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As filed with the Securities and Exchange Commission on June 19, 2000.
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): JUNE 9, 2000
ECO SOIL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 0-21975 47-0709577
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
10740 THORNMINT ROAD, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 675-1660
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This Current Report on Form 8-K is filed by Eco Soil Systems, Inc., a
Nebraska corporation (the "Company"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS.
On June 9, 2000, the Company entered into a First Amendment to Amended
and Restated Asset Purchase Agreement (the "Amendment") which reflects certain
changes to the Amended and Restated Asset Purchase Agreement, dated as of April
5, 2000, by and among the Company, one of its subsidiaries Turf Partners, Inc.,
a Delaware corporation, and the J.R. Simplot Company, a Nevada corporation (as
amended, the "Purchase Agreement"), pursuant to which Turf Partners will sell
substantially all of its assets to Simplot (the "Asset Sale").
The Amendment, among other things, provides for a fixed purchase price
for Turf Partners' assets of $23,000,000 rather than a purchase price based on
Turf Partners' earnings before interest, taxes, depreciation and amortization
for 2000. In addition, under the Amendment, Simplot will pay the entire purchase
price at the closing of the Asset Sale, without the adjustments previously
contemplated. Under the Purchase Agreement, Simplot will also assume Turf
Partners' liabilities associated with its existing vendor payables, contracts
and leases, and will assume amounts outstanding under Turf Partners' credit
facility with Coast Business Credit.
In connection with the execution of the Amendment, Eco Soil, Turf
Partners and Simplot also executed a Corporate Management Agreement, pursuant to
which Simplot will manage the day-to-day operations of Turf Partners pending the
closing of the Asset Sale, and agreed to the terms of two distribution and
supply agreements and a field trial agreement. In the first distribution
agreement, Simplot agreed to purchase a minimum of $5 million of Eco Soil's
FreshPack-TM- proprietary products during the first two years of the five-year
agreement. In the second distribution agreement, Simplot agreed to test market
Eco Soil's proprietary products in ten of its Soilbuilders stores. The field
trial agreement provides for a field test of Eco Soil's products on up to 500
acres owned by Simplot.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
10.1 First Amendment to Amended and Restated Asset Purchase
Agreement, date as of June 9, 2000, by and among Eco Soil
Systems, Inc., Turf Partners, Inc., and J.R. Simplot Company.
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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.
Date: June 19, 2000 Eco Soil Systems, Inc.
By: /s/ Max D. Gelwix
-------------------------------
Max D. Gelwix
President and Chief Operating Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
-----------
<S> <C>
10.1 First Amendment to Amended and Restated Asset Purchase
Agreement, date as of June 9, 2000, by and among Eco Soil
Systems, Inc., Turf Partners, Inc., and J.R. Simplot Company.
</TABLE>
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