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: SEPTEMBER 30, 1997
_____________________________CASMYN CORP._____________________________
(Exact name of registrant as specified in Charter)
_______________________________COLORADO________________________________
(State or other jurisdiction of incorporation)
________________________________0-14136________________________________
(Commission File Number)
_______________________________84-0987840______________________________
(IRS Employer Identification No.)
1335 GREG STREET, UNIT #104
SPARKS, NEVADA 89431
____________________________(702) 331-5524____________________________
(Address and Telephone Number of Principal Executive Offices)
__________________________________________________________________________
(Former name or former address, if changes since last report)
<PAGE>
ITEM 2 ACQUISITION AND DISPOSITION OF ASSETS
Effective September 30, 1997, Casmyn Corp. (the "Company") received
approximately 7,750,000 shares of the Convertible Preferred Stock (Preferred
Shares") of WaterPur International Inc. ("WPUR") from the following
transactions (the "Restructuring"). The Company restructured its interest
in WPUR through a) the conversion of approximately $4,350,000 of
outstanding debt of WPUR (the "WPUR Debt") to approximately 5,000,000
Preferred Shares; and b) the exchange of 5,634,756 common shares of
WPUR owned by the Company for 2,817,378 Preferred Shares of
WPUR. The exact number of Preferred Shares which could be issuable depends
upon the calculation of the exact amount of WPUR Debt which will be determined
upon close of the accounting records at September 30, 1997. Each Preferred
Share will be entitled to two votes per share, will bear no dividend, will
constitute a senior security of WPUR and may be converted by the holder any
time after twelve months from the date of distribution into two shares of
WPUR Common Stock. All remaining Preferred Shares will be automatically
converted into two WPUR common shares on the eighteenth month from the
distribution date. The number of Preferred Shares received upon the
conversion of the WPUR Debt was based upon the closing market price of WPUR
common stock on September 30, 1997. The Restructuring was based upon the
advice of independent investment banking firms representing the respective
interests of the Company and WPUR.
Also on September 30, 1997, the Company's Board of Directors announced the
spin-off to its shareholders of all the approximately 7,750,000
Preferred Shares received by the Company in the Restructuring to the common
and preferred shareholders of record of the Company on October 15, 1997.
The Spin-Off will be completed upon satisfaction of all regulatory requirements.
Additionally, the Company purchased 150,000 shares of the Company's stock held
by WPUR for cash of $5.00 per share, and 22,987 shares of the Company's
common stock valued at $5.00 per share were used to offset a portion of the
WPUR Debt. These shares have been retired to the Company's treasury.
In addition, WPUR issued the Company warrants to purchase up to 3,300,000 WPUR
common shares at a price of $0.75 per share exercisable for a three year
period.
Prior to the restructuring discussed above, Casmyn owned approximately 31.2%
of the outstanding equity of WPUR. The Company shares officers, personnel and
facilities with WPUR and accordingly actual costs related to these officers,
personnel and facilities are shared on a pro-rata basis.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
The pro forma statements reflect the adjustments set forth in the Notes
to the Pro Forma Consolidated Financial Statements.
<PAGE>
CASMYN CORP.
Pro-forma Consolidated Balance Sheet
August 31, 1997
<TABLE>
<CAPTION>
AUGUST 31, 1997 ADJUSTMENTS
----------------- -------------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 7,153,473 $ 13,041,032 (1) (2)
Marketable securities 6,008,018 -
Accounts receivable, net 1,006,435 -
Inventories 824,215 -
Prepaid expenses and other assets 36,658 -
----------------- -------------
TOTAL CURRENT ASSETS 15,028,799 13,041,032
INVESTMENT IN AND ADVANCES TO AFFILIATE 4,325,807 (4,325,807) (2) (3)
(4)
PROPERTY AND EQUIPMENT, NET 18,020,930 -
DUE FROM RELATED PARTIES, NET 283,612 -
OTHER ASSETS 508,289 -
----------------- -------------
TOTAL ASSETS $ 38,167,437 $ 8,715,225
================= =============
CURRENT LIABILITIES:
Accounts payable $ 494,049 $ -
Accrued taxes from acquisition 861,831 -
Accrued liabilities 13,121 141,489 (5)
Line of credit 4,656,332 -
----------------- ------------
Total current liabilities 6,025,333 141,489
----------------- -------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value;
20,000,000 shares authorized;
1,902,437 and nil shares issued and
outstanding; liquidation
preference $34,213,800 136,855 53,389 (1)
Common stock, $.04 par value;
300,000,000 shares authorized;
13,310,180 shares issued and
outstanding 539,327 (6,919) (2)
Additional paid-in capital 52,575,613 14,570,033 (1) (2)
(3)(4)(6)
Accumulated deficit (19,112,237) (6,042,767) (1) (4)
(5)(6)
Foreign currency translation
adjustment (1,997,454) -
Total Stockholders' Equity 32,142,104 8,573,736
Total Liabilities and
Stockholders' Equity $ 38,167,437 $ 8,715,225
================= =============
See Notes to Pro Forma Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA AS ADJUSTED
CURRENT ASSETS:
<S> <C>
Cash and cash equivalents $ 20,194,505
Marketable securities 6,008,018
Accounts receivable, net 1,006,435
Inventories 824,215
Prepaid expenses and other assets 36,658
-----------------------
TOTAL CURRENT ASSETS 28,069,831
INVESTMENT IN AND ADVANCES TO AFFILIATE -
PROPERTY AND EQUIPMENT, NET 18,020,930
DUE FROM RELATED PARTIES, NET 283,612
OTHER ASSETS 508,289
-----------------------
TOTAL ASSETS $ 46,882,662
=======================
CURRENT LIABILITIES:
Accounts payable $ 494,049
Accrued taxes from acquisition 861,831
Accrued liabilities 154,610
Line of credit 4,656,332
-----------------------
Total current liabilities 6,166,822
-----------------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value;
20,000,000 shares authorized;
1,902,437 shares issued and
outstanding; liquidation
preference $34,213,800 190,244
Common stock, $.04 par value;
300,000,000 shares authorized;
13,310,180 shares issued and outstanding 532,408
Additional paid-in capital 67,145,646
Accumulated deficit (25,155,004)
Foreign currency translation adjustment (1,997,454)
Total Stockholders' Equity 40,715,840
Total Liabilities and Stockholders' Equity $ 46,882,662
=======================
See Notes to Pro Forma Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CASMYN CORP.
Pro-forma Consolidated Statement of Earnings
For the Eleven Months Ended August 31, 1997
AUGUST 31, 1197 ADJUSTMENTS
_______________________________
<S> <C> <C>
REVENUES:
Precious Metals $ 2,928,490 $ -
------------- -----------
COSTS AND EXPENSES:
Mineral Operations 2,747,481 -
General and administrative expenses 1,851,512 -
Compensatory stock option expense 83,085 -
Professional services 921,110 -
Depreciation, depletion and amortization 399,558 -
Mineral exploration expense 538,324 -
Mergers and acquisitions 180,721 -
------------- ------------
6,721,791 -
------------- ------------
LOSS FROM OPERATIONS (3,739,301) -
OTHER INCOME (EXPENSE):
Equity in net loss of affiliate (984,143) -
Interest (expense) income, net 253,565 349,617 (1)
Gain on sale of investment 126,000 -
Other income (expense), net 8,452 -
------------- ------------
OTHER EXPENSE, NET (596,126) 349,617
------------- ------------
NET LOSS $ (4,335,427) $ 349,617
============= ============
INCOME(LOSS) PER COMMON SHARE:
Net income (loss) $ (4,335,427) $ 349,617
Less: Dividendss on convertible
preferred stock (495,839) (141,489) (5)
Less: Amortization of discount on
convertible preferred stock (963,704) (2,040,022)(1)(6)
------------- ------------
Net loss applicable to common shares $ (5,794,970) $ (1,831,894)
============= ============
NET LOSS PER COMMON SHARE $ (.45) $ (.15)
============= ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 12,781,467 (172,987)
============= ============
See Notes to Pro Forma Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CASMYN CORP.
Pro-forma Consolidated Statement of Earnings
For the Eleven Months Ended August 31, 1997
PRO-FORMA AS ADJUSTED
<S> <C>
REVENUES:
Precious metals $ 2,928,490
-----------------------
COSTS AND EXPENSES:
Mineral operations 2,747,481
General and administrative expenses 1,851,512
Compensatory stock option expense 83,085
Professional services 921,110
Depreciation, depletion and amortization
399,558
Mineral exploration expense 538,324
Mergers and acquisitions 180,721
-----------------------
6,721,791
-----------------------
LOSS FROM OPERATIONS (3,739,301)
OTHER INCOME (EXPENSE):
Equity in net loss of affiliate (984,143)
Interest (expense) income, net 603,182
Gain on sale of investment 126,000
Other income (expense), net 8,452
-----------------------
OTHER EXPENSE, NET (246,509)
-----------------------
NET LOSS $ (3,985,810)
=======================
INCOME (LOSS) PER COMMON SHARE:
Net income (loss) $ (3,985,810)
Less: Dividends on convertible preferred stock ( 637,328)
Less: Amortization of discount on convertible
preferred stock (3,003,726)
-----------------------
Net loss applicable to common shares $ (7,626,864)
=======================
NET LOSS PER COMMON SHARE $ (.60)
=======================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
12,608,480
=======================
See Notes to Pro Forma Consolidated Financial Statements
</TABLE>
<PAGE>
CASMYN CORP.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The pro forma adjustments are as follows:
(1) To record placement of 533,885 shares of Convertible Preferred Stock
(the "Casmyn Preferred Stock") on September 2, 1997 resulting in net proceeds of
$13,791,032 and amortization of $1,140,172 of the related discount treated as
an additional preferred stock dividend. The net proceeds include interest
income from April 14, 1997 to September 2,1997 at a rate of 8% per annum.
The subscribers to the September 2, 1997 private placement of Casmyn Preferred
Stock paid the Company interest from the date of the first placement of the
Casmyn Preferred Stock (April 14, 1997) thereby acquiring the same conversion
rights as the subscribers of the April placement.
(2) To record the purchase of 150,000 shares of Casmyn Corp. common stock
from WaterPur International Inc. (WPUR) at $5.00 per share for $750,000 cash,
and to record 22,987 shares of Casmyn Corp. common stock offset against
amounts due from WPUR at $5.00 per share. All of the 172,987 shares acquired
from WPUR were retired the Company's treasury.
(3) To record the conversion of approximately $4,350,000 due from WPUR and
the exchange of 5,634,756 common shares of WPUR with a book value of
approximately $50,000, held as an investment by the Company in exchange for
approximately 7,750,000 preferred shares (the "WPUR Preferred Stock") of WPUR.
Each WPUR preferred share will be entitled to two votes per share, will
bear no dividend, will constitute a senior security to WPUR and may be
converted by the holder any time after twelve months from the date of
distribution into two shares of WPUR common stock. All remaining WPUR
preferred shares will be automatically converted into two WPUR common shares
on the eighteenth month from the distribution date.
(4) To record the spin-off of 100% of the Company's WPUR preferred stock
(approximately 7,750,000 shares) to the Company's shareholders of record at
October 15, 1997.
(5) To record the accrual of dividends payable on Casmyn Preferred Stock
for the period August 1, 1997 to August 31, 1997.
(6) To record additional discount from the April preferred stock placement
of the Casmyn Preferred Stock for the period July 1, 1997 to August 31, 1997.
(c) Exhibits
None
<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 thereunto duly authorized.
Casmyn Corp.
/s/ Dennis E. Welling
October 15, 1997 By
Dennis E. Welling, Controller
(Duly Authorized and Principal Accounting Officer)
