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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): November 20, 1996
ENERGY BIOSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-21130 04-3078857
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
4200 Research Forest Drive
The Woodlands, Texas 77381
(Address of principal
executive offices
and zip code)
(281) 364-6100
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On November 20, 1996, Energy BioSystems Corporation issued a press
release which announced the commencement of the private offering of up to
600,000 shares of Series B Convertible Preferred Stock. The press release is
filed as an exhibit to this Current Report on Form 8-K pursuant to Rule 135c
under the Securities Act of 1933, as amended.
ITEM 7. EXHIBITS
Exhibit 99.1 -- Press Release
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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.
ENERGY BIOSYSTEMS CORPORATION
Date: November 25, 1996
By:/s/ Paul G. Brown, III
Paul G. Brown, III
Vice President, Finance and
Administration
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Exhibit 99.1
ENERGY BIOSYSTEMS ANNOUNCES PRIVATE OFFERING
THE WOODLANDS, TEXAS (November 20, 1996) -- Energy BioSystems
Corporation (Nasdaq: ENBC) announced today that it has commenced a private
offering of up to 600,000 shares of Series B Convertible Preferred Stock
("Preferred Stock") at $50.00 per share. The Company also announced that it
entered into an agreement with Petrolite Corporation (Nasdaq: PLIT) in October
1996 providing the Company with the option to amend the terms of its strategic
alliance with Petrolite.
The proposed terms of the Preferred Stock provide for the payment of
dividends, which may be paid, at the Company's option, in cash or common stock
or a combination thereof, at an annual rate equal to $4.00 per share to the
extent paid in cash and $4.50 per share to the extent paid in common stock. The
shares of Preferred Stock will be convertible into common stock at a conversion
price reflecting a premium over the market price of the common stock at the time
of issuance, subject to adjustment under certain circumstances. The Preferred
Stock may be redeemed at the option of the Company, under certain circumstances,
after the second anniversary of the closing of the offering, and will be subject
to mandatory redemption on the fifth anniversary of the closing. In each case,
the redemption price will be $50.00 per share payable, at the Company's option,
in cash or common stock. The Company will agree to use its reasonable best
efforts to file a registration statement to cover the resale of the underlying
common stock.
The Company intends to use the proceeds of the offering to fund the
continued development of its biocatalytic desulfurization technology, to make
the payments contemplated by the Petrolite option agreement, for capital
expenditures, and for working capital and general corporate purposes.
The private offering of the Preferred Stock has not been registered
under the Securities Act and will be made in reliance on exemptions from the
registration requirements of the Securities Act. Shares of
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Preferred Stock may not be offered or sold by the purchasers of such shares
without registration under the Securities Act or an applicable exemption from
registration.
The Petrolite option agreement provides for the reduction of the
percentage of site license fees and adjusted gross profits payable to Petrolite
under the Company's existing strategic alliance agreement with Petrolite to 9.5%
from 22%. In exchange for the reduction, the Company would pay Petrolite an
aggregate of $10 million in cash, issue a warrant entitling Petrolite to
purchase Common Stock of the Company with an aggregate exercise price of $1
million and assume responsibility for servicing the BDS units on-site at
customer locations. The option agreement also provides for the extension of
Petrolite's obligations to provide operational and technical support for the
Company's biocatalytic desulfurization pilot plant from September 1, 1996
through December 31, 1998.
St. Louis-based Petrolite Corporation is a specialty chemical company
offering integrated technologies to meet the needs of customers in a dozen major
markets in more than 30 countries. Its products and services, especially those
for energy-related industries, include chemical treatment programs,
performance-enhancing additives, process equipment and engineering services. It
also manufactures and markets proprietary polymers used as additives in a wide
range of industrial and consumer product applications.
Energy BioSystems Corporation, of Houston, is commercializing
biotechnology-based processes for the petroleum refining and production
industries. The Company's focus to date has been on developing biocatalytic
desulfurization, a proprietary process involving the use of bacteria to remove
sulfur from petroleum. This process is expected to help refiners worldwide meet
environmental regulations in a more cost-effective manner and has the potential
to greatly improve the value of high-sulfur crude oil reserves.
