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): August 27, 1997
ICC Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
0-13865 23-2368845
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Commission File Number IRS Employer Identification No.
330 South Warminster Road, Hatboro, PA 19040
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(address of principal executive offices)
(215) 682-6600
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(Registrant's telephone number)
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Item 5. Other Events
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See Exhibit 99.1 to this report identified in Item 7 below, which is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibit Description
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99.1 ICC Technologies, Inc. Press Release dated
August 27, 1997, "ICC Technologies, Engelhard
Restructure Desiccant Air-Conditioning Joint
Venture".
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 hereto duly authorized.
Date: August 29, 1997 By: /s/ Manfred Hanuschek
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Manfred Hanuschek,
Chief Financial Officer
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Exhibit 99.1
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ICC TECHNOLOGIES (logo)
THE WALL STREET GROUP, INC.
32 East 57th Street
New York, New York 10022
(212) 888-4848
Summary: ICC Technologies, Engelhard Restructure Desiccant Air-Conditioning
Joint Venture
Company Contact: Al Resnick, Director of Investor Relations, 215-682-6600,
ext. 2356
FOR IMMEDIATE RELEASE:
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HATBORO, PENNSYLVANIA, August 27, 1997 -- ICC TECHNOLOGIES, INC. (NASDAQ: ICGN)
today announced that it had reached an agreement, in principle, with Engelhard
Corporation (NYSE: EC) to restructure Engelhard/ICC, a 50/50 joint venture that
designs, manufactures and markets desiccant-based, climate control systems to
supplement or replace conventional air-conditioning systems.
The agreement will provide that the Engelhard/ICC joint venture will be
split into two separate companies-one to manufacture and market complete,
active, climate control equipment systems; the other to manufacture and market
the desiccant-coated rotors that are a critical component of the systems.
Under the agreement, ICC Technologies will receive $20 million and assume
90 percent ownership and full management control of the new company that will
manufacture and market complete climate control systems. Engelhard will retain a
10 percent equity interest in that company. ICC Technologies also will retain a
20 percent equity interest in the new rotor company with Engelhard owning 80
percent and having full management control of that business. The systems
business will purchase desiccant rotors exclusively from the rotor company and
will have preferential pricing for such purchases.
ICC will continue to market its systems worldwide. In addition, the agreement
will grant ICC Technologies exclusive rights for seven years to market this
desiccant-based technology to free-standing supermarkets, ice rinks and
pachinko parlors in Japan, Korea and North America. ICC Technologies would also
have certain rights to use the Engelhard/ICC name in connection with the systems
business for two and a half years.
Commenting on the agreement, ICC Technologies Chairman Irwin L. Gross said:
"This will enable us to better capitalize on our systems business expertise,
while securing important markets where our systems are being well received. At
the same time, our 20 percent interest in the rotor company will allow us to
share in what we continue to believe is strong upside potential for desiccant
rotor technology worldwide. Our investment, coupled with a new supply agreement
to buy desiccant rotors from the rotor business, at favorable pricing,
illustrates our commitment to this technology and its applications. It also
demonstrates
EXHIBIT 99.1
<PAGE>
Engelhard's and ICC's continuing commitment to work together to grow market
opportunities for desiccant rotors and humidity-control systems."
The agreement is subject to negotiation of definitive contracts and approval by
the two companies' boards of directors, ICC Technologies' shareholders and
certain governmental agencies.
Engelhard/ICC, which is headquartered in Hatboro, PA., was formed in February
1994 to commercialize innovative, active climate control systems based on the
technologies of its two partners. The systems control temperature and humidity
separately, thereby allowing for greater comfort and lower operating costs.
"We continue to see increased interest in our systems both domestically and in
Asia," Mr. Gross said. "We recently introduced our all new electric units which
open the market for our systems in parts of the world where natural gas is not
yet available. We estimate that those regions represent half of the world's air
conditioning market.
"We also expect to continue to benefit from our recent move to our new 138,000
square-foot facility in Hatboro," Mr. Gross added. "In addition to providing the
additional capacity we need, the new site will allow us to streamline operations
and reduce manufacturing costs."
Conventional air conditioning systems cannot directly control humidity. To bring
humidity down to acceptable levels, they must overcool the air, which drives up
energy usage and creates uncomfortable conditions. Desiccant-based systems
remove humidity first, then cool the air as needed, reducing costly,
uncomfortable overcooling. The systems are also more environmentally friendly as
they operate with little or no chemical refrigerants.
Except for historical matters contained herein, the matters discussed in this
press release are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that these forward-looking statements reflect numerous assumptions
and involve risks and uncertainties which may affect ICC Technologies, Inc.'s
business and prospects and cause actual results to differ materially from these
forward-looking statements, including sufficient funds to finance working
capital and other financing requirements of ICC Technologies, Inc., market
acceptance of the Company's products and competition in the air conditioning
industry.
Visit the Engelhard/ICC Web Site at http://www.freshaircomfort.com
