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): MARCH 6, 2000
COMMODORE ENVIRONMENTAL SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-10054 87-0275043
-------- ------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
150 East 58th Street, Suite 3400
New York, New York 10155
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
CURRENT REPORT ON FORM 8-K
COMMODORE ENVIRONMENTAL SERVICES, INC.
MARCH 6, 2000
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On March 6, 2000, Commodore Environmental Services LLC, a Delaware limited
liability company (the "Company"), a wholly-owned subsidiary of Commodore
Environmental Services, Inc., a Delaware corporation ("COES"), consummated the
transfer of all of the outstanding shares of common stock, no par value (the
"Polymer Stock"), of Commodore Polymer Technologies, Inc., a Delaware
corporation ("Polymer"), to Blum Technology Trust ("BTT"), in consideration of
$1,588,902 (the "Consideration"). The transfer was effective as of March 6,
2000. Bentley J. Blum, Chairman, Chief Executive Officer and President of COES
and the owner of approximately 52% of the outstanding shares of COES common
stock, is also President of the Company, a director of Polymer, and the trustee
of BTT. The Consideration was determined as a result of good faith negotiation
among the parties to the transfer of the Polymer Stock, taking into
consideration Polymer's net worth of approximately $100,000.
The information set forth above is qualified in its entirety by reference
to the Agreement, dated March 6, 2000, by and among COES, BTT, and Bentley J.
Blum, a copy of which is attached hereto as Exhibit 99.1.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
-----------------------------------------------------------------
(a) Financial Statements of Business Acquired.
-----------------------------------------
Not applicable.
(b) Pro Forma Financial Information.
-------------------------------
In accordance with Item 7(b) of Form 8-K, the pro forma financial
information shall be provided not later than 60 days after the date on which
this Current Report is required to be filed.
(c) Exhibits.
--------
Exhibit No. Description
---------- -----------
99.1 Agreement, dated March 6, 2000, by and among
Commodore Environmental Services, Inc., a Delaware
corporation, Blum Technology Trust, and Bentley J.
Blum.
<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.
COMMODORE ENVIRONMENTAL SERVICES, INC.
Date: March 6, 2000 By:/s/ Andrew Oddi
--------------------------------------
Andrew Oddi
Vice President, Finance
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Agreement, dated March 6, 2000, by and among
Commodore Environmental Services, Inc., a Delaware
corporation, Blum Technology Trust, and Bentley J.
Blum.
AGREEMENT, dated March 6, 2000, by and between COMMODORE ENVIRONMENTAL
SERVICES, INC., a Delaware corporation, the ("Company"), and BLUM TECHNOLOGY
TRUST ("BTT") an entity for which BENTLEY J. BLUM is the trustee,
W I T N E S S E T H:
WHEREAS the Company owns 100% of Commodore Environmental Services, LLC
and
WHEREAS Commodore Environmental Services, LLC owns 100 shares of
Common Stock (the "Common Stock") of Commodore Polymer Technologies, Inc.
("Polymer"); and
WHEREAS the Company desires to sell to BTT, 100 shares of Polymer for a
purchase price of $1,588,902.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties agree as follows:
As of the date of hereof, the Company shall sell to BTT 100 shares of
Common Stock of Polymer for $1,588,902.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
COMMODORE ENVIRONMENTAL
SERVICES, INC.
By: /s/Jerry Karlik
-----------------------------
Jerry Karlik - Vice President
BLUM TECHNOLOGY TRUST
By: /s/Bentley J. Blum
-----------------------------
Bentley J. Blum - Trustee
