SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: SEPTEMBER 3, 1999
THE TIREX CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
33-17598-NY
(Commission File Number)
22-2824362
(IRS Employer Identification Number)
3828 ST. PATRICK
MONTREAL, QUEBEC H4E 1A4
(Address of Principal Executive offices) (Zip Code)
(514) 933-2518
Registrant's Telephone Number,
including Area Code
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable. As of the date hereof, the Company has 105,854,976
Common shares issued and outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In order to provide capital to complete the TCS-1 system improvements
more fully described in Item 5, and to more fully concentrate on its core
business, ie., the design and sale (or lease) of its process machinery, the
Company has made arrangements to sell the assets of the welcome mat molding
operations to IM2 for $167,500 U.S. dollars. The $167,500 will be used to
advance the cost to complete the TCS-1 systems improvements. Management believes
it advisable, due to its limited capital resources, to concentrate on the
ongoing TCS-1 improvements. Management further believes that the Company will
have sufficient working capital from the sale of the mat molding assets and the
collection of investment R&D tax credit refunds from the Canadian government to
complete the improvements of the TCS-1 plant by November 30, 1999.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS
The Registrant has undergone the following significant events:
(a) The Company announced on June 30, 1999 that crumb rubber
production has been delayed, due to the requirements to make various
modifications observed during startup of its TCS-1 tire recycling plant in order
to improve production efficiency. Through the months of July and August 1999 the
Company halted production of rubber crumb production to concentrate on
implementing the TCS-1 plant improvements. The system had been operated for
short intervals for test purposes only. With respect to the TCS-1 plant, the
improvements will include the following:
(i) Front end - the front end will be
semi-automated to elevate debeader jams and to simplify sidewall and trend
separation;
(ii) Freezing chambers - The moving rails will be
replaced with moving conveyor system and the final assembly of the second
freezing tower for the sidewall sections will be completed.
(iii) Fracturing mills - The final assembly of the
second assembly for the sidewall sections will be completed.
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(iv) Assembly of the sidewall tread crumb
screening system will be completed.
The Company estimates the aforementioned improvements will be completed
by November 30, 1999 at an estimated cost for material and labor of $220,000
U.S. dollars.
The current order backlog for TCS-1 systems is subject to completion of
the improvements to the TCS-1 tire recycling system. Although such backlog may
be used as a guideline in determining the value of the orders received, it is
subject to change by reason of possible cancellation of orders or change in the
terms of the contracts due to delays and other factors beyond the Company's
control. Accordingly, backlog orders should not be relied upon as being
necessarily indicative of the revenues or profits which the Company might
ultimately realize from such orders.
The ultimate consummation of a sale pursuant to any order included in
the backlog will be entirely dependant upon the Company's completion of the
TCS-1 plant improvements, continuing to meet all performance expectations, each
customer obtaining lease or other financing, as well as all required permits and
licensing.
(b) The Company has retained the Law Firm of Frohling, Hudak &
Pellegrino, LLC to serve as U.S. Securities Counsel for the Company.
ITEM 6. RESIGNATION OF DIRECTORS.
The Board of Directors accepted, effective September 1, 1999, the
resignation of Henry Meier from the positions of Treasurer, Chief Financial
Officer and Chief Accounting Officer. Mr. Meier resigned his positions so he may
negotiate a manufacturing license agreement with the Company to build 3 TCS-1
tire recycling systems in New Jersey for a third party. Louis V. Muro has
submitted his resignation, effective immediately, from the position of Secretary
of the Corporation. Mr. Muro will continue to serve as the Company's Vice
President in charge of engineering and as a director of the Company. Michael Ash
has been appointed Secretary/Treasurer and Chief Accounting and Financial
Officer. Terence C. Byrne has been reappointed to the positions of Chairman of
the Board of Directors, member of the Executive Committee of the Board of
Directors, and as Chief Executive Officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
Signatures Pursuant to the requirements of the Securities Act of
1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
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The Tirex Corporation
September 3, 1999 By: /s/ TERENCE C. BYRNE
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Terence C. Byrne
Chairman of the Board of Directors
and Chief Executive Officer
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