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): November 3, 1999
ENVIRONMENTAL MONITORING & TESTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-18296 62-1265486
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.
incorporation)
825 Main Street South, New Ellenton, South Carolina 29809
(Address of principal executive offices)
Registrant's telephone number, including area code: (803) 652-2718
N/A
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
(a) Pursuant to a Stock Purchase Agreement dated August 1, 1999, on
November 3, 1999, WFD Partnership (the "Partnership") purchased 1,000,000
shares of the Registrant's common stock, $.01 par value, from George J.
Georges, who was then an officer, director and the principal shareholder of
the Registrant. On August 1, 1999, the Partnership entered into a Stock
Purchase and Voting Rights Agreement with Mr. Georges pursuant to which he
agreed to sell, and the Partnership agreed to buy, an additional 900,000 shares
of Mr. Georges' common stock on or before December 3, 2000. At closing of the
stock purchase, Vincent Ferri and Martin Jacoby, who are both general partners
of the Partnership, and Sidney Pump, whose wife, Juleen Pump, is also a general
partner, were elected directors of the Registrant and the Registrant's previous
officers and directors then resigned. Mr. Ferri was subsequently elected
president of the Registrant, Mr. Jacoby was elected treasurer, and Mr. Pump was
elected secretary. Mr. Pump resigned as an officer and director by
resignation letter dated January 10, 2000, and received by the Registrant
January 18, 2000.
Of the purchase price of $277,500 paid by the Partnership to Mr. Georges to
acquire 1,000,000 shares of his common stock, $175,000 was borrowed by the
Partnership from the Registrant, $100,000 was borrowed by the Partnership from
Dennis Jacoby, a general partner of the Partnership, and the balance of $2,500
was contributed by Sidney Pump. Subsequent to the funding of the loan from the
Registrant to the Partnership, the Registrant and the Partnership executed a
loan agreement dated January 21, 2000, to evidence the November 3, 1999, loan
transaction.
The Registrant is not able to determine whether the loan transaction
between the Partnership and the Registrant was approved by the Registrant's
directors or shareholders at the time the loan was made. In the event that
the loan was not approved, the Registrant may have the right to proceed against
the Partnership and its partners for recovery of the funds loaned to the
Partnership. Mr. Georges has agreed in writing with the Partnership that he
will not exercise any right that he might to have rescind the transaction on
the basis of lack of corporate approval.
Certain of the general partners of the Partnership have made, and have
agreed to continue to make, advances to the Registrant from time-to-time on
behalf of the Partnership, and such advances will be applied to the payment of
interest and principal on the Partnership's loan from the Registrant.
(b) The table below provides the following information as of February 2,
2000, with respect to (i) any person who is known to the Registrant to be the
beneficial owner of more than five percent of any class of the Registrant's
voting securities, (ii) each of the named executive officers and directors, and
(iii) by all directors and executive officers of the Registrant as a group.
<TABLE>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner(1) of Class
<S> <C> <C> <C>
Common Stock, Vincent A. Ferri(2) 1,900,000 49.9%
$.01 par value 10721 St. Andrews Road
Boynton Beach, FL 33436
Martin Jacoby(2) 1,900,000 49.9%
9866 NW 17th Street
Coral Springs, FL 33071
Dennis Jacoby 1,900,000 49.9%
412 Capri I
Delray Beach, FL 33484
Juleen Pump 1,900,000 49.9%
4811 NW 98th Way
Coral Springs, FL 33076
WFD Partnership(3) 1,900,000 49.9%
10721 St. Andrews Road
Boynton Beach, FL 33436
All Directors and 1,900,000 49.9%
Executive Officers
as a Group
___________________
(1) The Partnership is the record owner of 1,000,000 shares of the
Registrant's common stock. As the Partnership has the right to vote
900,000 additional shares of the Registrant's common stock pursuant
to the Stock Purchase and Voting Rights Agreement, in accordance with
Rule 13d-3 the Partnership is deemed to be the beneficial owner of
those 900,000 shares. Also pursuant to Rule 13d-3, each of the
partners of the Partnership is deemed to be the beneficial owner of
the shares held of record and beneficially by the Partnership, being
an aggregate of 1,900,000 shares.
(2) Officer and Director of the Registrant.
(3) The partners of the Partnership are Vincent Ferri, Martin Jacoby,
Dennis Jacoby and Juleen Pump. In accordance with the Partnership's
Partnership Agreement, Partnership voting rights and the
distribution of the Registrant's shares owned by the Partnership are
allocated on the basis of 280,000 shares each to Mr. Ferri, Mrs. Pump,
and Dennis Jacoby, and 160,000 shares to Martin Jacoby.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits
10.1* Loan Agreement dated January 21, 2000, between WFD Partnership and the
Registrant.
20.1* Stock Purchase Agreement dated August 1, 1999, between WFD Partnership
and George J. Georges.
20.2* Stock Purchase and Voting Rights Agreement dated August 1, 1999,
between WFD Partnership and George J. Georges.
__________________
* Incorporated by reference to Schedules 13D filed by WFD Partnership,
Vincent Ferri, Martin Jacoby and Dennis Jacoby on January 27, 2000.
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 hereunto duly authorized.
ENVIRONMENTAL MONITORING
& TESTING CORPORATION
(Registrant)
Dated: January 25, 2000 By: /s/ Vincent A. Ferri
Vincent A. Ferri, President
</TABLE>
