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: FEBRUARY 9, 2000
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 this date, the Company has 136,886,503 Common
shares issued and outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of January 31, 2000, the Company had not closed on the sale of the
assets of its welcome mat molding business and had not received any part of the
$167, 500 anticipated proceeds. The Company has no assurance that such sale will
be consummated.
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 in December 1999 and February 2000 that
commencement of the crumb rubber production had been delayed, due to the
requirements to make various additional modifications observed during startup of
its TCS-1 tire recycling plant in order to improve production efficiency. See
Exhibit A to this Report. The system has been operated for short intervals
during the period of November 1999 to the present 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.
(iv) Assembly of the sidewall tread crumb screening system
will be completed.
The Company estimates the aforementioned improvements will be completed
during February 2000 at an additional estimated cost for materials and labor not
to exceed $50,000 U.S. dollars. There is no assurance that the Company's
products or systems will attain commercialism or even if they do, that the
Company's operations will be profitable. In January 2000 the Company increased
the
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authorized Common Shares of the Company from 120,000,000 to 165,000,000. See
Exhibit B to this Report
In February 2000 the Company authorized the issuance of 677,000 shares
of common stock in exchange for conversion rights of holders of certain
debentures and the issuance of 12,593,396 shares of common stock to various
officers, directors, employees and consultants all in reliance on an exemption
from Registration provided by Section 4(2) of the Securities Act of 1933, as
amended, and are thus deemed to be restricted securities.
ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS.
The Board of Directors accepted, effective November and December 1999,
the resignations of Louis Sanzaro as President of the Company, the resignation
of John G. Hartley as Director of the Company, the resignation of Terence C.
Byrne as President, Chief Executive Officer, and as Director and Chairman of the
Board of Directors of the Company, and appointed John L Threshie Jr. as
President, Chief Executive Officer and Director of the Company
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit A February 8, 2000 Press Release.
Exhibit B Certificate of Amendment to Certificate of
Incorporation.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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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.
The Tirex Corporation
February 9, 2000 By: /s/ JOHN L. THRESHIE, JR.
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John L. Threshie, Jr.
President and Chief
Executive Officer
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FOR IMMEDIATE RELEASE
FEBRUARY 8, 2000
Visit our web site for weekly updates
www.tirex.com
- -------------
The Tirex Corporation
OTC BULLETIN BOARD - "TXMC"
TIREX HAS SUDDEN SURGE IN STOCK
TCS-1 COMMERCIAL TESTING PROGRESSING WELL
MONTREAL, CANADA, February8, 2000 --- TIREX announced yesterday that the Company
was unaware of the reason for the recent increase in the Company's stock price
last week as no news release was forthcoming from the Company, said TIREX
President, John L. Threshie, Jr.
Tirex is the developer of a patented cryogenic tire recycling system (TCS-1)
that is undergoing final adjustments before being ready for commercialization.
"The TCS-1 testing and adjustments continue to progress", Mr. Threshie went on
to say, "the TCS-1 will again operate in a final test mode this week until all
adjustments are made and the system runs continuously without interruption. At
which point TIREX is confident the TCS-1 will be ready for production."
Please visit the web site for weekly TCS-1 updates, press releases and
information.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF COMMERCIAL CORPORATIONS
FILED 09:00 am 01/28/2000
001044215 - 2135355
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
THE TIREX CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is The Tirex Corporation.
2. The certificate of incorporation is hereby amended by
deleting Article FOURTH in its entirety and by substituting in lieu of said
Article FOURTH the following:
"FOURTH: The aggregate number of shares of all classes of the
capital stock which the corporation shall have the authority to issue
is one hundred sixty five million (165,000,000) shares, of which one
hundred sixty five million (165,000,000) shares shall be common stock,
par value $.001 per share. The board of directors of the corporation
may determine the times when, the terms under which and the
consideration for which the corporation shall issue, dispose of or
receive subscriptions for shares, including treasury shares, or acquire
its own shares. The consideration for the issuance of the shares shall
be paid in full before their issuance and shall not be less than the
par value per share. Upon payment of such consideration, such shares
shall be deemed to be fully paid and nonassessable by the corporation."
3. The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 228
and 242 of the General Corporation law of the State of Delaware.
4. The capital of the Corporation will not be reduced under
or by reason of any amendment herein certified.
Executed at Montreal, Canada on January 27, 2000
Attest THE TIREX CORPORATION
By /s/ MICHAEL D.A. ASH By /s/ JOHN L. THRESHIE, JR.
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Michael D.A. Ash, Secretary John L. Threshie, Jr., President
