SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 19, 2000
COMMISSION FILE NUMBER:
Delaware USA Biomass Corporation 33-0329559
(State or other (Exact name of registrant (I.R.S. Employer
jurisdiction of as specified in its charter) Identification No.)
incorporation or
organization)
7314 Scout Avenue, Bell Gardens, California 90201
(Address of principal executive offices) (Zip Code)
(562) 928-9900
(Registrant's telephone number, including area code)
AMCOR Capital Corporation, 52300 Enterprise Way, Coachella, CA 92236
(Former name or former address, if changed since last report)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
(949) 660-9700
Facsimile: (949) 660-9010
Page 1 of 4
Index to Exhibits specified on Page 4
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ITEM 5. OTHER EVENTS
The following condensed pro forma balance sheet of USA Biomass Corporation, a
Delaware corporation, (the "Company") at February 29, 2000 has been prepared to
exhibit the Company's compliance with the NASDQ net tangible equity requirement
for continued listing on the NASDQ small cap quotation service.
This balance sheet reflects on a pro forma basis the Company's sale on March 1,
2000 of 3,000 shares of its Series Convertible Preferred stock for net proceeds
of $2,834,000. The Company paid dividends of $409,000 on its Series A
Convertible Preferred stock out of the proceeds of the sale of the Series C
Convertible Preferred shares. This dividend has also been recorded as a pro
forma adjustment, as if the transactions had occurred on February 29, 2000.
USA Biomass Corporation
Condensed Pro Forma Balance Sheet
February 29, 2000
(Unaudited)
- --------------------------------------------------------------------------------
Assets
Total current assets $ 6,480,000
Non-current assets 8,009,000
------------
Total assets $ 14,489,000
------------
Liabilities and Shareholders' Equity
Liabilities:
Total current liabilities $ 5,471,000
Non-current liabilities 5,906,000
------------
Total Liabilities $ 11,377,000
------------
Shareholders' Equity:
Series A Convertible Preferred Stock $ 7,000
Series C Convertible Preferred Stock 3,000
Common Stock 20,000
Additional paid-in capital 28,494,000
Receivable for common stock (103,000)
Treasury Stock (118,000)
Deficit (25,191,000)
------------
Total Shareholders' Equity $ 3,112,000
------------
Total Liabilities and Shareholders' Equity $ 14,489,000
------------
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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.
USA BIOMASS CORPORATION
DATED: April 20, 2000 By: /s/ Fred H. Behrens
---------------------------------------
Fred H. Behrens,
Chief Executive Officer and Chairman of
the Board of Directors
3
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INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
Not applicable.
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