UNITED STATES
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
March 28, 2000
Date of Report (Date of earliest event reported)
SGI International
(Exact name of registrant as specified in its charter)
Utah 2-93124 33-0119035
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1200 Prospect Street, Suite 325, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
858/551-1090
Registrants telephone number including area code
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Item 5. Other Events.
SGI International ("SGI")and subsidiaries of AEI Resources, specifically,
Bluegrass Coal Development Company and Americoal Development Company have
amended effective March 28, 2000, (the "First Amendment") certain terms and
conditions of the Amended and Restated Acquisition Agreement (the "Acquisition
Agreement") between the parties, dated December 9, 1999. The First Amendment
essentially provides SGI with an extension of the March 31, 2000, date
to June 30, 2000, in which to satisfy various terms and conditions more fully
described in the Acquisition Agreement. All other terms and conditions of the
Acquisition Agreement remain in full force and effect. A copy of the First
Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 First Amendment to Amended And Restated Acquisition
Agreement Among SGI International, Bluegrass Coal
Development Company and Americoal Development
Company.(1)
-----------------
(1) Filed herewith.
2
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SIGNATURE
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.
SGI INTERNATIONAL
/s/ Michael L. Rose
- --------------------------------------
Michael L. Rose
President and Chief Executive Officer
3
FIRST AMENDMENT
TO
AMENDED AND RESTATED ACQUISITION AGREEMENT AMONG
SGI INTERNATIONAL, BLUEGRASS COAL DEVELOPMENT COMPANY
AND AMERICOAL DEVELOPMENT
COMPANY
This First Amendment to the Amended and Restated Acquisition Agreement
Among SGI International, Bluegrass Coal Development Company And Americoal
Development Company (the "First Amendment"), is entered into by and between SGI
International ("SGI"), Bluegrass Coal Development Company ("Bluegrass") and
Americoal Development Company ("Americoal") effective as of March 28, 2000 (the
"Effective Date"). The First Amendment amends in certain particulars the Amended
and Restated Acquisition Agreement Among SGI International, Bluegrass Coal
Development Company And Americoal Development Company (the "Acquisition
Agreement") that was entered into effective December 9, 1999. Bluegrass and
Americoal are hereafter referred to collectively as "Sellers".
RECITALS
A. The Acquisition Agreement provided Sellers with certain rights and
privileges in the event that certain conditions had not been satisfied by
March 31, 2000; and,
B. SGI has not satisfied all of the conditions that were required to be
fulfilled by March 31, 2000, but has made significant progress to their being
satisfied.
C. Based on that progress it is the expectation of SGI and Sellers that
those conditions can be satisfied if an extension of the March 31, 2000 date
to June 30, 2000 is provided by Sellers;
D. It is therefore the intent of the parties hereto to amend the March 31, 2000
date contained in the Acquisition Agreement and Exhibits thereto, such that the
"March 31, 2000" date shall be restated to be "June 30, 2000" with all other
terms and conditions of the Acquisition Agreement to remain in full force and
effect, subject to the performance by SGI of the terms and conditions of this
First Amendment.
AGREEMENT
NOW THEREFORE, in consideration of the covenants and conditions of this
Agreement the parties do hereby agree as follows:
1. Extension. SGI and Sellers hereby agree that in consideration of the
premises contained herein and for other good and valuable consideration and in
order to provide SGI with an extension of time to satisfy certain terms and
conditions of the Acquisition Agreement, it shall be amended as follows:
The date "March 31, 2000", referred to in the Acquisition Agreement in Sections
3.1.1(c), 3.1.1(d), 3.1.2, 7.3, and 11.3(b) is hereby amended and replaced with
the date "June 30, 2000."
2. Note Amendment . The date "March 31, 2000" appears in the Secured
Non-Recourse Promissory Note dated December 9, 1999 referenced in a draft
depicted as Exhibit 3.1D to the Acquisition Agreement. The parties hereby agree
that the original Promissory Note (the "Note") of December 9, 1999 for the
Principal Sum of $193,078 is hereby amended as follows: The date "March 31,
2000" as it appears in the Note is hereby amended and restated to be June 30,
2000, and any and all amounts due and payable under the Note are now due and
payable on June 30, 2000. To the extent that the date "March 31, 2000" appears
elsewhere in the Acquisition Agreement or in instruments that were originally
referenced as exhibits to the Acquisition Agreement then that date shall also be
amended and restated to be "June 30, 2000" in the executed original instruments.
3. Consideration for Extension. SGI shall pay Bluegrass the sum of $50,000 for
the extension being provided for in this First Amendment. That payment shall
be made as follows: $16,667 shall be paid to Bluegrass on April 1, 2000;
$16,667 shall be paid to Bluegrass on May 1, 2000; and finally $16,666 shall
be paid to Bluegrass on June 1, 2000.
4. Bond Costs. This extension of time as provided herein is granted on condition
that SGI pay the cost of the bond obtained by Sellers to cover certain
obligations under the ENCOAL Facility Use and Indemnity Agreement (the
"Indemnity Agreement") dated December 11, 1998. SGI shall act on behalf of
Sellers to obtain a reduction in the amount of bond coverage required under the
Indemnity Agreement from $36,000,000 to $10,000,000 with the understanding that
"time is of the essence." The costs for the bond for $10,000,000 are
approximately $12,500 for the period March 31, 2000 through June 30, 2000.
Therefore, SGI shall reimburse Bluegrass for the premium for such bond by paying
it the sum of $12,500 as follows: $4,167 shall be paid to Bluegrass on April 1,
2000; $4,167 shall be paid to Bluegrass on May 1, 2000; and finally $4,166 shall
be paid to Bluegrass on June 1, 2000.
5. No other Amendments. Except as stated herein, no other term or condition of
the Acquisition Agreement shall be amended and all other terms and conditions
contained in the Acquisition Agreement shall continue in full force and effect.
IN WITNESS WHEREOF the parties have executed this First Amendment by
their duly authorized signatories as of the day and year first written above.
SGI INTERNATIONAL, INC. BLUEGRASS COAL DEVELOPMENT CO.
/s/ JAMES W. MAHLER /s/ ARTHUR R. THOMAS
- -------------------------------- -------------------------------------
By: James W. Mahler By: Arthur R. Thomas
Title: Executive Vice President Title: Attorney in Fact
AMERICOAL DEVELOPMENT CO.
/s/ ARTHUR R. THOMAS
- ---------------------------------
By: Arthur R. Thomas
Title: Attorney in Fact
To the extent the rights of Wyoming Coal Technology ("WCT") and AEI
Resources ("AEI") are affected by this First Amendment, WCT and AEI represent
that they have each reviewed this First Amendment and consent to the terms and
conditions listed therein.
WYOMING COAL TECHNOLOGY, INC. AEI RESOURCES, INC.
/s/ ARTHUR R. THOMAS /s/ ARTHUR R. THOMAS
- ------------------------------ ----------------------------------
By: Arthur R. Thomas By: Arthur R. Thomas
Title: Attorney in Fact Title: Attorney in Fact
