<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------
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) May 7, 1996
-------------------------------
GLOBAL ENVIRONMENTAL CORP.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
New York 0-17430 13-3431486
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
P.O. Box 1300, Unit 1, Bedminster Industrial Park, Apple Tree Lane,
Plumsteadville, Pennsylvania 18949
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (215) 766-2730
----------------------------
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
On May 7, 1996, Global Environmental Corp. (the "Company") agreed,
subject to shareholder approval, to sell to William V. Rice the following
assets: (i) 100% of the issued and outstanding common stock of its wholly-owned
subsidiary Rage Inc., a Delaware corporation ("Rage") which is engaged in the
business of engineering and supplying pneumatic material handling systems, (ii)
the real property and improvements at Bedminster Industrial Park, Unit 1, Apple
Tree Lane in the township of Bedminster, Bucks County, Pennsylvania (the
"Property"), and (iii) a certain automobile. The Company will also enter into
an installment contract with Mr. Rice providing for the payment to him of
$54,600 in twenty-six (26) equal bi-weekly payments of $2,100, such payments to
commence upon the closing of this transaction, and will make two additional
payments of $25,000 each to Mr. Rice.
In consideration of the sale of the assets described above, Mr. Rice
will (i) deliver to the Company 517,000 shares of common stock of the Company,
(ii) assume all liabilities currently secured by the Property, (iii) release the
Company from any and all liability relating to the Property, (iv) cancel any and
all employee stock options and/or any derivative securities relating to the
Company held by Mr. Rice, and (v) cancel the employment agreement between the
Company and Mr. Rice dated April 16, 1991.
Mr. Rice is a former director and is the former president, chief
financial and accounting officer of the Company.
ITEM 7. EXHIBITS
Pursuant to Item 601(b) of Regulation S-K, the following exhibits are
being filed herewith:
Exhibit No. Description
- ----------- -----------
2.1 Letter of Intent dated May 7, 1996 between the Company and
William V. Rice relating to the sale of 100% of the issued and
outstanding common stock of Rage Inc. and certain real and
personal property.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
GLOBAL ENVIRONMENTAL CORP.
By:/s/ Lawrence Beer
-----------------
Lawrence Beer
President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Letter of Intent dated May 7, 1996 between the Company and
William V. Rice relating to the sale of 100% of the issued and
outstanding common stock of Rage Inc. and certain real and
personal property.
<PAGE>
EXHIBIT 2.1
GLOBAL ENVIRONMENTAL CORP.
Global Environmental Holdings, Inc.
Airline Products Company
The Danzer Metal Works Company
Rage Inc.
Texcon Inc.
May 7, 1996
Mr. William V. Rice
4895 Gloucester Drive
Doylestown, PA 18901
Dear Mr. Rice:
Global Environmental Corp., a New York Corporation ("Global") is pleased to
enter into this commitment letter with William V. Rice ("Rice") for the sale of
Rage Inc., a Delaware Corporation ("Rage"), a wholly owned subsidiary of Global.
1. SALE BY GLOBAL OF RAGE. Global shall sell and deliver to Rice, upon
completion of final documentation, the following assets:
(a) 100% of the shares of common stock of Rage representing all of
the issued and outstanding shares of Rage owned by Global. The
purchase of this stock shall include all of the assets and
liabilities, both asserted and non-asserted, associated with Rage
and as shall be more fully disclosed in the final transaction
documentation. This Agreement shall exclude all intercompany
balances among Rage, Global and Dancer.
(b) The real property and improvements commonly referred to as
Bedminster Industrial Park, Unit 1, Apple Tree Lane, Township of
Bedminster, Bucks County, Pennsylvania. All liabilities secured
by said property shall be assumed by Rice and with a release of
liability to Global.
(c) The personal automobile, or the lease thereof, of Rice.
(d) Installment contract issued by Global granting Rice twenty-six
equal payments of $2,100 paid by-weekly upon the signing of this
agreement.
<PAGE>
(e) $25,000 by Friday, May 10, 1996 and $25,000 fifteen days
thereafter. These payments shall be directed to William V. Rice.
2. PURCHASE BY RICE. As payment for these assets, Rice agrees to
deliver, upon completion of final documentation, the following:
(a) 517,000 shares of common stock of Global.
(b) Cancellation of Rice's employee stock options and or any
derivative securities relating to Global and any of its
subsidiaries that are not involved in this transaction.
(c) Cancellation of the employment contract by and between Rice and
Global.
3. BINDING INTENT/DEFINITIVE AGREEMENT. It is understood that although
this letter is intended to be a binding statement of intent and each
party agrees in principle to the contents hereof, Global and Rice will
proceed promptly and in good faith to work out the definitive
agreements with respect to the transaction. In that regard, Global
and Rice agree as follows:
(a) Subject to completion of final documentation, the parties will
use their best efforts to complete this transaction before the
close of business on May 15, 1996 or such later date mutually
agreed to by both parties.
(b) Global will prepare the necessary documents but will rely on
information regarding Global provided by Rice. All terms and
conditions concerning the transaction shall be stated in the
definitive written agreements approved by Global and Rice acting
in consultation with their respective counsel. Such terms and
conditions shall include representations, warranties, covenants
and indemnities that are mutually acceptable to Global and Rice.
(c) Recognizing that Global has an obligation to disseminate material
information to the public and its shareholders, Global and Rice
shall confer with each other prior to the issuance of any
reports, statements or releases pertaining to this transaction.
Further, both parties acknowledge, that this transaction will
require Global shareholder approval.
<PAGE>
4. MANAGEMENT SERVICES. Upon execution of this Agreement, Rice shall
begin consulting services for Rage and shall be responsible for day to
day management of Rage, subject to the supervision and will of Global
senior management and Global board of directors. Rice's existing
compensation for Rage will continue during this period.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof and supersedes
all previous discussions, promises, representations or agreements
respecting the subject matter contained herein. No alteration or
modification of this agreement shall be valid unless agreed to by both
parties. The terms and conditions of this transaction shall be stated
in the definitive agreements approved by Global and Rice on advice of
counsel.
If this letter of intent correctly sets forth your understanding of the terms of
our agreement, kindly so acknowledge by signing the original and duplicate of
this letter and returning it to the undersigned.
Sincerely,
Lawrence Beer,
President
/s/ Lawrence Beer
Agreed and accepted:
/s/ William V. Rice
- ---------------------
William V. Rice
Date:5/7/96
