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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): NOVEMBER 24, 1998
ENVIROGEN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20404 22-2899415
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 QUAKERBRIDGE ROAD
LAWRENCEVILLE, NEW JERSEY 08648
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 936-9300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On November 24, 1998, the stockholders of Envirogen, Inc. (the "Company")
approved an amendment to the Company's Amended and Restated Certificate of
Incorporation to effect a one-for-six reverse split of the Company's Common
Stock.
The Company's press release with respect to the foregoing is attached to this
filing as Exhibit 99 and is incorporated herein by reference.
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ITEM 7.
(c) EXHIBITS.
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Exhibit Number Description of Exhibit
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Exhibit 3 Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Envirogen, Inc.
Exhibit 99 Envirogen, Inc. Press Release dated November
24, 1998
2
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SIGNATURES
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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.
ENVIROGEN, INC.
DATE: NOVEMBER 24, 1998 BY:/s/ Robert S. Hillas
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Robert S. Hillas
President and Chief Executive Officer
3
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EXHIBIT INDEX
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Exhibit Number DESCRIPTION OF EXHIBIT
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3 Certificate of Amendment to Amended and
Restated Certificate of Incorporation of
Envirogen, Inc.
99 Envirogen, Inc. Press Release dated November
24, 1998
4
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EXHIBIT 3
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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENVIROGEN, INC.
* * *
ENVIROGEN, INC., a corporation organized and existing under and by virtue of
the Delaware General Corporation Law (the "Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: The Board of Directors of the Corporation has adopted a resolution
proposing and declaring advisable and in the best interests of the Corporation
the following amendment to Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Corporation, to read in its entirety as
follows (the "Charter Amendment"):
"FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is 52,000,000 shares, divided into two classes,
one class consisting of 50,000,000 shares of common stock, par value $.01 per
share, and the other class consisting of 2,000,000 shares of preferred stock,
par value $.01 per share.
Simultaneously with the time of filing with the Secretary of State of a
Certificate of Amendment on the date hereof (the "Effective Time"), each share
of Common Stock of the Corporation issued and outstanding immediately prior
thereto (the "Old Common Stock") shall automatically and without action on the
part of the holder thereof be reclassified and changed into one-sixth of one
share of Common Stock of the Corporation, $.01 par value (the "New Common
Stock"), subject to treatment of fractional share interests as described
below. Each holder of a certificate or certificates which immediately prior to
the Effective Time represented outstanding shares of Old Common Stock (the
"Old Certificates," whether one or more) shall be entitled to receive, upon
surrender for cancellation of such Old Certificates to the transfer agent
designated by the Corporation, a certificate or certificates (the "New
Certificates," whether one or more) representing the number of shares of New
Common Stock into which and for
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which the shares of Old Common Stock formerly represented by such Old
Certificates so surrendered are reclassified under the terms hereof. From and
after the Effective Time, the Old Certificates shall represent only the right
to receive New Certificates pursuant to the provisions hereof. In the event
that the aggregate number of shares of New Common Stock issuable to a holder
would include a fraction, the Corporation will, in lieu of the issuance of
fractional shares of New Common Stock, increase all fractional shares of New
Common Stock to the next higher whole number of shares of New Common Stock;
provided that if more than one Old Certificate shall be surrendered for the
account of the same stockholder, the number of full shares of New Common Stock
for which New Certificates shall be issued shall be computed on the basis of
the aggregate number of shares represented by the Old Certificates so
surrendered."
SECOND: The stockholders of the Corporation, at a special meeting of
stockholders called and held upon notice properly given in accordance with
Section 222 of the Delaware General Corporation Law, have adopted and approved
the Charter Amendment in accordance with the provisions of Section 212 of the
Delaware General Corporation Law; and
THIRD: The Charter Amendment has been duly adopted and approved in accordance
with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, said Envirogen, Inc. has caused this Certificate of
Amendment of Amended and Restated Certificate of Incorporation to be executed by
a duly authorized officer of the Corporation this 24th day of November, 1998.
ENVIROGEN, INC.
BY:/s/ Robert S. Hillas
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Robert S. Hillas
President and Chief Executive Officer
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
Envirogen Effects Reverse Stock Split
Lawrenceville, NJ (November 24, 1998): Envirogen, Inc. announced today that
its stockholders approved a one-for-six reverse split of the Company's common
stock, applicable to all stockholders of record on November 24, 1998. The effect
of the reverse split will be to decrease the number of outstanding shares from
approximately 24 million to roughly 4 million shares. From November 25, 1998
through December 24, 1998, the Company's common stock will be trading under the
symbol ENVGD to reflect the reverse split. After December 24, 1998, the
Company's common stock will revert to trading under the symbol ENVG.
Envirogen is a broad-based environmental systems and services company
providing its customers with the maximum benefit per dollar spent for
environmental protection. Through the application of its industry leading
technologies, Envirogen delivers cost-effective solutions to existing or
potential pollution in the air, water and soil.
For further information, contact:
Gale Smith
Envirogen, Inc.
4100 Quakerbridge Road
Princeton, NJ 08648
(609) 936-9300
www.envirogen.com
