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): September 30, 2000
WASTEMASTERS, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-12914 52-1507818
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
205 South Bickford
El Reno, Oklahoma 73036
(Address of principal executive offices) (Zip Code)
(405) 262-0800
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On September 15, 2000, WasteMasters, Inc. (the "Company") entered into a
Lease/Purchase and Management Agreement (the "Agreement") with Global Eco-
Logical Services, Inc. ("Global"). Under the Agreement, the Company leased
from Global three corporations of which Global was sole shareholder: Tri-
State Waste Disposal, Inc.; Lisbon Landfill, Inc.; and All Waste Disposal
Service, Inc. (collectively, the "Corporations").
The Agreement provided for a monthly rental of $10 per month or a term
equal to the lesser of one year or the date of closing on the Company's
purchase of the Corporations pursuant to an option to purchase contained in
the Agreement. The Agreement also provided that the Company would assume
the obligation of Global under an issue of convertible notes. The notes
bear interest at the rate of 6% per annum, and have a principal amount
outstanding of $1,590,000. In conjunction with the Company's assumption of
the notes, the Company and the noteholders modified the terms of the notes
to provide that the notes are convertible into shares of common stock of
the Company at the current bid price of the Company's common stock, subject
to a minimum conversion price of $0.10 per share. In addition, the holders
of the notes still have the right to convert the notes into shares of
common stock of Global, but in that event the Company is obligated to issue
Global that number of shares which the Company would have issued had the
holder chosen to convert its note into shares of the Company's common
stock. Furthermore, the Company agreed to register the shares of the
Company's common stock into which the notes are convertible within 120 days
of their assumption by the Company.
The Agreement provided that the Company had the sole right to manage and
operate the Corporations during the term of the lease. From the date of
the lease, the Company had the right to all revenues from the Corporations
and was responsible for payment of all expenses incurred or accrued in
connection with the Corporations.
Tri-State Waste Disposal, Inc. owns an interstate trucking license, but is
not otherwise engaged in active operations. Lisbon Landfill, Inc. owns and
operates a 141.154 acre construction and demolition landfill in Lisbon,
Ohio. The Landfill has a potential remaining capacity of 10,300,000 cubic
yards. The Landfill has approximately 20 years of useful disposal life
remaining before any additional expansion or development. All Waste
Disposal Service, Inc. operates a waste collection and hauling company in
the Philadelphia metropolitan area.
The Agreement also contained an option to purchase the Corporations for
15,000,000 shares of common stock of the Company. The Company exercised
the option and closed on the acquisition on October 1, 2000. The total
purchase price for the Corporations was $4,340,000, consisting of the
assumption of $1,590,000 on convertible notes, the assumption of $500,000
of first mortgage indebtedness on the landfill in Lisbon, Ohio, and the
issuance of 15,000,000 shares of common stock valued at $0.15 per share.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired: To be filed by
amendment.
(b) Pro Forma Financial Information: To be filed by amendment.
(c) Exhibits:
Regulation
S-B Number Exhibit
10.1 Lease/Purchase and Management Agreement dated September 15, 2000
10.2 Closing Agreement dated October 1, 2000.
10.3 Form of Promissory Note.
10.4 Form of Amendment to Promissory Note.
10.5 Form of Second Amendment to Promissory Note.
10.6 Registered Promissory Note dated February 24, 2000 between
Benchmark Credit (Geneva), S.A. and Global Eco-Logical Services, Inc.
10.7 Mortgage dated February 24, 2000 between Benchmark Credit
(Geneva), S.A. and Global Eco-Logical Services, Inc.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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 thereunto duly authorized.
WASTEMASTERS, INC.
Date: November 6, 2000 By: /s/ A. Leon Blaser
A. Leon Blaser, Chief Executive Officer
