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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): July 2, 1996
MOLTEN METAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21042 52-1659959
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
400-2 Totten Pond Road, Waltham, Massachusetts 02154
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 487-9700
51 Sawyer Road, Waltham, Massachusetts 02154
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
From time to time, Molten Metal Technology, Inc. (the "Company") issues
statements in public filings or press releases, or makes oral statements,
through an authorized officer of the Company, that may be considered
forward-looking. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, filed herewith as an exhibit
are a number of cautionary statements identifying certain factors that could
cause the Company's actual results to differ materially from those projected
in forward-looking statements made by, or on behalf of, the Company.
Item 7. Financial Statements and Exhibits
The following is filed as an exhibit to this Report:
Exhibit 99.1 Cautionary statements for the purposes of the "safe harbor"
provisions of the Private Securities Litigation Reform Act
of 1995.
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.
MOLTEN METAL TECHNOLOGY, INC.
Date: July 2, 1996 By: /s/ Benjamin T. Downs
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Benjamin T. Downs
Executive Vice President of
Finance and
Administration
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Exhibit 99.1
Cautionary Statements for the Purposes of the "Safe Harbor" Provisions of
the Private Securities Litigation Reform Act of 1995
Molten Metal Technology, Inc. (the "Company") desires to take advantage
of the new "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 and is filing this Form 8-K in order to do so. From time
to time the Company issues statements in public filings or press releases, or
makes oral statements, through an authorized officer of the Company, that may be
considered forward-looking within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements may include, among other items, (i) the
Company's growth strategies; (ii) anticipated trends in the Company's business;
(iii) the Company's plans to construct CEP plants; and (iv) the Company's
ability to enter into contracts with potential customers and joint venture
partners. These forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties, certain of
which are beyond the Company's control. Actual results could differ materially
from these forward-looking statements as a result of the factors described
below and, as a result, there can be no assurance that the events described in
any such forward-looking statements will in fact transpire.
o The Company's Catalytic Extraction Processing ("CEP") technology is a
new technology for which there is no established market. Feedstock
generators may not view the Company's CEP technology as an
economically and environmentally acceptable means of disposing of
their hazardous and non-hazardous wastes and industrial by-products,
which could result in the Company experiencing difficulty in selling
its CEP systems. Moreover, the economic terms under which generators
may be willing to use the Company's CEP technology may not be
profitable to the Company.
o To date, the testing of CEP largely has been limited to trials
conducted under controlled testing conditions. No demonstration has
yet been made that a commercial CEP system, once installed and
operated at a customer's location, will process such customer's
feedstock and recover commodity and specialty products of commercial
quality and in significant quantities. There can be no assurance that
the Company will be able to operate CEP systems on a sustained basis
in commercial-scale use or that such systems can be operated
profitably. In addition, the Company may experience problems
associated with the engineering, construction and scale-up of its CEP
systems, including cost overruns and start-up delays resulting from
technical or mechanical problems or unfavorable conditions in the
equipment or labor market.
o Federal, state and local environmental legislation and regulations
require substantial expenditures and impose liabilities for
noncompliance. Environmental laws and regulations are, and will
continue to be, a principal factor affecting demand for the systems
and services being developed or offered by the Company. The level of
enforcement activities by federal, state and local environmental
protection agencies and changes in regulations will also affect
demand. Any changes in these regulations which increase compliance
standards may require the Company to change or improve the CEP
technology to meet more stringent regulatory
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requirements. To the extent that the burdens of complying with such
laws and regulations may be eased, the demand for the Company's
services could be materially adversely affected. In addition,
international environmental regulations and enforcement of such
regulations vary by country and are subject to changes which may
affect the Company's operations.
o The Company's CEP technology may not be successful in recovering
materials in a form that is commercially usable or saleable. The
Company also could be materially adversely affected by a decrease in
the demand for the recovered materials.
o The Company's business exposes it to the risk that harmful substances
will escape into the environment and cause substantial damages or
injuries. The Company could be materially adversely affected by a
claim that is not covered or only partially covered by insurance.
o Denial, revocation or modification of required federal, state or local
government permits could affect the Company's ability to conduct
business in certain areas or to process certain types of wastes. In
addition, failure to obtain or comply with the conditions of permits
or approvals may adversely affect the introduction or operation of the
Company's CEP systems and may subject the Company to penalties. The
Company's ability to satisfy permitting requirements for a particular
CEP system does not assure that permitting requirements for other CEP
systems will be more easily satisfied, if at all. In addition, if new
environmental legislation or regulations are enacted or existing
legislation or regulations are amended or are interpreted or enforced
differently, the Company or its customers may be required to obtain
additional operating permits or approvals.
o The Company will require substantial funds to construct the initial
commercial CEP systems that it anticipates it will own and operate, to
continue its development activities and to fund further operations at
its research, development, testing and demonstration facility in Fall
River, Massachusetts. The Company's future capital requirements could
vary significantly and will depend on certain factors, many of which
are not within the Company's control, including customers' decisions
to finance, own and operate their CEP systems; the terms of any
collaborative arrangements entered into by the Company; the progress
of the Company's development of CEP; the nature and timing of permits
required for CEP systems; and the availability and terms of
alternative sources of financing.
o The Company has historically been dependent on two customers, M4
Environmental L.P. and the Department of Energy, for a substantial
portion of its revenues and anticipates that a substantial portion of
its revenues in 1996 will be from these two customers. Variations
from this expectation could have a material effect on the Company's
1996 revenues.
o The Company believes that its future success will depend, in part, on
its collaborative relationships. Although the Company has entered
into collaborative relationships with a number of entities, the
failure of one or more of these relationships could materially
adversely affect the Company's ability to sell CEP systems or have a
material adverse effect on the Company's projected growth.
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o The Company anticipates that a significant portion of the market for
CEP systems will be United States government agencies such as the
Department of Energy and the Department of Defense. The Company's
existing government contracts can generally be canceled, delayed or
modified at the sole option of the government and are generally
subject to annual funding limitations and public sector financing
constraints. The Company believes that any future government
contracts will be structured similarly. In addition, under the terms
of future government contracts, if any, the Company may be required to
grant the federal government greater rights with respect to the
Company's intellectual property than the Company would grant private
parties. As a result of engaging in the government contracting
business, the Company has been and will in the future be subject to
audits, and may be subject to investigation, by government agencies.
The Company also faces the risks associated with such contracting,
which could include substantial civil and criminal fines and
penalties. In addition to potential damage to the Company's business
reputation, the failure by the Company to comply with the terms of any
of its government contracts could result in the Company's suspension
or debarment from future government contracts for a significant period
of time. The fines and penalties that could result from noncompliance
with appropriate standards and regulations, or the Company's
suspension or debarment, could have a material adverse effect on the
Company's business, particularly in light of the increasing importance
to the Company of work for various government agencies.
o There are a number of companies which are in competition with the
Company for waste processing, and any of these companies may develop
technologies superior to those of the Company. In addition, the
Company and its customers will compete with other producers of raw
materials and recycled products for the sale of products recovered
from the CEP process. Many of the Company's competitors are large
companies with substantially greater financial resources than the
Company. To the extent these competitors offer comparable services or
products at lower prices or of higher quality, or more cost-effective
waste disposal alternatives, the Company's ability to compete
effectively could be adversely affected.
o The Company's success depends, in part, on its ability to obtain
additional patents, protect the patents which it owns, maintain trade
secret protection and operate without infringing on the proprietary
rights of third parties. The Company's ability to obtain approval of
pending patent applications, develop additional proprietary processes
that are patentable, obtain or license patents that will provide the
Company with competitive advantages will directly affect the ability
of the Company to successfully conduct its business. To the extent
that the Company's patents are challenged by third parties, or that
third parties independently develop similar or superior technologies,
duplicate any of the Company's processes or design around the patented
processes developed by the Company, the Company's ability to
successfully conduct its business may be materially adversely
affected. In addition, it is possible the Company may need to acquire
licenses to, or to contest the validity of, issued or pending patents
of third parties relating to the Company's technology. There can be
no assurance that any license under such patents would be made
available to the Company on acceptable terms, if at all, or that the
Company would prevail in any such contest. In addition, the Company
could incur substantial costs in defending itself in suits brought
against the Company on its patents or in bringing suits against other
parties. The costs of such licenses or patent litigation could
materially adversely affect the Company's business.
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o The Company is highly dependent upon the efforts of its senior
management and scientific staff. The loss of the services of one or
more of these individuals may have a material adverse effect upon the
Company. The Company's future success will depend in large part upon
its ability to attract and retain further highly skilled scientific,
managerial, manufacturing and marketing personnel. The Company faces
competition for hiring such personnel from other companies, research
and academic institutions, government entities and other
organizations. With the exception of William M. Haney, III, President
and Chief Executive Officer, Eugene Berman, Vice President of
Regulatory and Community Affairs, G. Earl McConchie, Vice President,
Chemical Business Unit, and H.W. Arrowsmith, Vice President,
Commercial Nuclear Business, the Company does not have any employment
agreements with any of its employees for a specific time. There can
be no assurance that the Company will continue to be successful in
attracting and retaining such personnel.
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