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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 31, 1996
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EMCON
(Exact name of registrant as specified in its charter)
California 0-16225 94-1738964
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
400 S. El Camino Real, Suite 1200
San Mateo, CA 94402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 375-1522
(Former name, former address and former fiscal year, if changed since last
report)
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This report, including exhibits, consists of 4 pages. The Exhibit index is
located on page 3.
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Item 5. Other Events
In a press release disseminated on February 1, 1996, EMCON publicly
announced the signing of a definitive agreement for the purchase of Organic
Waste Technologies, Inc. ("OWT"), a privately held landfill gas technology and
services company dedicated to designing, manufacturing, installing operating and
maintaining a complete range of environmental control systems for its landfill
clients.
The acquisition is non-dilutive to existing shareholders and will be
accounted for as a purchase. Under the agreement, EMCON will acquire all of the
capital stock of OWT in exchange for $14 million in cash. Subject to the
satisfaction of various closing conditions, the proposed transaction is
scheduled to close in early March, 1996.
A copy of the press release announcing this transaction is attached
hereto as an exhibit and is incorporated herein by reference.
Item 7. Exhibits
A copy of the Registrant's press release dated January 31, 1996, is
attached hereto as Exhibit 1 and is incorporated herein by reference.
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.
Date: February 7, 1996 EMCON
By: R. Michael Momboisse
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R. Michael Momboisse
Chief Financial Officer
and Vice President - Legal
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EMCON
Exhibit Index
to Form 8-K
Sequentially
Numbered
Exhibit Document Page
- - ------- -------- ------------
1 Press Release dated January 31, 1996 4
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EXHIBIT 1
Contact: Kim Mortyn
(415) 375-1522
EMCON ANNOUNCES PENDING ACQUISITION
SAN MATEO, California, January 31, 1996 -- EMCON (NASDAQ:MCON) today
announced it has reached an agreement to acquire Organic Waste Technologies,
Inc. (OWT), a privately held landfill gas technology and services company
dedicated to designing, manufacturing, installing, operating and maintaining a
complete range of environmental control systems for its landfill clients.
For the past decade, OWT has specialized in providing state of the art
services related to the operation, maintenance, monitoring and control of
landfill gas and leachate control systems. The services provided are a natural
adjunct to capabilities already offered by EMCON, a 25 year veteran and
nationally recognized expert in landfill consulting services throughout the
United States.
The acquisition is non-dilutive to existing shareholders and will be
accounted for as a purchase. Under the agreement, recognized to be of strategic
value to both companies on account of the complementary services each firm
offers, EMCON will acquire all of the capital stock of OWT in exchange for $14
million in cash. Subject to the satisfaction of various closing conditions, the
proposed transaction is scheduled to close in early March, 1996.
Enthusiasm for the transaction is shared equally by EMCON President,
Eugene M. Herson, and OWT President, Mark H. Shipps. Commented Herson, "EMCON
has always been on the cutting edge of the landfill services industry. Our
merger with OWT takes advantage of the synergies between our two firms, linking
the nation's leading landfill design firm with the premier integrated landfill
contractor, thus strengthening our core business." "By aligning ourselves with
EMCON," added Shipps, "we will be able to improve our products and services by
integrating EMCON's strong and diverse engineering talents with OWT's
installation, operations and maintenance capabilities."
EMCON is a nationally recognized consulting firm providing services in
environmental engineering, waste management, air and water quality management,
occupational health and safety, and construction. Established in 197l, EMCON
offers its environmental services from over 40 offices nationwide to private and
public sector clients in the United States and abroad.
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