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): September 29, 2000
PROBEX CORP.
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(Exact name of registrant as specified in its charter)
Delaware 001-15567 33-0294243
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
13355 Noel Road, Suite 1200, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 788-4772.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 29, 2000, Probex Corp., a Delaware corporation (the
"Registrant"), acquired, through its wholly-owned subsidiary, Probex Fluids
Recovery, Inc., a Delaware corporation ("PFR"), substantially all of the assets
of Specialty Environmental Services ("SES" and the "SES Assets"), a division of
Pennzoil-Quaker State Company ("Seller"). The acquired assets consist of those
assets used in the business of collecting, purchasing, selling, delivering and
marketing used petroleum products. The aggregate purchase price of the SES
Assets was $5,500,000.00, which was paid pursuant to a promissory note in the
amount of the purchase price. The note has a term of sixty (60) days and bears
interest at an annual rate of thirteen percent (13%) for the first thirty (30)
day period, and an annual rate of eighteen percent (18%) for the remainder of
the term. In connection with purchase of the SES Assets, the Registrant and PFR
entered into sixteen (16) Services Agreements, six (6) of which are filed as
exhibits to this Form 8-K, pursuant to which Seller has agreed to provide
ongoing services with respect to the SES Assets located on properties retained
by Seller. The remaining ten (10) Service Agreements are short-term, ranging
from three (3) to six (6) months, and require PFR to remove and relocate the SES
Assets from those ten (10) locations by not later than the expiration of those
Service Agreements. Additionally, PFR and the Registrant entered into a
Corporate Services Agreement pursuant to which Seller has agreed to provide
short-term transition services for the SES Assets. Further, PFR entered into a
Used Product Collection Agreement with Seller, pursuant to which Seller will, in
exchange for PFR making its various services available to Seller's customers,
promote PFR's services to certain customers of Seller.
SES is engaged in the business of, among other things, the collection
of waste oil and related waste products, and the sale of certain related
services and equipment, and operates in the States of Alabama, Arkansas,
Florida, Georgia, Louisiana, Maryland, Mississippi, North Carolina, Tennessee
and Texas. For marketing purposes, SES will continue to operate under its trade
name pending the completion of construction of the Registrant's initial plant
facility in Wellsville, Ohio.
ITEM 5. OTHER EVENTS
At a Special Meeting of the Stockholders of Probex Corp. a Colorado
corporation ("Probex Colorado"), held on August 31, 2000, the stockholders,
among other things, approved a proposal to effect a change in the state of
incorporation of Probex Colorado from Colorado to Delaware (the
"Reincorporation") pursuant an Agreement and Plan of Merger dated August 30,
2000, by which Probex Colorado would merge with and into its wholly-owned
subsidiary, Probex Corp., a Delaware corporation ("Probex Delaware").
Immediately after the Special Meeting of Stockholders, Probex Colorado and
Probex Delaware effected the Reincorporation by filing Articles of Merger and a
Certificate of Merger with the Secretaries of State of Colorado and Delaware,
respectively. The Reincorporation changed the legal domicile of Probex Colorado
from Colorado to Delaware, but did not result in a change in the principal
offices, business, management, assets or liabilities of Probex Colorado. By
operation of law, Probex Delaware succeeded to all the assets and assumed all of
the liabilities of Probex Colorado.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Businesses Acquired. The
audited financial statements of SES required by this Item 7(a) are not yet
available. The Registrant expects that the
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audited financial statements of SES will be completed and filed by amendment to
this Form 8-K Current Report within 60 days after the date of this Form 8-K
Current Report.
(b) Pro Forma Financial Information. The pro forma financial
statements of the Registrant required by this Item 7(b) are not yet available.
The Registrant expects that the pro forma financial statements will be completed
and filed by amendment to this Form 8-K Current Report not later than 60 days
after the date of this Form 8-K Current Report.
(c) Exhibits.
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Exhibit No. Description
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10.22 Asset Purchase Agreement dated as of September 6,
2000, by and between the Registrant and Pennzoil-
Quaker State Company.
10.22.1 First Amendment to the Asset Purchase Agreement dated
as of September 29, 2000, by and among the
Registrant, Probex Fluids Recovery, Inc., a Delaware
corporation and the wholly-owned subsidiary of the
Registrant, and Pennzoil- Quaker State Company.
10.23 Promissory Note dated as of September 29, 2000, in
the aggregate principal amount of $5,500,000.00, made
by the Registrant in favor of Pennzoil-Quaker State
Company.
10.24 Pledge Agreement made by the Registrant in favor of
Pennzoil-Quaker State Company, dated as of September
29, 2000, pursuant to which the Registrant pledges
all of outstanding shares of Probex Fluids Recovery,
Inc. to Pennzoil- Quaker State Company as security
for the Promissory Note of even date.
10.25 Security Agreement executed by Probex Fluids
Recovery, Inc., dated as of September 29, 2000, which
secures all of the all of the assets of Probex Fluids
Recovery, Inc., under the Promissory Note of even
date.
10.26 Used Product Collection Agreement, dated as of
September 29, 2000, by and between Probex Fluids
Recovery, Inc. and Pennzoil-Quaker State Company.
10.27 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at Tampa, Florida.
10.28 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at Atlanta, Georgia.
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10.29 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at Baton Rouge, Louisiana.
10.30 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at Shreveport, Louisiana.
10.31 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at Houston, Texas.
10.32 Services Agreement, dated as of September 29, 2000,
by and among the Registrant, Probex Fluids Recovery,
Inc. and Pennzoil-Quaker State Company for the
operations at San Antonio, Texas.
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SIGNATURE
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.
Dated: October 16, 2000.
PROBEX CORP.
By: /s/ Bruce A. Hall
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Bruce A. Hall
Chief Financial Officer
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