FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): May 8, 1998
CREATIVE RECYCLING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-28704 84-1122431
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
3500 Parkway Lane, Suite 435
Norcross, Georgia 30092
(Address of Principal Executive Offices)
Registrant's telephone number: (770)729-9010
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Regulation
S-B Number Exhibit
4.1 Form of Series A Warrant Agreement
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The following information is furnished in accordance with Item 701
of Regulation S-B as to all equity securities of the Registrant sold by the
Registrant that were not registered under the Securities Act of 1933 ("Act")
in reliance upon Regulation S under the Act.
A. Title and Amount of Securities Sold and Date of the Transactions.
On May 8, 1998, the Registrant sold 10,000 units for $1.50 per
unit, each unit consisting of one share of Class A Common Stock and one Series A
Warrant.
B. Name of Placement Agent and Description of Offerees
The Placement Agent was Brown & Lampe, Vienna, Austria. The
units were offered to non-U.S. persons by Brown & Lampe.
C. Consideration Received
Total consideration paid was $15,000 ($1.50 per unit), an
underwriting commission of $5,000 was paid, with Registrant receiving net funds
of $10,000.
D. Exemption from Registration Claimed
The securities were only offered to Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person" as
defined in Rule 902(o). Each purchaser has executed a Subscription Agreement in
which the purchaser represents that he/she is a non-U.S. person and is otherwise
eligible to purchase securities in accordance with the exemption provided by
Regulation S under the Securities Act of 1933.
E. Description of Convertible Securities
Each Series A Warrant is convertible into one share of Class A
Common Stock at an exercise price of $3.50 per share on or before December 31,
2003.
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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 hereunto duly authorized.
CREATIVE RECYCLING TECHNOLOGIES, INC.
BY: /s/ June M. Cuba
_____________________________
June M. Cuba, Vice President
Warrant No. A-0_______ _______ Series A Warrants
to Purchase Class A Common
Stock
CREATIVE RECYCLING TECHNOLOGIES, INC.
(Incorporated under the laws of the State of Georgia)
CERTIFICATE FOR SERIES "A" WARRANTS TO PURCHASE CLASS A COMMON STOCK
EXERCISABLE AT ANY DATE PRIOR TO 5:00 P.M., EASTERN TIME, DECEMBER 31, 2003
This Warrant and any shares of Common Stock issuable upon exericise hereof
have not been registered under the Securities Act of 1933 and may not be
transferred, nor will any assignee or endorsee hereof be recognized as an owner
hereof by the issuer for any purpose, unless a registration statement under the
Securities Act of 1933, as amended, with respect to such shares shall then be in
effect or unless the availability of an exemption from registration with respect
to any proposed transfer or disposition of such shares shall be established to
the satisfaction of counsel for the issuer. Any transfer of these securities is
prohibited except in accordance with the provisions of Regulation S of the
Securities and Exchange Commission
THIS CERTIFIES THAT, for value received ____________ (the "Holder"), as
registered owner of the above indicated number of Warrants, is entitled to at
any time until 5:00 p.m. Eastern Time, December 31, 2003, or at such later date
as the Company, by authorization of its Board of Directors, shall determine (the
"Exercise Period"), to subscribe for, purchase and receive up to _______________
shares of Class A Common Stock, no par value per share, fully paid and
nonassessable (the "Common Stock"), of Creative Recycling Technologies, Inc., a
Georgia corporation (the "Company"), at the price of $3.50 per share Company at
the principal office of the Company; provided, however, that if the Company
shall change the number of shares of its Common Stock issued and outstanding
during the terms of this Warrant by dividend, split, reverse split, or sale, a
proportionate adjustment shall be made to the number of shares of Common Stock
to be issued upon the exercise of this Warrant, and to the Exercise Price herein
stated.
Upon exercise of the Warrant, the form of election hereinafter provided for
must be duly executed and the instructions for registration of the Common Stock
acquired by such exercise must be completed. If the subscription rights
represented hereby shall not have been exercised by the expiration of the
Exercise Period, this Warrant shall become void and without further force or
effect, and all rights represented hereby shall cease and expire. In the event
of the exercise or assignment hereof in part only, the Company shall cause to be
delivered to the Holder a new warrant of like tenor to this Warrant in the name
of the Holder evidencing the right of the Holder to purchase the number of
shares of the Common Stock purchasable hereunder as to which this Warrant has
not be exercised or assigned. In no event shall this Warrant (or the shares of
the Common Stock issuable upon full or partial exercise hereof) be offered or
sold except in conformity with the Securities Act of 1933, as amended. The
Company may deem and treat the registered Holder of this Warrant at any time as
the absolute owner hereof for all purposes, and the Company shall not be
affected by any notice to the contrary. By acceptance of this Warrant, Holder
represents that this Warrant and all shares of Common Stock acquired upon
exercise hereof are acquired and will be acquired for the Holder's own account
for investment and with no intention at the time of such purchase or acquisition
of distributing or reselling the same or any part thereof to the public and, in
furtherance of this representation, agrees to execute and deliver to the Company
a subscription agreement containing customary investment intent representations
and agrees that this Warrant and any Common Stock issued upon exercise hereof
may be legended to prohibit transfer, sale, or other disposition except in
compliance with such investment letter.
This Warrant is redeemable by the Company at any time prior to its exercise
or expiration. The Company may call the Warrants for redemption by mailing a
Notice of Redemption in writing to holder of record of this Warrant at least
thirty days prior to the redemption date. The redemption price of the Warrants
is $0.0001 per Warrant. If the Holder does not exercise this Warrant prior to
the redemption date, as set forth in the Company's Notice of Redemption, then
the Holder will forfeit the right to purchase shares of Common Stock underlying
the Warrants. After the redemption date, this Warrant will not have any value
other than the right to receive the redemption price.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer and to be sealed with the seal of the Company this
______ day of ____________, 1998.
CREATIVE RECYCLING TECHNOLOGIES, INC..
S E A L
BY:___________________________
June Cuba, Secretary
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CREATIVE RECYCLING TECHNOLOGIES, INC.
TRANSFER FEE $10.00 PER CERTIFICATE ISSUED
WARRANT SUBSCRIPTION FORM
Dated:_________________, 199__
The Undersigned hereby elects irrevocably to exercise the within Warrant
and to purchase ________________ shares of Class A Common Stock of the Company
("Common Stock"), called for thereby, and hereby makes payment of
$_________________ (at the rate of $3.50 per share of Common Stock or the
Exercise Price in effect at the date hereof) in cash or by money order or check
payable to CREATIVE RECYCLING TECHNOLOGIES, INC., in payment of the Exercise
Price pursuant thereto and, if such number of shares shall not be all of the
shares purchasable hereunder, then a new Warrant Certificate of like tenor for
the balance of the remaining shares purchasable hereunder shall be delivered to
the Undersigned at the address stated below. Please issue the shares of Common
Stock as to which this Warrant is exercised in accordance with the instructions
given below.
Signature: x___________________________
Signatures Guaranteed: x___________________________
By:______________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:_________________________________________________________________________
(Print in Block Letters)
Address:______________________________________________________________________
Social Security Number:_________________
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer
of the within Warrant)
FOR VALUE RECEIVED, _____________________________________, does hereby
sell, assign and transfer unto ___________________________________ the right to
purchase _____________ shares of the Common Stock of the Company evidenced by
the within Warrant, and does hereby irrevocably constitute and appoint
___________________________________________ attorney to transfer such right on
the books of the Company with full power of substitution in the premises.
Dated: ___________________, 199__.
Signature: x____________________________
Signatures Guaranteed: x___________________________
By:_____________________________
NOTICE: THE SIGNATURE TO THIS FORM TO ASSIGN MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.
