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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): February 20, 1997
Commission File No.
1-10361
NDE ENVIRONMENTAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3634420
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8900 Shoal Creek Boulevard, Suite 200
Austin, Texas 78757
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 451-6334
Page 1
Page 1
Index to Exhibits appears
on page 5
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NDE ENVIRONMENTAL CORPORATION
INDEX
Page(s)
Item 5. Other Events .......................................... 3
SIGNATURES ....................................................... 4
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NDE ENVIRONMENTAL CORPORATION
ITEM 5. OTHER EVENTS
On February 20, 1997, NDE Environmental Corporation (NDE) a leading
provider of underground storage tank environmental compliance services sold its
Tanknology Canada operations and certain assets thereof, to Precision Tank
Testing Limited (PTTL) of Ontario, Canada.
These operations were purchased in October 1996 as part of the previously
announced acquisition of Tanknology Corporation International, USTMAN
Industries, and Tanknology Canada (1988), Inc. from TEI, Inc., formerly known as
Tanknology Environmental, Inc. NDE sold certain patents, software, and trademark
rights as well as the fixed assets associated with operation of the Canadian
business to Precision Tank Testing and entered into a series of
royalty-generating license agreements.
The agreement called for payments of $1,200,000 paid at closing including a
payment of $50,000 for the fixed assets related to the Canadian operations, and
$1,150,000 for certain Canadian patent, trademark, trade secret, and software
licenses and rights. The net proceeds of these transactions will be treated, for
accounting purposes, as an adjustment of the purchase price of the October 1996
acquisition. Additionally, as part of this transaction, NDE canceled certain
previously existing licenses and entered into new license agreements (which
included license fees of $160,000 paid at closing and future royalty payments).
NDE retained all of the working capital of Tanknology Canada (1988), Inc. and
expects to liquidate these assets over the next several months and redeploy them
in its U.S. operations.
ITEM 7. EXHIBITS
(a) Exhibits
Press Release dated February 27, 1996, announcing the completion
by the Company of its disposition of Tanknology Canada.
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NDE ENVIRONMENTAL CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NDE ENVIRONMENTAL CORPORATION
Date: March 12, 1997 By: /s/ DAVID G. OSOWSKI
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David G. Osowski
Vice President and Chief Financial Officer
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NDE ENVIRONMENTAL CORPORATION
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- --------- ------------------------------------- ------------
28 Press Release dated February 27, 1997 6
5
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE:
AUSTIN, TX. February 27, 1997--NDE Environmental Corporation (dba
"Tanknology-NDE", NASDAQ OTC Bulletin Board: NDEC) a leading provider of
underground storage tank environmental compliance services, today reported the
sale of its Tanknology Canada operations, and certain assets thereof, to
Precision Tank Testing Limited of Ontario, Canada.
These operations were purchased in October 1996 as part of the previously
announced acquisition of Tanknology Corporation International, USTMAN
Industries, Inc., and Tanknology Canada (1988), Inc. From TEI, Inc., formerly
known as Tanknology Environmental, Inc. Tanknology-NDE sold certain patents,
software, and trademark rights as well as the fixed assets associated with
operation of the Canadian business to Precision Tank Testing and entered into a
series of royalty-generating license agreements.
A. Daniel Sharplin, President and CEO of Tanknology-NDE, stated that "The
sale of our Canadian operations is consistent with our strategy to focus our
resources and capital in the United States and leverage our technology base
outside the U.S. through licensing agreements. This transaction provides
Tanknology-NDE with approximately $1.5 million of cash proceeds, a future
revenue stream from the license agreements, and allows us to continue to
concentrate on the U.S. Markets where we believe there is ample opportunity for
continued growth."
CONTACT: Amy Graham, Investor Relations, Tanknology-NDE, (512) 451-6334.
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