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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
JULY 8, 1996
Date of Report
(Date of earliest event reported)
EVANS ENVIRONMENTAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-16322 84-1061207
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
99 SOUTHEAST FIFTH STREET, FOURTH FLOOR, MIAMI, FL 33131
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(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code (305) 374-8300
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ITEM 2 ACQUISITION OR DISPOSAL OF ASSETS
On July 8, 1996, the Company acquired all the outstanding stock of
American Remedial Technologies, Inc., a Florida corporation ("ART") from its
sole shareholder, Mr. Enrique A. Tomeu. ART operates a soil remediation facility
in Lynwood, California (the "Remediation Division"). This facility is the only
currently licensed fixed base facility for thermal soil remediation in Los
Angeles County, California. ART received its permit to operate on December 26,
1995 and began full operations on January 2, 1996. Its licensed capacity
approaches 20,000 tons per month. The acquisition of ART will involve the
Company in thermal remediation, a natural outgrowth of its current environmental
consulting and remediation activities.
The purchase price of ART consisted of a cash payment of $6,000,000, the
issuance of 3,000,000 shares of unregistered Common Stock and the issuance of
1,000,000 shares of Series B Convertible Preferred Stock. The cash payment came
from the proceeds of a Regulation S stock offering (see Item 5, below). The
Series B Convertible Preferred Stock is convertible into 10,000,000 shares of
Common Stock subject to an earn-out formula. As part of the acquisition, Mr.
Tomeu was appointed Chief Executive Officer, President and a Director of the
Company. Mr. Tomeu has over 15 years experience in the construction and
environmental industries.
ITEM 5 OTHER EVENTS
On July 8, 1996, the Company completed a Regulation S stock offering.
The offering involved a sale of 9,000,000 shares of Common Stock at an offering
price of $.90 per share generating gross proceeds to the Company of $8,100,000.
The offshore placement agent (the "Placement Agent") handling the offering
entered into an agency agreement which provided for a cash management and
selling fee aggregating $607,500, or 7.5% of the gross proceeds. In addition,
the Placement Agent received broker warrants to purchase 630,000 shares of
Common Stock, exercisable at $1.00 per share until July 8, 1998 and was
reimbursed for out of pocket expenses of approximately $140,000. Thus, net cash
proceeds to the Company in connection with this offering were approximately
$7,352,500.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) The financial statements of ART, and any Pro Forma financial
information so required, will be filed within 60 days after the Report 8-K must
be filed.
(c) Stock Sale Agreement between the Company and Enrique A. Tomeu dated
March 15, 1996, as amended, incorporated by reference from Exhibit 10.13 of
Registrant's Annual Report on Form 10-KSB for the fiscal year ended March 31,
1996 dated July 15, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 22, 1996 EVANS ENVIRONMENTAL CORPORATION
a Colorado corporation
By: /S/ CHARLES C. EVANS
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Charles C. Evans
Chairman of the Board of Directors
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