusive ten-year technology agreement with NPO
ALTAI, with a ten-year renewal option for all territories located in North,
Central and South America. Geotec has begun extensive market development in
these regions, and plans to implement several sales beginning in December, 1999.
Geotec has signed service agreements with Ramco Energy Corporation of Florida,
Comanche Energy of Texas, Bear Energy of Kansas and a Kansas Consortium
Agreement representing up to 40 well operators to begin treating several
thousand wells throughout their respective regions.
ITEM 7. Financial Exhibits, Pro Forma Financial Information And Exhibits.
(a) Financial Statements and Pro Forma Financial Information
(i) and (ii) As of the date of filing the Current Report on
Form 8-K, it is impracticable for the Company to provide the financial
statements and pro forma financial information required by this Item 7. In
accordance with the Item 7(a)(4) of Form 8-K, such financial statements and pro
forma financial information will be filed by amendment to this Form 8-K no later
than 60 days after the date hereof.
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(b) Exhibits.
(1) Agreement for the Exchange of Common Stock
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned herein duly authorized.
GEOTEC THERMAL GENERATORS, INC.
By: /s/ Richard Lueck
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Richard Lueck, Chief Executive Officer
Dated: November 30, 1999
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THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 21st day of October, 1999, by and among Kensington Capital
and Equity Corp., a Florida corporation, (the "ISSUER"), and the shareholders
(the "Shareholders") of Geotec Thermal Generators, Inc. ("GTG").
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to the Shareholders 18,714,775 shares of
ISSUER's restricted common stock (the "Shares"), in exchange for 100% of the
issued and outstanding shares of GTC, such that GTC shall become a wholly-owned
subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
the Shareholders and GTC the following:
i. Organization. ISSUER is a corporation duly organized,
validly existing, and in good standing under the laws of Florida, and has all
necessary corporate powers to own properties and carry on a business, and is
duly qualified to do business and is in good standing in Florida. All actions
taken by the Incorporators, directors and shareholders of ISSUER have been valid
and in accordance with the laws of the State of Florida.
ii. Capital. The authorized capital stock of ISSUER consists
of 50,000,000 shares of common stock, $0.001 par value currently, of which,
prior to the issuance of shares hereunder, there will be 2,000,000 shares issued
and outstanding. All such outstanding shares shall be fully paid and non
assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At closing, there will
be no outstanding
KCEC Stock Exchange Agreement, Page 1
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subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating ISSUER to issue or to transfer from
treasury any additional shares of its capital stock. None of the outstanding
shares of ISSUER are subject to any stock restriction agreements. All of the
shareholders of ISSUER have valid title to such shares and acquired their shares
in a lawful transaction and in accordance with the laws of Florida.
iii. Reporting Company and OTC Bulletin Board Listing. The
Company has filed a Form 10-SB Registration Statement which has been declared
effective with the United States Securities and Exchange Commission. The Company
is current with all its filings with the SEC. The Company is a currently listed
on the OTC Electronic Bulletin Board with the following trading symbol: KCEC.
iv. Financial Statements. The ISSUER's filings with the SEC
contain audited and unaudited Financial Statements of the ISSUER. The financial
statements have been prepared in accordance with generally accepted accounting
principles consistently followed by ISSUER throughout the periods indicated, and
fairly present the financial position of ISSUER as of the date of the financial
statements.
v. Absence of Changes. At Closing, since the date of the
financial statements, there has not been any change in the financial condition
or operations of ISSUER, except changes in the ordinary course of business,
which changes have not in the aggregate been materially adverse.
vi. Assets and Liabilities. ISSUER does not have any debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not reflected on the
ISSUERS' financial statement. ISSUER is not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving ISSUER or its common stock.
There is no dispute of any kind between ISSUER and any third party, and no such
dispute will exist at the closing of this Agreement. At closing, ISSUER will be
free from any and all liabilities, liens, claims and/or commitments.
vii. Ability to Carry Out Obligations. ISSUER has the right,
power, and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by ISSUER and the
performance by ISSUER of its obligations hereunder will not cause, constitute,
or conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under any license, indenture, mortgage,
charter, instrument, articles of incorporation, bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which they may
be bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would cause ISSUER to be liable to any
party, or (c) an event that would result in the creation or imposition or any
lien, charge or encumbrance on any asset of ISSUER or upon the securities of
ISSUER to be acquired by SHAREHOLDERS.
viii. Full Disclosure. None of representations and warranties
made by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains
KCEC Stock Exchange Agreement, Page 2
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or will contain any untrue statement of a material fact, or omit any material
fact the omission of which would be misleading.
ix. Contract and Leases. ISSUER is not currently carrying on
any business and is not a party to any contract, agreement or lease. No person
holds a power of attorney from ISSUER.
x. Compliance with Laws. To the best of its knowledge, ISSUER
has complied with, and is not in violation of any federal, state, or local
statute, law, and/or regulation.
xi. Litigation. ISSUER is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the ISSUER, there
is no basis for any such action or proceeding and no such action or proceeding
is threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
xii. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1) sell, pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any liabilities,
(5) acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third party, or (6) enter into any other transaction.
xiii. Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all material respects, will be
attached to and made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
xiv. Documents. All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of Florida.
xv. Title. The Shares to be issued pursuant to nthis Agreement
will be, at closing, free and clear of all liens, security interests, pledges,
charges, claims, encumbrances and restrictions of any kind. None of such Shares
are or will be subject to any voting trust or agreement. No person holds or has
the right to receive any proxy or similar instrument with respect to such
shares, except as provided in this Agreement, the ISSUER is not a party to any
agreement which offers or grants to any person the right to purchase or acquire
any of the securities to be issued pursuant to this Agreement. There is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the issuance of the Shares, impair, restrict or delay any voting
rights with respect to the Shares.
KCEC Stock Exchange Agreement, Page 3
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3. SHAREHOLDERS represent and warrant to ISSUER the following:
i. Organization. GTG is a corporation duly organized, validly
existing, and in good standing under their respective state laws of
incorporation and have all necessary corporate powers to own properties and
carry on a business, and is duly qualified to do business and is in good
standing in Florida. All actions taken by the Incorporators, directors and
shareholders of GTG have been valid and in accordance with their respective
state laws of incorporation.
ii. Counsel. SHAREHOLDERS represent and warrant that prior to
Closing, it has been represented by independent counsel.
4. INVESTMENT INTENT. SHAREHOLDERS are acquiring the Shares for its own
account for purposes of investment and without expectation, desire, or need for
resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
5. CLOSING. The closing of this transaction shall take place at the law
offices of Eric P. Littman, 7695 S.W. 104th Street, Suite 210, Miami, Florida.
33156. Unless the closing of this transaction takes place on or before November
1, 1999, then either party may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i.. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of
a certificate or certificates for the Shares to be issued pursuant to this
Agreement.
(2) The resignation of the current officers and directors
of ISSUER.
(3) A Board of Directors resolution appointing such person
as GTG designate as a director(s) of ISSUER.
(4) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts.
KCEC Stock Exchange Agreement, Page 4
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ii. SHAREHOLDERS.
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(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 100% of the issued and outstanding stock of GTG.
7. MISCELLANEOUS.
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i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
ii. No oral Change. This Agreement and any provision hereof,
may not be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.
iii. This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Florida, If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of
Miami-Dade County, Florida. In the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal therefrom, it
is agreed that the prevailing party shall be entitled to reasonable attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.
iv. Non Waiver. Except as otherwise expressly provided herein,
no waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (I) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
v. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
vi. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
KCEC Stock Exchange Agreement, Page 5
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vii. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
viii. Notices All notices requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Eric P. Littman, Esquire
7695 S.W. 104th Street
Suite 210
Miami, Florida 33156
SHAREHOLDERS: GEOTEC THERMAL GENERATORS, INC.
5956 NW 63RD WAY
PARKLAND, FLORIDA 33067
IN WITNESS WHEREOF, the undersigned has executed this Agreement on October 21,
1999.
Kensington Capital and Equity Corp. Geotec Thermal Genenators, Inc.
By: /s/ Roy Meadows By: /s/ Richard Lueck
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Roy Meadows, President Richard Lueck, CEO
KCEC Stock Exchange Agreement, Page 6
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GEOTEC THERMAL GENERATORS, INC. SHAREHOLDERS
KCEC Stock Exchange Agreement, Page 7
