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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): OCTOBER 28, 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 October 28, 1998, Envirogen, Inc. (the "Company") issued a press release
announcing that its Board of Directors had approved a one-for-six reverse split
of the Company's common stock, subject to stockholder approval.
The Company expects to mail proxy materials to its stockholders in early
November and plans to hold a special meeting of stockholders on or about
November 24, 1998 to vote on the proposal. If the proposal is approved by the
Company's stockholders, the aggregate number of post-split shares of common
stock that will be issued and outstanding will be approximately 3,965,940.
The failure of the Company's common stock to maintain a minimum bid price of
$1.00 per share on the Nasdaq SmallCap Market has subjected it to possible
delisting. The Company believes that it is in the best interests of its
stockholders that its common stock remain listed on the Nasdaq SmallCap Market.
It is anticipated that following the reverse split, the Company's common stock
will trade at a price that is higher than $1.00 per share thereby satisfying the
Nasdaq continued listing requirements. However, there can be no assurance that,
after the consummation of the reverse split, the Company's common stock will
trade at six times the market price prior to the reverse split or that the
Company will be able to satisfy all Nasdaq listing requirements on a continuing
basis.
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 99 Envirogen, Inc. Press Release dated October 28, 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: OCTOBER 29, 1998 BY:/s/ Robert S. Hillas
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Robert S. Hillas
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99 Envirogen, Inc. Press Release dated October 28, 1998
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
Envirogen Board Approves Reverse Stock Split
Lawrenceville, NJ (October 28, 1998): Envirogen, Inc. (NASDAQ: ENVG)anounced
today that its Board of Directors has approved a one-for-six reverse split of
the Company's common stock, subject to stockholder approval.
The Company expects to mail proxy materials to its stockholders in early
November and plans to hold a special meeting of stockholders on or about
November 24, 1998 to vote on the proposal. If the proposal is approved by
stockholders, the aggregate number of post-split shares of common stock that
will be issued and outstanding will be approximately 3,965,940.
The failure of the Company's common stock to maintain a minimum bid price of
$1.00 per share on the Nasdaq SmallCap Market has subjected it to possible
delisting. The Company believes that it is in the best interests of its
stockholders that its common stock remain listed on the Nasdaq SmallCap Market.
It is anticipated that following the reverse split, the Company's common stock
will trade at a price that is higher than $1.00 per share thereby satisfying the
Nasdaq continued listing requirements. However, there can be no assurance that,
after the consummation of the reverse split, the common stock will trade at six
times the market price prior to the reverse split or that the Company will be
able to satisfy all Nasdaq listing requirements on a continuing basis.
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.
Statements made in this press release related to the future trading prices of
the Company's common stock are forward-looking and are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties which may cause results to differ
materially from those set forth in these statements. Additional economic,
competitive, governmental, technological, marketing and other factors identified
in Envirogen's filings with the Securities and Exchange Commission could affect
such results.
For further information, contact:
Gale Smith
Envirogen, Inc.
4100 Quakerbridge Road
Princeton, NJ 08648
(609) 936-9300
www.envirogen.com
