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 21, 1996
ATLAS ENVIRONMENTAL, INC.
(Exact name of registrant as specified in charter)
COLORADO 0-26166 84-1140790
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) identification #)
150 SOUTH PINE ISLAND ROAD, SUITE 100
PLANTATION, FLORIDA 33324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 370-9011
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Information To Be Included in Report:
Item 5.--Other Events
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The Company signed a letter of intent on August 7, 1996 to sell the six
companies comprising its construction and demolition debris recycling and
landfill segment.
The proposed purchaser of the six companies which was announced on August
7, 1996 has not elected to execute a definitive purchase agreement. As a
result, the Company is examining strategic alternatives available to it so as
to enable it to continue as a going concern. Such alternatives include
seeking other potential purchasers for one or more of such six companies,
entering into a consensual arrangement with its creditors or seeking
protection under the Federal bankruptcy laws in the form of a Chapter 11
reorganization. As of the date hereof, the Company has not identified any
parties who have expressed a serious interest in purchasing any of such six
companies.
Item 6.--Resignation of Director
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Joel Silverstein has resigned as a member of the Board of Directors of the
Company.
Item 7(c)--Exhibits
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(c) 6.1
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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.
ATLAS ENVIRONMENTAL, INC.
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Registrant
By: /s/ Philip Kabot
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Philip Kabot
Chief Financial Officer and
Principal Accounting Officer
Date: December 10, 1996
<PAGE>
Exhibit 6.1
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JOEL SILVERSTEIN
P.O. Box 4367
Boca Raton, Florida 33499
407-392-7040
Fax: 407-361-0506
November 21, 1996
Mr. Gary Kabot
Chairman of the Board
and CEO
Atlas Environmental, Inc.
150 So. Pine Island Road
Plantation, FL 33324
Dear Gary:
Please accept this letter as my resignation from the Board of Directors
of Atlas Environmental, Inc. Please record this resignation in the Company's
official records and regulatory filings, as appropriate.
I have also prepared an addendum to this letter which states four
conditions, that upon their occurrence and a request from the Company, would
allow for my reinstatement to the Board.
Very truly yours,
/s/ Joel Silverstein
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Joel Silverstein
cc: T. A. Rigby
<PAGE>
JOEL SILVERSTEIN
P.O. Box 4367
Boca Raton, Florida 33499
407-392-7040
Fax: 407-361-0506
November 21, 1996
Mr. Gary Kabot:
Addendum to letter of resignation:
-------------------------------------
Upon the occurrence of the following four conditions and an invitation from
the Board, I would consider accepting reappointment to the Atlas Board of
Directors.
1. T. Alec Rigby and Gary Kabot will develop and implement a plan to
restructure the C&D business. They will work closely on a day-to-day basis.
All corporate activity not directly related to this specific goal should be
curtailed.
2. Company counsel will make a presentation regarding the legal options
available to the Company's ability to operate as a continuing operation along
with their recommended choice of action.
3. I have never been paid my Board of Director fees since the
incorporation of the Company in November 1994. Outstanding fees since
incorporation amount to $20,500 (1995-$12,000, 1996 to date-$8,500). Upon
reinstatement such fees should be paid at a rate of $5,000/month plus current
fees.
4. All four Directors' positions must be filled. In addition, during this
period of restructuring, Directors' meetings must be held at least monthly.
Copies of minutes of previous meetings, along with an agenda and appropriate
back-up information, will accompany the announcement of each meeting.
/s/ Joel Silverstein
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Joel Silverstein
<PAGE>
JOEL SILVERSTEIN
P.O. Box 4367
Boca Raton, Florida 33499
407-392-7040
Fax: 407-361-0506
November 21, 1996
Mr. Gary Kabot
Chairman of the Board
and CEO
Atlas Environmental, Inc.
150 So. Pine Island Road
Plantation, FL 33324
Dear Gary:
Pursuant to my resignation from the Board of Directors of Atlas
Environmental, Inc. dated November 21, 1996, I also resign from the Baord of
Directors of all of its subsidiaries and affiliates.
Very truly yours,
/s/ Joel Silverstein
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Joel Silverstein
