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) February 20, 1997
Consumat Environmental Systems, Inc.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation)
0-9253 54-0720128
(Commission file number) (IRS Employer Identification No.)
8407 Erle Road, Mechanicsville, Virginia 23116
and
Post Office Box 9379, Richmond, Virginia 23227
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 746-4120
<PAGE>
Item 5. Other Events
A Special Meeting of Shareholders of Reorganized Consumat Systems, Inc.
was held on December 12, 1996, to consider five proposals, all of which were
approved by the shareholders. The first proposal concerned a change of the
Company name to Consumat Environmental Services, Inc. The second proposal
concerned an increase of the authorized capital stock of the Company to
25,000,000 shares of common stock and 5,000,000 shares of preferred stock. The
third proposal concerned the removal from the Company's articles of
incorporation of the prohibition against the issuance of nonvoting equity
securities. The fourth proposal concerned adding a provision in the Company's
articles of incorporation to lower the voting requirements necessary for
shareholder approval of certain significant corporate actions. The final
proposal concerned the ratification of the Company's selection of KPMG Peat
Marwick, LLP as auditors for the current fiscal year. This selection was
previously reported on the Company's Form 8-K dated October 18, 1996.
On February 20, 1997 the Company announced that its Board of Directors
had elected Peter T. Socha as a Director and Chairman of the Board to be
effective January 1, 1997. Mr. Socha's primary responsibility will be strategic
planning, acquisitions and capital structure/dividend policy. Mr. Socha
previously served as a Vice President of Sirrom Capital Corporation in
Nashville, Tennessee.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c.) Exhibits:
Exhibit Number Description
99(a) Press Release dated December 13, 1996
99(b) Press Release dated February 20, 1997
<PAGE>
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 thereunto duly authorized.
Consumat Environmental Systems, Inc.
(Registrant)
Date: February 20, 1997 /s/ Robert L. Massey
---------------------------
Robert L. Massey
Chief Executive Officer
Date: February 20, 1997 /s/ Mark E. Hills
---------------------------
Mark E. Hills
Chief Accounting Officer
CONSUMAT
ENVIRONMENTAL SYSTEMS, INC.
FOR IMMEDIATE RELEASE. . . . . . . . . . . . . . . . . . . . . December 13, 1996
Richmond, Virginia. . . . . . . . . . . . . . . . . . . . .Contact:Mark E. Hills
804/746-4120
Consumat Systems, Inc. (NASDAQ Bulletin Board:CSMT), announced today
that the Company name was changed to Consumat Environmental Systems, Inc.
effective December 12, 1996. The Company reported that the name change was
approved at a Special Meeting of Shareholders held on December 12, 1996. In
addition to the name change, the Shareholders approved an increase in authorized
shares of the Company to 25,000,000 shares of Common Stock and 5,000,000 shares
of Preferred Stock.
Also, the Company Board's selection of KPMG Peat Marwick, LLP as the
Company's auditors was ratified by the Shareholders.
Consumat Systems is the Richmond, Virginia based Company which designs
and manufactures incineration and air pollution control equipment.
CONSUMAT
ENVIRONMENTAL SYSTEMS, INC.
FOR IMMEDIATE RELEASE. . . . . . . . . . . . . . . . . . . . .February 20, 1997
Richmond, Virginia. . . . . . . . . . . . . . . . . . Contact:Robert L. Massey
804/746-4120
Peter T. Socha
757/220-2057
Consumat Environmental Systems, Inc. (NASDAQ Bulletin Board:CSMT),
announced today that its Board of Directors has elected Peter T. Socha, of
Williamsburg, Virginia, as a Director and Chairman of the Board. In his position
as Chairman of the Board, Mr. Socha's primary responsibilities will be strategic
planning, acquisitions and capital structure/dividend policy. Mr. Socha
previously served as a Vice President of Sirrom Capital Corporation in
Nashville, Tennessee(NASDAQ/NM:SROM).
Sirrom provided $1,500,000 in financing to the Company during 1995 and
1996. This financing allowed the Company to successfully emerge from Chapter 11
bankruptcy proceedings with a well capitalized balance sheet. As part of the
financing, Sirrom received warrants to purchase 250,000 shares of common stock
in the Company.
Mr. Socha will receive a nominal salary of $1.00 and options to
purchase common stock in the Company. The options will vest upon the earlier of:
(a) primary earnings-per-share of twice the 1996 level; or (b) pre-tax earnings
of $2,000,000.
Also, the Company announced that during the second half of 1996 a
concentrated sales & marketing effort was begun in the United States, Latin
America and Asia. The cost of this effort will have a negative impact on 1996
and 1997 earnings. Since this sales & marketing program began, the Company has
signed new sales agreements with representatives in the United States
(Pennsylvania), in Taiwan and in Turkey. In addition, it is anticipated that new
sales representation will be established in Korea and Thailand, as well as other
areas of the United States, in the near future. Representation in Latin America
will be established during the second half of 1997. Robert L. Massey, President
and Chief Executive Officer of Consumat, commented: "Most people do not realize
that during our 36 year history, Consumat has sold more than 5,000 units in all
50 states and more than 55 countries worldwide. We have a product line that is
already well accepted on the world market. Fortunately, we can now market these
products in an aggressive and direct manner. We intend to look for acquisitions
that will complement these distribution channels."
Consumat Environmental Systems, based in Richmond, Virginia, designs
and manufactures capital equipment to serve the medical, industrial and
municipal solid waste industries.
