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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): October 1, 1996
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Commodore Environmental Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10054 87-0275043
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 East 58th Street, Suite 3400
New York, New York 10155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
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CURRENT REPORT ON FORM 8-K
COMMODORE ENVIRONMENTAL SERVICES, INC.
October 1, 1996
Item 2. Acquisition or Disposition of Assets.
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Acquisition of Advanced Sciences, Inc.
On September 27, 1996, Commodore Applied Technologies, Inc., a Delaware
corporation ("Applied"), a 72.3%-owned subsidiary of Commodore Environmental
Services, Inc., a Delaware corporation ("Commodore"), completed the acquisition
of 236,300 shares of common stock, no par value (the "Sciences Common Stock"),
of Advanced Sciences, Inc., a New Mexico corporation ("Sciences"), representing
all of the issued and outstanding shares of capital stock of Sciences, by merger
of Applied's wholly-owned subsidiary, CXI-ASI Acquisition Corp., a New Mexico
corporation ("CXI-ASI"), with and into Sciences (the "Sciences Acquisition").
Sciences, together with its subsidiaries, provides a full range of environmental
and technical services, including identification, investigation, remediation and
management of hazardous and mixed waste sites, to government agencies, including
the U.S. Departments of Defense and Energy, and private companies in the United
States and abroad. Pursuant to an Agreement and Plan of Merger, dated as of
September 11, 1996 (the "Sciences Merger Agreement"), among Applied, CXI-ASI,
Sciences, and the holders of all of the issued and outstanding shares of capital
stock of Sciences, to wit, Sabino Olivas, as Trustee of the Irrevocable Trust
for the Benefit of the Children of Ed L. Romero and Tanna Romero, Sabino Olivas
as Trustee of the Sarah Terese Sneddon Irrevocable Trust, Sabino Olivas as
Trustee of the Andrea Lopez-Guerra Irrevocable Trust, Sabino Olivas as Trustee
of the Camila Lopez-Guerra Irrevocable Trust, Sabino Olivas as Trustee of the
Nicolas Lopez-Guerra Irrevocable Trust, Sabino Olivas as Trustee of the Edward
Adam Romero Irrevocable Trust, Ed L. Romero, individually, Tanna Romero,
individually, Ed L. and Tanna Romero, as Trustees of the Ed and Tanna Romero
Revocable Trust, Donald T. Morgan and Betty D. Morgan (collectively, the
"Sciences Shareholders"), the Sciences Shareholders received in consideration
for each of their shares of Sciences Common Stock the right to receive
1.904358865 newly-issued shares of common stock, par value $.001 per share, of
Applied (the "Applied Common Stock") upon surrender of certificates formerly
representing shares of Sciences Common Stock, so that when all outstanding
shares of Sciences Common Stock are surrendered, an aggregate of 450,000 shares
of Applied Common Stock (the "Sciences Merger Consideration") will be issued to
Sciences Shareholders in consideration therefor. The Sciences Merger
Consideration will represent approximately 2.1% of the issued and outstanding
shares of Applied Common Stock after giving effect to the Sciences Acquisition
(but without giving effect to the ASE Acquisition described below). The Sciences
Merger Consideration was determined as a result of arm's-length negotiation
among the parties to the Sciences Merger Agreement.
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Acquisition of A.S. Environmental, Inc.
On September 27, 1996, Applied also completed the acquisition of 1,000
shares of common stock, par value $.01 per share (the "ASE Common Stock"), of
A.S. Environmental, Inc., a Delaware corporation ("ASE"), representing all of
the issued and outstanding shares of capital stock of ASE, by merger of
Applied's wholly-owned subsidiary, CXI-ASE Acquisition Corp., a Delaware
corporation ("CXI-ASE"), with and into ASE (the "ASE Acquisition" and, together
with the Sciences Acquisition, the "Acquisitions"). ASE, a newly-formed entity
with no history of operations, had an option to purchase all of the outstanding
capital stock of Sciences and was acquired by Applied for the purpose of
enabling Applied to effect the Sciences Merger. Pursuant to an Agreement and
Plan of Merger, dated as of September 11, 1996 (the "ASE Merger Agreement"),
among Applied, CXI-ASE, ASE, and the holders of all of the issued and
outstanding shares of capital stock of ASE, to wit, First Financial Alliance
Partners, Inc., Tom J. Fatjo, Jr., Tom J. Fatjo III and Alan B. Harp
(collectively, the "ASE Shareholders"), the ASE Shareholders received in
consideration for each of their shares of ASE Common Stock the right to receive
450 newly-issued shares of Applied Common Stock upon surrender of certificates
formerly representing shares of ASE Common Stock, so that when all outstanding
shares of ASE Common Stock are surrendered, an aggregate of 450,000 shares of
Applied Common Stock (the "ASE Merger Consideration") will be issued to ASE
Shareholders in consideration therefor. The ASE Merger Consideration will
represent approximately 2.1% of the issued and outstanding shares of Applied
Common Stock after giving effect to the ASE Acquisition (but without giving
effect to the Sciences Acquisition described above). The ASE Merger
Consideration was determined as a result of arm's-length negotiation among the
parties to the ASE Merger Agreement.
In connection with the Acquisitions, Applied entered into a
registration rights agreement with each of the Sciences Shareholders and ASE
Shareholders, pursuant to which such shareholders were granted "piggyback"
registration rights for a period of two years, commencing on the closing date of
the Acquisitions, and are entitled to include their respective shares of Applied
Common Stock in a future underwritten public offering of Applied's equity
securities pursuant to a registration statement filed by Applied under the
Securities Act of 1933, as amended (other than a registration statement on Form
S-4 or Form S-8), subject to a managing underwriter's right to limit or preclude
any such participation that it believes would materially adversely affect the
offering being registered.
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Certain Effects of the Acquisitions
By virtue of acquiring all of the issued and outstanding capital stock
of Sciences and ASE, each of such companies became a wholly-owned subsidiary of
Applied and, by virtue of Commodore's 72.3% equity interest in Applied, each of
Sciences and ASE became indirect subsidiaries of Commodore. In addition, as a
result of the Acquisitions, the Board of Directors of Applied was enlarged and
Tom J. Fatjo, Jr., the former President of ASE, and Ed L. Romero, the former
President of Sciences, were or had previously been elected to serve as directors
of Applied.
The Acquisitions will be accounted for under the purchase method of
accounting.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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Advanced Sciences, Inc.
In accordance with Item 7(a)(4), the financial statements of
Advanced Sciences, Inc. shall be provided not later than 60 days after the date
hereof.
A.S. Environmental, Inc.
In accordance with Item 7(a)(4), the financial statements of
A.S. Environmental, Inc. shall be provided not later than 60 days after the date
hereof.
(b) Pro Forma Financial Information.
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In accordance with Item 7(b)(2), the pro forma financial
information shall be provided not later than 60 days after the date hereof.
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(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of September
11, 1996, among Commodore, CXI-ASI, Sciences, and the
Sciences Shareholders.(*)
2.2 Agreement and Plan of Merger, dated as of September
11, 1996, among Commodore, CXI-ASE, ASE, and the ASE
Shareholders.(*)
10.1 Registration Rights Agreement, dated September 27,
1996, among Commodore, CXI-ASI, Sciences, and the
Sciences Shareholders.(*)
10.2 Registration Rights Agreement, dated September 27,
1996, among Commodore, CXI-ASE, ASE, and the ASE
Shareholders.(*)
10.3 Employment Agreement, dated as of October 1, 1996,
between Commodore and Thomas E. Noel.(*)
28.1 Press Release issued on September 11, 1996 announcing
Sciences Merger Agreement.(*)
28.2 Press Release issued on September 11, 1996 announcing
Employment Agreement with Thomas E. Noel.(*)
28.3 Press Release issued on September 30, 1996 announcing
the closing of the Acquisitions.(*)
(*) This Exhibit was filed with the Current Report on Form 8-K of
Commodore Applied Technologies, Inc. (Commission File No. 1-11871), dated
October 1, 1996, and is incorporated by reference into this Current Report on
Form 8-K in its entirety as if set forth herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMMODORE ENVIRONMENTAL SERVICES, INC.
Date: October 1, 1996. By: /s/ Andrew P. Oddi
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Andrew P. Oddi
Chief Financial Officer
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