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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): May 26, 2000
VITRISEAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 02-99110 91-1499978
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12226 South 1000 East, Suite 9, Draper, Utah 84020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (801) 553-8785
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 26, 2000, VitriSeal, Inc. (the "Company" or "Vitriseal") acquired
Thermoflow Corporation, a Nevada corporation with offices in Las Vegas, Nevada
("Thermoflow"), and Liquitek Corporation, a Nevada corporation with offices in
Knoxville, Tennessee ("Liquitek"), through tax-free, stock-for-stock
reorganizations. VitriSeal issued 9,661,500 shares of its common stock for all
of the shares of Thermoflow and 5,000,000 shares for all of the shares of
Liquitek. In addition, VitriSeal issued 398,500 common stock purchase warrants
in replacement of outstanding Thermoflow warrants.
Thermoflow owns and operates a proprietary, three million-gallon per year
capacity antifreeze recycling facility in Las Vegas, Nevada. The unique
Thermoflow technology receives waste antifreeze and produces fully reformulated
antifreeze indistinguishable from antifreeze made from virgin materials. The
Thermoflow technology is capable of economically treating/recycling many other
contaminated liquids, including wastewater. Thermoflow has licensed the
technology to Liquitek under an exclusive license agreement.
Liquitek refined the Thermoflow technology and has licensed and leased an oily
wastewater treatment system to Hawaii's largest recycling company. Liquitek, in
conjunction with Thermoflow, developed a proprietary system for recycling car
wash wastewater and installed its first system in Hiroshima, Japan.
VitriSeal's business plan for the two acquired subsidiaries includes designing
and manufacturing advanced wastewater treatment systems for the global water
treatment market, as well as systems for profitably recycling other contaminated
liquids, such as antifreeze, for domestic and international customers.
Pursuant to the terms of the reorganization agreements with Thermoflow and
Liquitek, VitriSeal contributed approximately $1,500,000 to Thermoflow and
$650,000 to Liquitek for their immediate working capital requirements.
The description of the transactions set forth above is qualified in its entirety
by the provisions of the Agreement and Plan of Reorganization for the
Acquisition of All of the Outstanding Shares of Common Stock of Thermoflow
Corporation by Vitriseal, Inc. dated May 25, 2000, which is filed as Exhibit
10.1 to this Form 8-K and incorporated herein by reference, and the Agreement
and Plan of Reorganization for the Acquisition of All of the Outstanding Shares
of Common Stock of Liquitek Corporation by Vitriseal, Inc. dated May 25, 2000,
which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by this
reference.
Statements in this report that are not strictly historical are "forward-looking"
statements which should be considered subject to the many uncertainties that
exist in the Company's operations and business environment. These uncertainties,
which include economic conditions, market demand and pricing, competitive and
cost factors, and the like, are included in this release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
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It is not practicable to include the financial statements of Thermoflow and
Liquitek as required by Rule 3-05(b) of Regulation S-X at this time. The Company
intends to file such information on or before August 9, 2000.
(b) Pro forma financial information
It is not practicable to include the pro forma financial information as required
by Article 11 of Regulation S-X at this time. The Company intends to file such
information on or before August 9, 2000.
(c) Exhibits
10.1 Agreement and Plan of Reorganization for the Acquisition of All of the
Outstanding Shares of Common Stock of Thermoflow Corporation by Vitriseal,
Inc. dated May 25, 2000.
10.2 Agreement and Plan of Reorganization for the Acquisition of All of the
Outstanding Shares of Common Stock of Liquitek Corporation by Vitriseal,
Inc. dated May 25, 2000.
The Company agrees to furnish supplementally to the Securities and Exchange
Commission a copy of the exhibits to the Agreements and Plans of Reorganization
upon request.
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.
VITRISEAL, INC.
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Culley W. Davis,
Chief Executive Officer
Date: June 12, 2000
