========================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended MARCH 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
Commission File Number 0-16322
EVANS ENVIRONMENTAL CORPORATION
--------------------------------------------
(Name of Small Business Issuer in Its Charter)
COLORADO 84-1061207
- ------------------------------- ---------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
99 S.E. FIFTH STREET, FOURTH FLOOR, MIAMI FLORIDA 33131
- ------------------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(305) 374-8300
---------------------------------------
Issuer's Telephone Number, Including Area Code
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.012 PAR VALUE
---------------------------------
Title of Class
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No ___
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ]
The issuer's revenues for its most recent fiscal year: $5,721,221.
The aggregate market value of the voting stock held by non-affiliates of the
Company was approximately $20,101,000 based on the average bid and asked price
of $1.45 on July 10, 1996.
As of July 10, 1996 the Company had a total of 16,740,126 shares of Common Stock
outstanding.
Transitional Small Business Disclosure format (check one):
Yes___ No X
THIS FORM 10-KSB/A AMENDS THE FORM 10-KSB DATED JULY 12, 1996.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and officers of the Company as of July 12, 1996 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
IN OFFICE
NAME AGE POSITION(S) SINCE
- ----------------------- --- -------------------------------- ---------
Wendell R. Anderson 63 Director 1994
Leon S. Eplan 67 Director 1993
Dr. Charles C. Evans 39 Chairman of the Board of Directors 1993
Kelly Evans 35 Secretary, Chief Administrative Officer 1993
and Director
Richard D. Salpeter 59 Director 1993
Scott E. Salpeter 37 Vice President, Treasurer, and Director 1993
Enrique A. Tomeu 41 President, Chief Executive Officer and 1996
Director
</TABLE>
As indicated below, the following have been nominated to become Series
B Preferred Stock directors of the Company effective July 16, 1996.
NAME AGE POSITION
- ------------------------- --- ------------------
Antonio L. Contreras, Jr. 45 Director
John B. McCracken 50 Director
Enrique J. Tomeu, Sr. 63 Director
Robert J. Underbrink 35 Director
Carlos M. Vergara 34 Director
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<PAGE>
WENDELL R. ANDERSON was appointed to the Board in 1994. He has been Of
Counsel to the law firm of Larkin, Hoffman, Daly & Lindgren, Ltd., based in
Minnesota, since 1979. He also serves as a director of the following public
companies: Fingerhut Corp. (since 1991), National City Bank Corporation (since
1981) and Super Mail International (since 1994).
LEON S. EPLAN has been a member of the Board since April 1993. Mr. Eplan
also serves on the Audit Committee of the Board of Directors. In addition, he
has been the Commissioner of Planning and Development of the City of Atlanta
since October 1991, and currently is assisting it in its preparations for the
1996 Summer Olympic Games. In addition, Mr. Eplan is a part-time professor at
the Graduate School of Planning at the Georgia Institute of Technology. For over
13 years prior to October 1991, Mr. Eplan had been employed by Leon S. Eplan &
Associates, an urban planning consulting firm of which he was the principal.
DR. CHARLES C. EVANS joined the Company as Chairman of the Board of
Directors in January 1993. Until March 1995, Dr. Evans served as the President
and Chief Executive Officer of the Company, and also as the President of Evans
Environmental. Since 1986 and until March 1995 Dr. Evans had been continuously
employed as President of one or more of Evans Environmental's subsidiaries.
KELLY EVANS is the Secretary, Chief Administrative Officer and a director
of the Company. She has served as Secretary and Chief Administrative Officer
since January 26, 1993, and as a director since April 1993. Ms. Evans has been
employed as the Chief Administrative Officer of Evans Environmental on a
full-time basis since 1987. Ms. Evans also serves as the Chairperson of the
Compensation Committee of the Board of Directors.
RICHARD D. SALPETER was appointed to the Board in January 1993. Mr.
Salpeter also serves on the Compensation and Audit Committees of the Board of
Directors. Mr. Salpeter has been the president and a director of Joshua
Management, Inc., a management consulting firm, from 1987 until June 30, 1995
and was the president and a director of Nova Distributing Co., Inc. ("Nova"), a
paper goods and chemical distributor from November 1990 until March 1993. In
June 1992, Nova filed a petition for relief under the federal bankruptcy laws,
and the proceeding was converted to a liquidation proceeding under Chapter 7 of
the Bankruptcy Code in March 1993.
SCOTT E. SALPETER became a member of the Board in January 1993, at which
time he was elected Treasurer and Chief Financial Officer. He became Vice
President in September 1993. Mr. Salpeter also serves on the Board's
Compensation Committee. From 1989 through 1992, Mr. Salpeter was the chief
financial officer of Alco International Group, Inc., a public company then
primarily engaged in marine transportation. From 1988 through 1991, he was the
company secretary of Keller Industries Limited, a public company engaged in the
business of pipeline rehabilitation. Mr. Salpeter also serves as a business
consultant to various other companies, a business in which he has been engaged
since 1987. Mr. Salpeter was an officer of Nova, beginning in November 1990. In
June 1992, Nova filed a petition for relief under the federal bankruptcy laws,
and the proceeding was converted to a liquidation proceeding under Chapter 7 of
the Bankruptcy Code in March 1993.
-3-
<PAGE>
ENRIQUE A. TOMEU became a member of the board in July 1996, at which time
he was elected President and Chief Executive Officer. Mr. Tomeu was the sole
owner and founder of ART and has over 15 years of experience in construction and
environmental industries. Since July 1991 he has owned and been a principal of
several construction, fertilizer, chemical manufacturing, entertainment, and
agribusiness companies located principally in Florida and South America. Mr.
Tomeu attended the University of Florida and General Motors Institute.
ANTONIO L. CONTRERAS, JR. joined Sugar Cane Growers Cooperative of Florida
in 1984 and is currently the vice president of marketing and legislative
affairs. Mr. Contreras is also on the Board of Directors and the Executive
Committee of Florida Sugar Marketing and Terminal Association. He is past
president and currently a director of the Florida Molasses Exchange, Inc. Mr.
Contreras is a past director of the Florida Sugar Cane League. Mr. Contreras is
a graduate of the University of Miami where he obtained his Bachelor of Business
Administration and has a Masters of International Marketing from Thunderbird
Graduate School of International Management at Glendale, Arizona.
JOHN B. MCCRACKEN is a graduate of Tufts University and of Vanderbilt
University School of Law. He is a member of the Florida Bar and a partner in the
law firm of Jones, Foster, Johnston & Stubbs, P.A. in West Palm Beach, Florida.
His areas of practice are corporate, real estate, and estate planning. Mr.
McCracken has served as president of the Palm Beach County Bar Association and
as president of the Young Lawyers Section of the Palm Beach County Bar
Association. He has also twice served as chairman of the Florida Bar Grievance
(disciplinary) Committee and as a member of the Board of Governors of the Young
Lawyers Section of the Florida Bar. He has served as commissioner of the Port of
Palm Beach, chairman of the Young Friends of St. Mary's Hospital, and as Senior
Warden of Holy Trinity Episcopal Church.
ENRIQUE J. TOMEU (SR.) has owned and operated fertilizer and chemical
plants for over 35 years. He is currently a principal in several fertilizer
trading and plant operations in four countries in North and South America. Mr.
Tomeu has built six fertilizer bulk blending plants. He founded, operated and
sold companies in the agri-business, trucking and mining industries, in the last
four decades. Mr. Tomeu has served on the Board of Directors of Flagship Bank
and Suburban Bank Shares.
ROBERT J. UNDERBRINK is general manager of King Ranch-Florida, an
agribusiness division of King Ranch, Kingsville, Texas. Mr. Underbrink started
with King Ranch-Florida in 1984 and became general manager in 1987. King
Ranch-Florida grows and markets sugar cane and sod at the Florida site, and Mr.
Underbrink directs and manages all activities of the operation. Mr. Underbrink
has a Bachelor of Science degree in Agricultural Business from Texas A & I
University, Kingsville, Texas. Mr. Underbrink is a member of the Board of
Directors of Sugar Cane Growers Cooperative of Florida and is treasurer of the
Florida Rice Council, Inc.
CARLOS M. VERGARA since August, 1994 has been the president of Gargrove,
Inc., a citrus grove, and since October, 1994 has been chairman of the board of
Takaho Corporation. Since 1987, Mr. Vergara has been a senior vice president of
Sovereign Venture Capital, Inc., general partner of
-4-
<PAGE>
Sovereign Capital Group, Coral Gables, Florida, a registered SEC investment
advisory company. He has a degree in Political Science from the American College
in Paris.
Directors are elected annually at the Company's annual shareholders'
meeting. Each director of the Company serves until his successor is elected and
qualified or until the earlier of death, resignation, removal or
disqualification of the director. The officers of the Company serve at the
pleasure of the Board of Directors.
Dr. Charles C. Evans and Kelly Evans are brother and sister. Richard D.
Salpeter and Scott E. Salpeter are father and son, respectively. Enrique A.
Tomeu and Enrique J. Tomeu, Sr. are father and son. Enrique A. Tomeu, Carlos
Vergara and Tony Contreras are brothers-in-law. Carlos Vergara and Tony
Contreras are the son-in-laws of Enrique J. Tomeu, Sr.
NEW CHIEF FINANCIAL OFFICER
Effective July 16, 1996, David C. Langle, 46, will replace Scott Salpeter
as the Company's chief financial officer. Mr. Langle has 16 years of experience
in public and private accounting and business management. Prior to his
employment with American Remedial Technologies, Inc. in May, 1995 he served in
various senior management capacities as vice president, chief financial officer
and director for two public companies, Solar Financial Services, Inc. (1993 to
1995) and Frenchtex, Inc. (1991 to 1993). In March, 1995, Solar Financial
Services, Inc. filed a petition for relief under the federal bankruptcy laws,
and the proceeding was converted to a liquidation proceeding under Chapter 7 of
the Bankruptcy Code in June, 1995. During Mr. Langle's tenure at Frenchtex, he
also served as financial director and acting general manager of the Company's
European manufacturing subsidiary. From 1982 to 1991, Mr. Langle was employed by
the Miami office of Spicer & Oppenheim, an international accounting and
consulting firm where he completed his tenure as an audit partner. He has a
Bachelor of Science degree in Accounting and Business Administration from the
University of Illinois at Chicago and he maintains professional registration as
a certified public accountant in the State of Florida.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established a Compensation Committee, of which
Richard Salpeter, Scott Salpeter and Kelly Evans are members. The functions of
the Compensation Committee are to review and approve annual salaries and bonuses
for all executive officers and review, approve and recommend to the Board of
Directors the terms and conditions of all employee benefit plans or changes
thereto, including the granting of stock options pursuant to the Company's stock
option plans. The chairman of the Compensation Committee is Kelly Evans. The
Board of Directors has also established an Audit Committee of which Richard
Salpeter and Leon S. Eplan are members. The functions of the Audit Committee are
to oversee the Company's chief financial officer, meet periodically with the
Company's outside auditors, and generally be responsible for the Company's
financial and accounting policies.
-5-
<PAGE>
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own more than
10% of the Company's Common Stock, to file forms of securities ownership and
changes in such ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than 10% beneficial owners also are
required by rules promulgated by the SEC to furnish the Company with copies of
all Section 16(a) forms they file. The Company does not know of any such forms
required to be filed during or for the fiscal year ended March 31, 1996 except
that Dr. Charles Evans, Scott Salpeter, Kelly Evans, Richard Salpeter, Leon
Eplan and Wendell Anderson did not file any Forms 4 or Forms 5 with respect to
2,500, 3,750, 5,000, 5,000, 3,750 and 2,500 options, respectively, which they
received during the fiscal year ended March 31, 1996.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information about the compensation paid or
accrued by the Company during the fiscal years ended March 31, 1996, 1995 and
1994 to the Company's Chief Executive Officer, the only employee whose aggregate
compensation exceeded $100,000 for the fiscal year ended March 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
---------------------------------------- ---------------------
<S> <C> <C> <C> <C>
NAME AND SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
- ----------------------- ---- ------ ----- ---------------------
John C. "Jack" Reynolds, 1996 $164,500 $0 200,000
Interim President And 1995 $7,000 $0 31,250
Chief 1994 $0 $0 0
Executive Officer(1)
</TABLE>
- ----------------
(1) Mr. Reynolds was employed as Interim President through July 11, 1996
pursuant to a consulting arrangement with R.G. Quintero & Co. ("Quintero"),
a privately owned accounting and consulting company. None of the above
compensation was paid to Mr. Reynolds. All compensation payments and
option issuances was made to directly quintero. Mr. Reynolds is not a
shareholder, officer or director of Quintero.
-6-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted
during the Company's 1996 fiscal year for the person named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES IN OR BASE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR PRICE ($/SH) DATE
- ----------------------- --------------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
John C. "Jack" Reynolds 200,000 63% $0.29-$0.31 Sept 13, 1997
(1)
</TABLE>
- ----------
(1) Mr. Reynolds was employed as Interim President through July 11, 1996
pursuant to a consulting arrangement with Quintero. None of the above
options was issued to Mr. Reynolds, but were issued directly to
Quintero. Mr. Reynolds is not a shareholder, officer or director of
Quintero.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the value of
unexercised stock options at the end of the Company's 1996 fiscal year for the
person named in the Summary Compensation Table.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT FISCAL
ACQUIRED ON VALUE FISCAL YEAR END YEAR END ($)
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------- -------- -------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
John C. "Jack" Reynolds(1) 0 0 231,250/0 $77,469/$0
</TABLE>
- -------------
(1) Mr. Reynolds was employed as Interim President through July 11, 1996
pursuant to a consulting arrangement with Quintero. None of the
above options was issued to Mr.Reynolds, but were issued directly to
Quintero. Mr. Reynolds is not a shareholder, officer or director of
Quintero.
-7-
<PAGE>
COMPENSATION ARRANGEMENTS
EMPLOYMENT AGREEMENT
Enrique A. Tomeu is employed as the chief executive officer and president
of the Company pursuant to a four year employment agreement dated as of July 8,
1996. As compensation thereunder, Mr. Tomeu receives an annual salary of
$150,000, an automobile, a $900 per month non-accountable expense allowance, an
expense account for business travel and other expenses, six weeks' paid vacation
annually, health insurance for himself and his family, and a $3,000,000 life
insurance policy on his life payable to his designees. Upon termination of his
employment with the Company for other than cause (as defined in the agreement),
Mr. Tomeu is entitled to convert any Series B Convertible Preferred Stock which
he then may own to Common Stock as though the earnouts had been earned. As a
part of his employment agreement, Mr. Tomeu has agreed not to compete with the
Company's business for a period of one year following his voluntary resignation
or the termination of his employment for cause.
Dr. Charles Evans is employed by the Company pursuant to a three year
employment agreement and a three year consulting agreement both entered into on
July 3, 1996. The employment agreement provides for an annual salary of $24,000,
a $500 auto allowance, an expense account for business travel and other
expenses, and eight weeks' paid vacation annually. The consulting agreement
provides for annual fees of $50,000 and an expense account for business travel
and other expenses. In addition, Dr. Evans may be entitled to a bonus based on
the performance of the Company in the discretion of the Board of Directors. Dr.
Evans has agreed not to compete with the Company's business for a period of one
year following his voluntary resignation or the termination of his employment
with the Company for cause.
John C. "Jack" Reynolds was employed as Interim President through July 11,
1996 pursuant to a consulting arrangement with Quintero. In consideration for
these services, Quintero received a weekly payment of $3,500 and options to
purchase 31,250 shares of Common Stock, to be awarded in advance each quarter.
In addition, Quintero was reimbursed for all reasonable and necessary
out-of-pocket expenses. The Agreement is to be terminated effective July 31,
1996. Mr. Reynolds is not a shareholder, officer or director of Quintero.
COMPENSATION OF DIRECTORS
Each director who is not an executive officer or employee of the Company is
entitled to a fee of $500 per meeting. Further, for serving on the Board of
Directors, directors received mandatory stock option grants under the 1993 Stock
Option Plan and are entitled to additional compensation duly authorized by the
Board of Directors.
-8-
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, as of July 12, 1996,
regarding the Company's Common Stock and Series B Convertible Preferred Stock
owned of record or beneficially by (i) each stockholder who is known by the
Company to beneficially own in excess of 5% of the outstanding shares of Common
Stock or Series B Convertible Preferred Stock, (ii) each director and the
executive officer named in the Summary Compensation table above and (iii) each
person nominated to become a director and (iv) all directors, executive
officers, and nominees as a group. Except as otherwise indicated, each
stockholder listed below has sole voting and investment power with respect to
shares beneficially owned by such person.
In accordance with Rule 13d-3, promulgated under the Exchange Act, shares
that are not outstanding but that are issuable upon exercise of outstanding
options, warrants, rights or conversion privileges within 60 days or are
otherwise required by Rule 13d-3 to be included have been deemed to be
outstanding for the purpose of computing the percentage of outstanding shares
owned by the person owning such right, but have not been deemed outstanding for
the purpose of computing the percentage for any other person. As of July 12,
1996, there were 16,740,126 and 1,000,000 shares of Common Stock and Series B
Convertible Preferred Stock issued and outstanding, respectively.
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
---------------------------------- -----------------------------
AMOUNT AND NATURE OF % OF AMOUNT AND NATURE OF % OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- ----- -------------------- -----
<S> <C> <C> <C> <C>
Enrique A. Tomeu 8,233,650(1) 35.7% 633,365 6.3%
1000 Southern Blvd., Ste 300
West Palm Beach, Florida 33405
Michael Klein 3,585,723(1) 18.4% 275,880 27.6%
100 Shoreline Highway, Ste A190
Mill Valley, California 94941
Strategica Capital Corporation 2,540,193(2) 13.2% -- --
1221 Brickell Avenue, Ste 2600
Miami, Florida 33131
Charles C. Evans 726,042(3) 4.3% -- --
99 S.E. 5th St., 4th Flr.
Miami, Florida 33131
Richard D. Salpeter 422,049(4) 2.5% -- --
99 S.E. 5th St., 4th Flr.
Miami, Florida 33131
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF % OF AMOUNT AND NATURE OF % OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- ----- -------------------- -----
<S> <C> <C> <C> <C>
Kelly Evans 253,293(5) 1.5% -- --
99 S.E. 5th St., 4th Flr.
Miami, Florida 33131
Scott E. Salpeter 144,355(6) * -- --
99 S.E. 5th St., 4th Flr.
Miami, Florida 33131
Leon S. Eplan 37,500(7) * -- --
55 Trinity Ave., S.W., Suite 1450
Atlanta, GA 30335
Wendell R. Anderson, Esq. 30,000(8) * -- --
720 Baker Building
Minneapolis, MN 55403
Robert J. Underbrink 10,508(9) * -- --
1000 Southern Blvd., Ste. 300
West Palm Beach, Florida 33405
Tony Contreras 8,325(10) * -- --
1000 Southern Blvd., Ste. 300
West Palm Beach, Florida 33405
John C. "Jack" Reynolds 0(11) -- -- --
R.G. Quintero & Co.
145 Fourth Avenue
New York, NY 10003
Enrique J. Tomeu, Sr. -- -- -- --
1000 Southern Blvd., Ste. 300
West Palm Beach, Florida 33405
John B. McCracken, Esq. -- -- -- --
1000 Southern Blvd., Ste. 300
West Palm Beach, Florida 33405
Carlos M. Vergara -- -- -- --
1000 Southern Blvd., Ste. 300
West Palm Beach, Florida 33405
All Directors, Executive Officers 9,865,722(11)(12) 41.6% 633,365 63.3%
and Nominees as a Group
(13 persons)
</TABLE>
- -------------------
* Less than 1%.
-10-
<PAGE>
(1) Includes conversion of 633,365 and 275,880 shares of the Series B
Preferred Stock, respectively, for Messrs. Tomeu and Klein at the rate
of ten shares of Common Stock for each share of Series B Preferred
Stock.
(2) Includes (i) 175,000 shares of Common Stock issuable under warrants
granted to a predecessor corporation and (ii) 761,731 shares of Series
A Convertible Preferred Stock issuable under warrants. The shares of
Series A Convertible Preferred Stock are convertible into 2,285,193
shares of Common Stock.
(3) Includes 11,200 shares of Common Stock issuable under options.
(4) Includes 9,330 shares of Common Stock owned of record by Joshua
Management, Inc., a corporation of which Mr. Salpeter is a principal
and options to purchase 317,083 shares of Common Stock owned of record
by Mr. Salpeter. Does not include 18,660 shares of Common Stock owned
of record by Mr. Salpeter's wife, as to which shares Mr. Salpeter
disclaims beneficial ownership.
(5) Includes 217,500 shares of Common Stock issuable under options. Does
not include 2,241 shares of Common Stock owned of record by Ms. Evans'
husband as to which shares Ms. Evans disclaims any beneficial interest.
(6) Includes 9,330 shares of Common Stock owned of record by Joshua
Management, Inc., a corporation of which Mr. Salpeter is a principal,
and 13,750 shares of Common Stock issuable under options owned of
record by Mr. Salpeter.
(7) Includes 37,500 shares of Common Stock issuable under options.
(8) Includes 30,000 shares of Common Stock issuable under options.
(9) Held jointly with Mr. Underbrink's wife.
(10) Does not include 5,370 shares of Common Stock owned of record by Mr.
Contreras' wife as to which shares Mr. Contreras disclaims any
beneficial interest.
(11) Does not include 231,250 shares of Common Stock issuable under options
granted to Quintero, an accounting and consulting firm of which Mr.
Reynold is an employee. Mr. Reynold is not a director, officer, or
shareholder of Quintero.
(12) Includes options to purchase 627,033 shares of Common Stock and
conversion of 909,245 shares of Series B Preferred Stock at the rate of
ten shares of Common Stock for each share of Series B Preferred Stock.
-11-
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Part I, "Item 1. Description of Business - Business Development." for a
description of the consulting arrangement between the Company and Quintero, of
which John C. "Jack" Reynolds, the Company's former Interim President, was an
employee.
In July 1995, the Company borrowed $85,000 from the spouse of the Chairman
of the Board of Directors. The note, which as of March 31, 1996 and July 12,
1996 remained outstanding, is due upon demand and bears interest at 12% per
annum. The Chairman disclaims any beneficial interest in the loan. The highest
balance due under the note during the year ended March 31, 1996 and the balance
outstanding on March 31, 1996 was $85,000.
Mr. Enrique A. Tomeu owns 50% of the stock of Terrac Technologies, Inc., a
Florida corporation ("Terrac"), which is a possible competitor of the Company.
The terms of Mr. Tomeu's employment agreement with the Company permit him to
hold not more than 52% of Terrac's stock until no later than July 8, 1997. He is
not permitted during the term of his employment or for one year thereafter, if
he is terminated for cause or leaves voluntarily, to participate in bids or
solicit work in competition with the Company. If he does not sell his Terrac
stock by July 8, 1997 or if Terrac is not acquired by the Company by that date,
Mr. Tomeu must place his Terrac stock in a blind trust and have no role in the
management of Terrac.
-12-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EVANS ENVIRONMENTAL CORPORATION
By:/S/CHARLES C. EVANS
---------------------------
Charles C. Evans, Chairman
Date: 16 SEPT., 1996
In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant on the
dates indicated.
SIGNATURE TITLE DATE
---------- ----- ----
/S/DAVID C. LANGLE Chief Financial Officer 9/16, 1996
- -------------------------- Principal Accounting Officer)
David C. Langle
/S/ENRIQUE A. TOMEU President, Chief Executive 9/16, 1996
- -------------------------- Officer and Director
Enrique A. Tomeu (Principal Executive Officer)
Director ____, 1996
- --------------------------
Luis De la Cruz
/S/RAIMUNO LOPEZ-LIMA LEVI Director 9/16, 1996
- --------------------------
Raimundo Lopez-Lima Levi
/S/CHARLES C. EVANS Director 9/16, 1996
- --------------------------
Dr. Charles C. Evans
/S/JOHN B. MCCRACKEN Director 9/16, 1996
- --------------------------
John B. McCracken
/S/LEON S. EPLAN Director 9/16, 1996
- --------------------------
Leon S. Eplan
(Signatures of Directors continued on next page)
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<PAGE>
/S/WENDELL R. ANDERSON Director 9/16, 1996
- --------------------------
Wendell R. Anderson
/S/JOSEPH F. STARTARI Director 9/16, 1996
- --------------------------
Joseph F. Statari
/S/ANTONIO L. CONTRERAS Director 9/16, 1996
- --------------------------
Antonio L. Contreras, Jr.
/S/ENRIQUE J. TOMEU Director 9/16, 1996
- --------------------------
Enrique J. Tomeu, Sr.
/S/ROBERT J. UNDERBRINK Director 9/16, 1996
- --------------------------
Robert J. Underbrink
/S/CARLOS M. VERGARA Director 9/16, 1996
- --------------------------
Carlos M. Vergara
/S/MICHAEL A. KLEIN Director 9/16, 1996
- --------------------------
Michael A. Klein
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
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0
0
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</TABLE>
