<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 31, 1995
---------------------
(Date of earliest event reported)
NYTEST ENVIRONMENTAL INC.
----------------------------------------------------
Exact name of registrant as specified in its charter
Delaware 0-15241 11-2725582
--------------- ------- --------------
State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
60 Seaview Boulevard, Port Washington, New York
-----------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 625-5500
-----------------------
N/A
-----------------------------------------------------------
(Former name or former address if changed since last report)
<PAGE> 2
Item 1. Acquisition or Disposition of Assets
Effective December 31, 1995, NEI/GTEL Environmental Laboratories, Inc.
("NEI/GTEL"), a newly formed, wholly owned subsidiary of Nytest Environmental
Inc. (the "Registrant"), acquired the business and substantially all of the
assets of GTEL Environmental Laboratories, Inc. ("GTEL"), a subsidiary of
Groundwater Technologies Corporation ("Groundwater"). The assets acquired
include equipment, leasehold improvements, customer contracts and other assets
relating to the business of GTEL, except for real estate owned in Wichita,
Kansas, and certain GTEL assets located in Tempe, Arizona and Concord,
California, cash and accounts receivable. NEI/GTEL, as part of the
transaction, entered into a long-term lease for the use of the GTEL Wichita
facility and assignment and assumption agreements for the leases of GTEL
facilities in Tampa, Florida and Milford, New Hampshire. NEI/GTEL also hired
all of the active employees of GTEL as of the effective date of the
transaction. In exchange for the assets acquired, the NEI/GTEL paid $3.392
million (subject to adjustment based upon an audit of the assets acquired and
liabilities assumed) in a combination of cash, assumption of liabilities and
the issuance of a secured convertible note in the amount of $1.292 million. The
Registrant will continue to provide services to the clients of GTEL from the
facilities described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial information described below which is required by
Item 7 of Form 8-K is not yet available. The Registrant anticipates that it
will file the required financial information as soon as possible, but not later
than 60 days from the date this report must be filed.
Report of Coopers & Lybrand
Balance Sheet of GTEL at April 29, 1995
Statement of Operations of GTEL, two years ended April 29, 1995
Statements of Cash Flows of GTEL, two years ended April 29,
1995
Notes to Financial Statements
(b) Pro Forma Financial Information
Pro Forma Combined Balance Sheet at December 31, 1995
Pro Forma Combined Statements of Operation for the year ended
December 31, 1995
2
<PAGE> 3
(c) Exhibits
The following Exhibits will be filed by amendment:
2.1 Asset and Business Purchase Agreement dated December
28, 1995 between NEI/GTEL Environmental Laboratores,
Inc. and GTEL Environmental Laboratories, Inc.
99.1 Marketing and Supply Agreement dated December 31,
1995 between NEI/GTEL Environmental Laboratories,
Inc. and Groundwater Technology, Inc.
99.2 Subordinated Convertible Note of NEI/GTEL
Environmental Laboratories, Inc. dated December 31,
1995.
99.3 Security Agreement dated December 31, 1995 among
NEI/GTEL Environmental Laboratories, Inc., GTEL
Environmental Laboraties, Inc. and Nytest
Environmental Inc.
99.4 Registration Rights Agreement dated December 28, 1995
between Nytest Environmental Inc. and Groundwater
Technology, Inc.
99.5 Guaranty of Nytest Environmental Inc. dated December
31, 1995.
99.6 Lease of 4211 West May, Wichita, KS, dated December
31, 1995.
99.7 Assignment of Patent Rights dated December 31, 1995.
[SIGNATURE PAGE FOLLOWS]
3
<PAGE> 4
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.
January 15, 1996 NYTEST ENVIRONMENTAL INC.
By: /s/ John Gaspari
-------------------------------
John Gaspari, President and
Chief Executive Officer
By: /s/ Elliot J. Laitman
-------------------------------
Elliot J. Laitman, Chief
Financial Officer and Treasurer
4
