UNITED STATES
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): September 26, 2000
------------------
Affiliated Resources Corporation
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
0-31175 84-1045715
------- -----------------
(Commission File Number) (IRS Employer Identification No.)
3050 Post Oak Boulevard, Suite 1080, Houston, Texas 77056
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(713) 355-8940
--------------
Registrant's telephone number, including area code:
(Former name, address and telephone number)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT=S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Effective on September 26, 2000, Affiliated Resources Corporation, a
Colorado corporation ("Affiliated" or the "Company") entered into a Settlement
and Rescission Agreement (the "Agreement") with Evans Systems, Inc., a Texas
corporation ("Evans") and Way Energy, Inc., a Delaware corporation ("Way").
Under the terms of the Agreement, which has an anticipated closing date of
November 26, 2000 (the "Closing"), Evans and Way will terminate the lawsuit
against Affiliated currently pending in the State of Texas. In addition, Evans
will deliver to Affiliated an aggregate of 1,500,000 shares of outstanding
Affiliated common stock for retirement, and will deliver to an escrow agent an
additional 1,000,000 shares of outstanding Affiliated common stock which may be
retired upon payment in full of a promissory note from Affiliated to Evans (see
below).
Under the terms of the Agreement, Affiliated will transfer to Evans all of
the issued and outstanding common stock of ChemWay Systems, Inc., a Texas
corporation ("ChemWay"), and wholly-owned subsidiary of Affiliated. Affiliated
has also agreed to execute a promissory note in favor of Evans in the principal
amount of $625,000 (the "Note"). Effective immediately, Evans and Way have
agreed to take over management of ChemWay and to fulfill ChemWay's obligations
to its creditors.
The Closing shall occur on the earlier of (i) the first business day
immediately following the day that Affiliated closes its acquisition of Modular
Processing Technologies, Inc., a Nevada corporation, or (ii) upon obtaining
shareholder approval for the transactions called for in the Agreement. In the
event that neither (i) nor (ii) identified above occur on or before November 26,
2000, then the Agreement and the transactions called for therein shall
automatically terminate. In the event of an automatic termination as set forth
above, Evans and Way shall have the right to enter judgment against Affiliated
and file a Deed In Lieu of Foreclosure upon the ChemWay assets.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
10.1 Settlement and Rescission Agreement dated September 26, 2000 by and
between Evans Systems, Inc., a Texas corporation, Way Energy, Inc., a Delaware
corporation, and Affiliated Resources Corporation, a Colorado corporation.
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.
Dated: October 13, 2000 AFFILIATED RESOURCES CORPORATION
/s/ Peter Vanucci
Peter Vanucci, Chairman and CEO
