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): April 10, 1996
KINARK CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware 1-3920
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7060 South Yale Avenue, Tulsa, OK 74136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 494-0964
N/A
(Former name or former address, if changed since last report.)
(Page 1 of 5 pages. Exhibit index appears on page 4.)<PAGE>
ITEM 5. OTHER EVENTS.
Kinark Corporation (the "Registrant") announced in a press release dated
April 10, 1996, that it was withdrawing a rights offering previously announced
in October 1995. As disclosed in a registration statement filed with the
Securities and Exchange Commission in September 1995, Registrant planned to
offer three nontransferable rights for each two shares of common stock held,
with each right entitling the holder to purchase one share of Registrant's
common stock. Registrant planned to use the proceeds of the rights offering to
finance the acquisition of Rogers Galvanizing Company, to pay the related fees
and expenses and for general corporate purposes.
Other possible sources of financing for the acquisition of all or a
majority portion of the outstanding capital stock of Rogers Galvanizing
Company, including the possibility of a private placement of Registrant's
common stock, were also evaluated. As a result, Registrant completed a private
placement of its common stock in January 1996 and acquired 68.9% of the
outstanding stock of Rogers Galvanizing Company with the proceeds of the
private placement in transactions in February and March 1996.
Registrant is currently evaluating options to raise additional funds to
offer to acquire the remaining capital stock of Rogers Galvanizing Company,
which options include a new rights offering to its stockholders during the
second quarter of 1996. Registrant has not filed a registration statement
relating to a new rights offering and no securities will be sold or offers
accepted prior to the time the registration statement is filed and becomes
effective.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
99.1. Press Release dated April 10, 1996, regarding withdrawal of
Registrant's rights offering previously announced in
October 1995.
<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 hereunto duly authorized.
KINARK CORPORATION
By: /s/ Paul R. Chastain
Paul R. Chastain
Vice-President and
Chief Financial Officer
Dated: May 8, 1996
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
99.1 Press Release dated April 10, 1996,
regarding withdrawal of Registrant's
rights offering previously announced
in October 1995 5
EXHIBIT 99.1
Kinark Corporation News Release
News For Release: April 10, 1996
Contact: Carolyn A. Fredrich
Kinark Corporation
(918) 494-0964
KINARK CORPORATION ANNOUNCES WITHDRAWAL OF RIGHTS OFFERING
TULSA, OKLAHOMA - Kinark Corporation (AMEX:KIN) announced today that it is
withdrawing a rights offering to its stockholders previously announced in
October 1995. As disclosed in a Registration Statement filed with the
Securities and Exchange Commission in September 1995, the Company planned to
offer three nontransferable rights for each two shares common stock held, with
each right entitling the holder to purchase one share of the Company's common
stock. Kinark planned to use the proceeds of the rights offering to finance
the acquisition of Rogers Galvanizing Company, to pay the related fees and
expenses and for general corporate purposes.
Other possible sources of financing for the acquisition of all or a
majority portion of the outstanding capital stock of Rogers, including the
possibility of a private placement of Kinark's common stock, were also
evaluated. As a result, in January 1996, Kinark completed a private placement
of its common stock by issuing 2,279,038 shares with gross proceeds of
$5,697,595. Kinark acquired 68.9% of the outstanding stock of Rogers with the
proceeds of the private placement, in transactions in February and March 1996.
Kinark is currently evaluating options to raise additional funds to offer
to acquire the remaining capital stock of Rogers, which options include a new
rights offering to its stockholders during the second quarter of 1996. Kinark
has not filed a registration statement relating to a new rights offering and no
securities will be sold or offers accepted prior to the time a registration
statement is filed and becomes effective.
KINARK CORPORATION, with corporate headquarters in Tulsa, provides metals
corrosion protection for industrial/commercial construction with galvanizing
plants in Denver, Houston, Louisville, Nashville, St. Louis and Hurst
(Dallas/Ft. Worth), Texas and operates chemical storage facilities in Chicago.
Rogers operates four galvanizing plants in Tulsa and one in Kansas City.
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