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 29, 1999
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THE RANDERS KILLAM GROUP INCORPORATED
(Exact name of Registrant as specified in its charter)
(formerly, The Randers Group Incorporated)
Delaware 0-18095 38-2788025
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization File Number) Identification Number)
570 Seminole Road
Norton Shores, Michigan 49444
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
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Item 5. Other Events
On January 28, 1999, the shareholders of The Randers Group Incorporated
(the "Company") authorized the Company to change its name to "The Randers Killam
Group Inc." Such name change became effective at the close of business on
January 29, 1999, upon the filing of a Certificate of Amendment to the Company's
Certificate of Incorporation (the "Certificate of Amendment") with the Secretary
of State of the State of Delaware.
Also on January 28, 1999, the shareholders of the Company approved a
one-for-five reverse split (the "Reverse Split") of the Company's Common Stock,
par value $.0001 per share. The Reverse Split became effective upon the filing
of the Certificate of Amendment with the Secretary of State of the State of
Delaware at the close of business on January 29, 1999 (the "Effective Date").
Pursuant to the Reverse Split, each share of Common Stock outstanding
immediately prior to the Effective Date represents 1/5 of a share of Common
Stock from and after the Effective Date. No fractional shares of Common Stock or
scrip representing fractional shares of Common Stock will be issued in
connection with the Reverse Split. Any stockholder who would otherwise be
entitled to receive a fractional share will be paid cash equal to such
stockholder's fractional interest multiplied by the closing price as reported by
the American Stock Exchange, Inc.'s Emerging Company Marketplace (as adjusted by
the Reverse Split) of the Common Stock on the Effective Date in lieu of such
fractional share.
Trading of the Common Stock has not been, and will not be, interrupted.
However, the Common Stock began to trade under the Company's new name, with a
new CUSIP number (752333 20 3), under the symbol RGI at the opening of business
on Monday, February 1, 1999. Shareholders of record on Friday, January 29, 1999,
will be requested to exchange their stock certificates for new certificates
reflecting these changes.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Combined Condensed Financial Information: Not applicable
(c) Exhibits
3.1 Certificate of Amendment to Certificate of Incorporation, dated
January 29, 1999 (filed as Exhibit 3 to the Amendment No. 1
to the Company's Registration Statement on Form 8-A, and
incorporated herein by reference).
4.1 Specimen Common Stock Certificate 1999 (filed as Exhibit 6 to
the Amendment No. 1 to the Company's Registration Statement on
Form 8-A, and incorporated herein by reference).
99.1 Press Release, dated January 29, 1999.
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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 its behalf by the
undersigned thereunto duly authorized, on this first day of February, 1999.
THE RANDERS KILLAM GROUP INC.
By: /s/ Sandra L. Lambert
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Sandra L. Lambert, Secretary
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EXHIBIT 99.1
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
RANDERS GROUP APPROVES REVERSE STOCK SPLIT,
CHANGES NAME TO RANDERS KILLAM GROUP
WALTHAM, Mass., January 29, 1999 -- The Randers Group Incorporated (ASE-RGI.EC)
announced today that its shareholders approved several proposals by the
company's board of directors, including a reverse stock split and a name change,
during a special meeting held Thursday, January 28. This meeting was held in
lieu of the company's annual meeting.
Shareholders approved: the company's proposal for a 1-for-5 reverse stock split,
its previously announced acquisition of The Killam Group Inc. from Thermo
TerraTech Inc., and a proposal to change its name to The Randers Killam Group
Inc.
"These actions signify a new era for Randers," said Emil C. Herkert, president
and chief executive officer of The Randers Killam Group. "Our new name
symbolizes the full-service capabilities of Randers Killam, which provides
environmental and process engineering as well as outsourcing services."
Trading of the company's common stock will not be interrupted. However, the
common stock will begin to trade under the new name, with its new CUSIP number
(752333 20 3), under the symbol RGI on Monday, February 1. Shareholders of
record on Friday, January 29, 1999, will be requested to exchange their stock
certificates for new certificates reflecting these changes.
Yesterday's actions do not affect previously announced plans for The Randers
Killam Group to be consolidated into its parent, Thermo TerraTech Inc. This
consolidation was announced in August as part of a larger reorganization of
Thermo TerraTech's parent, Thermo Electron Corporation, to, among other things,
reduce the complexity of Thermo Electron's corporate structure and strategically
realign certain businesses to enhance their competitive market positions.
The Randers Group Incorporated provides comprehensive engineering and
outsourcing services in such areas as water and wastewater treatment, highway
and bridge projects, process engineering, construction management, and
operational services. Clients include municipalities, government agencies, and
companies in the manufacturing, pharmaceutical, and chemical-processing
industries. The Randers Group is a public subsidiary of Thermo TerraTech Inc., a
Thermo Electron company.
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The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for the
fiscal year ended April 4, 1998. These include risks and uncertainties relating
to: dependence of the company's business on sales to government entities,
effects of intense competition, dependence of the company's business on
environmental regulation, potential environmental and regulatory liability,
potential professional liability, the effect of seasonal influences on the
company's performance, the company's acquisition strategy, and the potential
impact of year 2000 on processing date-sensitive information.
