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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 10, 1996
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GLOBAL ENVIRONMENTAL CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
New York 0-17430 13-3431486
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
17500 York Road, Hagerstown, Maryland 21740
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code)
Registrant's telephone number, including area code (301) 582-2000
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P.O. Box 1300, Bedminster Industrial Park, Unit 1, Apple Tree Lane,
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Plumsteadville, PA 18949, 215-766-2730
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of June 10, 1996, Global Environmental Corp., a New York
corporation (the "Company"), sold its wholly-owned subsidiary, Rage Inc., a
Delaware corporation ("Rage"), and certain real estate to William V. Rice
("Rice"). The sale of Rage was accomplished through the execution and delivery
of a Common Stock Purchase Agreement dated May 22, 1996 (the "Agreement")
between the Company, Global Environmental Holdings, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Global Holdings"), and Rice.
Pursuant to the Agreement, the Company sold forty-five shares of common stock
(the "Shares") of Rage, representing 100% of the issued and outstanding Rage
stock to Rice. In addition, pursuant to the Agreement the Company agreed to
make cash payments in the aggregate amount of $104,600 to Rice. The Company
also transferred to Rice the real property and improvements at Bedminster
Industrial Park, Unit 1, Apple Tree Lane in the township of Bedminster, Bucks
County, Pennsylvania (the "Property"), subject to Rice's assumption of the
related mortgage debt and approval by the mortgagee or completion of wraparound
financing by the Company.
In consideration for the Shares, the Property and the cash payments,
(i) Rice delivered to the Company at the closing on June 10, 1996 517,000 shares
of common stock of the Company, representing all of the common shares of the
Company and its subsidiaries, other than Rage, owned by Rice, (ii) all of Rice's
employee stock options and/or derivative rights relating to the Company and its
subsidiaries were cancelled and (iii) Rice's employment agreement with the
Company, dated April 16, 1991, was cancelled.
The sale was executed without shareholder consent, as such consent was
not required under New York law. The value of the consideration was
approximately the book value of the assets and a marginal gain or loss on the
transaction is not expected.
Rage is engaged in the business of engineering and supplying pneumatic
material handling systems. Rice is a former director and is the former
president, chief financial and accounting officer of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION (1) For the PROFORMA financial
statements required pursuant to Article 11 of Regulation S-X, the Registrant
hereby incorporates by reference the financial statements of the Registrant
presented on Form 10-Q for the three month period ended April 30, 1996.
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(c) EXHIBITS
Pursuant to Item 601(b) of Regulation S-K, the following exhibits are
being filed herewith:
Incorporated by Reference
Exhibit No. Description or Filed Herewith
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2.1(a) Letter of Intent Incorporated by
dated May 7, 1996 reference to Exhibit
between the Company 2.1 to Registrant's
and William V. Rice Form 8-K dated (date
relating to the sale of earliest event
of 100% of the reported: May 7,
issued and 1996) filed on May
outstanding common 17, 1996.
stock of Rage, Inc.
and certain real and
personal property.
2.1(b) Common Stock Incorporated by
Purchase Agreement reference to Exhibit
between William V. 2.1 to Registrant's
Rice and the Company Form 10-Q for the
dated May 22, 1996 three months ended
providing for the April 30, 1996.
sale of 100% of the
issued and
outstanding stock of
Rage Inc. and
certain real
property.
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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.
Dated: June 24, 1996 By:/s/ Lawrence Beer
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Lawrence Beer
President
