SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report August 28, 1998
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POLLUTION RESEARCH AND CONTROL CORP.
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California 0-14266 95-2746949
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(State or other (Commission (IRS Employee ID No.)
jurisdiction of file No.)
incorporation or
organization)
506 Paula Avenue, Glendale, Ca 91201
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(Address of principal executive offices)
(818) 247-7601
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(Registrant's telephone number, including area code)
Total Pages: 5
Exhibit Index: page E-1
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Item 5. Other Events
On August 28, 1998, the Registrant disclosed that Turbodyne Technology,
Inc. unilaterally terminated an agreement the Registrant and Turbodyne had
executed pursuant to which Turbodyne had agreed to acquire the Registrant's two
wholly-owned subsidiaries, Dasibi Environmental Corp. and Logan Medical Devices.
The Registrant further disclosed that Turbodyne's wrongful termination of the
Agreement could materially adversely impact the Company's ability to finance its
future operations including but not limited to the fulfillment of recently
awarded contracts to provide its products for the Chinese market.
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<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.
POLLUTION RESEARCH AND CONTROL CORP.
(Registrant)
Date: September 4, 1998 By: /s/ Albert E. Gosselin, Jr.
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Albert E. Gosselin, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
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Item Page No.
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99.1 Press Release dated August 28, 1998. 5
E-1
EXHIBIT 99.1
COMPANY CONTACT: INVESTOR RELATIONS:
Albert E. Gosselin, Jr., President & CEO Phil Huss, Phoenix Alliance, Inc.
(818) 247-7601 (970) 259-7241
POLLUTION RESEARCH AND CONTROL CORP.
ANNOUNCES UNILATERAL REPUDIATION OF DEFINITIVE SALES AGREEMENT
Glendale, Ca - August 28, 1998 -- A. E. Gosselin, Jr., President and Chief
Executive Officer of Pollution Research and Control Corp. (NASDAQ:PRCC)
announced that the Company has received notification from Turbodyne
Technologies, Inc. (NASDAQ:TRBD) that Turbodyne has unilaterally repudiated a
definitive agreement to purchase PRCC's wholly-owned subsidiaries, Dasibi
Environmental Corp. (DEC) and Logan Medical Devices (LMD).
Mr. Gosselin commented "After several months of negotiations, leading to
the execution on August 20, 1998 of a definitive agreement between PRCC and
Turbodyne, management has been advised of Turbodyne's intent to repudiate the
agreement. As a result of this development, the Company's ability to fulfill the
obligations associated with its recently awarded contract to China have been
severely undermined. While the Company maintains approximately $1.8 million
working capital and intends to pursue alternative financing as rapidly as
possible, severe cash constraints resulting from this failed agreement will lead
to an immediate negative cash position."
Mr. Gosselin continued, "We are baffled by Turbodyne's behavior in this
matter. The effect on the shareholders of PRCC is significant. With specific
timetables in place to engage the China contract, management must now find
alternative means to fulfill the contract. We intend to hold Turbodyne to the
terms of the agreement and for any damages, consequential or otherwise, which
may result from Turbodyne's actions."
Pollution Research and Control Corp. primarily designs, manufactures and
markets air pollution measurement instruments and medical instrumentation,
nationally and internationally, through its wholly-owned subsidiaries Dasibi
Environmental Corp. and Logan Medical Devices, Inc.
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