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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) December 26, 2000
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STAR SERVICES GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-28779 65-0893224
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2075 North Powerline Road, Pompano Beach, Florida, 33069
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 974-3800
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 26, 2000, Star Services Group, Inc. (the "Company")
consummated the acquisition of specified assets of Peerless Big Apple, Inc.
("Big Apple"), Peerless Miami Avenue, Inc. ("Miami Avenue") and Peerless Dade,
Inc. ("Dade"), each of which is a Florida corporation (Big Apple, Miami Avenue
and Dade are hereinafter occasionally referred to as the "Peerless Entities").
The Company intends to own and manage the acquired assets through its
wholly-owned subsidiary Delta Dade Recycling Corp. The Peerless Entities engaged
in the business of (a) collecting, hauling, recycling, and depositing
construction and demolition debris in the Miami/Dade County Florida area, (b)
operating a construction and demolition debris transfer station in Miami,
Florida, (c) owning and operating a construction and demolition debris materials
recovery facility in Miami, Florida, and (d) managing a portable toilet business
(collectively referred to as the "Business").
The purchase price for the assets consists of (i) 1,595,000 shares of
the common stock of the Company issuable to the Peerless Entities and/or its
individual shareholders; (ii) delivery of the Company's promissory note in the
amount of $630,850.50 to Dade, payable in 48 monthly installments of $16,000
each, including interest at the rate of 10% per year; and (iii) the Company's
assumption of approximately $1,900,000 of the Peerless Entities' liabilities
(the payment of $1,000,000 of which is secured by the Company's pledge of
500,000 shares of common stock).
Commencing at the closing, the Company has leased from Dade the 20
acres in Miami-Dade County, Florida, on which it operates its materials recovery
facility, for a period of 48 months at a lease rate of $9,000 per month (plus
all applicable Florida state sales tax and all utilities associated with the
operation of the materials recovery facility). During the term of the lease, the
Company must make available to Dade, and Dade must collect, all of the Company's
recovered screen materials and concrete from its operation of the Dade materials
recovery facility. The Company has also granted NAMCO Metals Management, Inc., a
corporation affiliated with Dade ("NAMCO"), an exclusive right of first refusal
to purchase all ferrous metals recovered by the Company during its operation of
the Dade materials recovery facility and all ferrous metals recovered or
recycled by the Company at any of its transfer stations or materials recovery
facilities in Miami-Dade, Broward, Palm Beach or Collier Counties, Florida.
Following the closing, the owners of the Peerless Entities will retain control
over their scrap steel shredding business, as well as the ownership of over 400
acres of commercial real estate in Miami-Dade County, Florida.
Since October 15, 2000 the Company and the Peerless Entities were
parties to an Operating and Management Agreement ("O&M Agreement") under which
the Company managed the operations of the Business of the Peerless Entities.
Under the O&M Agreement, the Company received all of the revenue generated by
the Business and was responsible for the payment of all of the expenses of the
Business. The O&M Agreement was terminated effective at the closing.
The Asset Purchase Agreements also include covenants restricting
certain shareholders of Dade from engaging in specified competing activities for
periods of between three and five years. Effective at the closing, the Company
and NAMCO entered into a Right of First Refusal Agreement
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under which the Company is to issue 5,000 shares of its common stock to the
shareholders of NAMCO, in consideration for which such shareholders will grant
the Company a right of first refusal to purchase all of their stock of NAMCO for
a period of 48 months. The Company has not yet determined whether it will
exercise the right of first refusal.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements for the periods specified in Rule 3-05(b)
of Regulation S-X shall be filed by amendment within 60 days
of the date of this filing.
(b) Pro Forma Financial Information required pursuant to Article
11 of Regulation S-X shall be filed by amendment within 60
days of the date of this filing.
(c) Exhibits:
99.1 Asset Purchase Agreement dated September 26, 2000
between Star Services Group, Inc. and Peerless Big
Apple, Inc. (1)
99.2 Asset Purchase Agreement dated September 26, 2000
between Star Services Group, Inc. and Peerless Miami
Avenue, Inc. (2)
99.3 Asset Purchase Agreement dated September 26, 2000,
between Star Services Group, Inc. and Peerless Dade,
Inc. (3)
99.4 Lease Agreement between Star Services Group, Inc. and
Peerless Dade, Inc. (4)
99.5 Right of First Refusal Agreement between Star
Services Group, Inc. and NAMCO Metals Management,
Inc. (5)
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(1) Incorporated by reference to Exhibit 10.1 of the Company's Current Report
on Form 8-K filed on October 20, 2000.
(2) Incorporated by reference to Exhibit 10.2 of the Company's Current Report
on Form 8-K filed on October 20, 2000.
(3) Incorporated by reference to Exhibit 10.3 of the Company's Current Report
on Form 8-K filed on October 20, 2000.
(4) Incorporated by reference to Exhibit 10.6 of the Company's Current Report
on Form 8-K filed on October 20, 2000.
(5) Incorporated by reference to Exhibit 10.8 of the Company's Current Report
on Form 8-K filed on October 20, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Star Services Group, Inc. has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STAR SERVICES GROUP, INC.
By: /s/ Patrick F. Marzano
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Name: Patrick F. Marzano
Title: President
Dated: January 10, 2001
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