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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 7, 1998
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ENVIROTEST SYSTEMS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13241 06-0914220
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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ENVIROTEST TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
33-57384-01
DELAWARE 033-75406-01 36-2680300
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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246 Sobrante Way
Sunnyvale, California 94086
(Address of principal executive offices, including zip code, of Registrants)
(408) 774-6300
(Registrants' telephone number, including area code)
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ITEM 5. OTHER EVENTS
Attached hereto as Exhibit 1, and incorporated herein by reference, is
the text of a press release of Envirotest Systems Corp., dated May 7, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Envirotest Systems Corp.
Envirotest Technologies, Inc.
(Registrants)
/s/ F. Robert Miller
Dated: May 7, 1998 --------------------------------
by: F. Robert Miller
President and Chief Executive
Officer of Envirotest
Systems Corp. and Envirotest
Technologies, Inc.
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EXHIBIT 1
Envirotest Systems Corp. to Explore
Strategic Alternatives To Maximize Shareholder Value
SUNNYVALE, Calif., May 7, 1998 -- In order to maximize the business
potential of Envirotest Systems Corp. (Amex: ENR) and, in turn, the Company's
value to shareholders, the Board of Directors has authorized the Company to
explore all strategic alternatives available to it.
To assist it in exploring and pursuing such alternatives, the Company has
retained the investment banking firm of Credit Suisse First Boston.
Chester Davenport, Chairman of Envirotest, stated, "The Board and management
believe that the time is right to pursue a strategic alternative for
Envirotest which will best enable the Company to realize its long-term
business potential. Vehicle emissions testing is becoming more and more
important as regulations are put in place globally to achieve cleaner air.
According to industry estimates, worldwide registration of new passenger cars
alone are expected to be in the range of 40 million per year by 2005.
"We believe that a strategic alternative could provide the Company with even
greater financial, operational and organizational capabilities and thereby
best position Envirotest for the future. Envirotest has a significant
opportunity to extend its leadership in the centralized testing market into
the much larger decentralized market by entering into alliances with major
vehicle services retailers and by rapidly implementing testing programs
featuring the Company's patented Remote Sensing Technology. Envirotest also
has an opportunity to generate incremental marketing-related revenue from
assets it already has -- captive audience and customer data.
"By exploring our strategic alternatives, we can determine if we have an
opportunity to accelerate the Company's ability to take advantage of these
growth opportunities. Whatever the strategic course of action the Board
decides to pursue on behalf of Envirotest, it will be one that is designed to
achieve the maximum value for shareholders," Mr. Davenport concluded.
Envirotest is the largest provider of vehicle inspection services in the
country and the only domestic company that provides vehicle inspection
services outside the United States. The Company has an approximate 70%
market share of the approximately $210 million contractor-operated
centralized vehicle emissions testing market. Envirotest operates 14
emissions testing programs in 10 states and British Columbia. During its
1997 fiscal year ended September 30, 1997, Envirotest conducted approximately
14 million vehicle emissions tests.
In addition, Envirotest recently announced its entry into the approximately
$800 million decentralized emissions testing market through, among other
means, a long-term agreement with ARCO (NYSE: ARC) in Southern California and
its planned commercialization of Remote Sensing Technology.
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Remote Sensing Technology is a consumer-friendly and non-obtrusive product
that uses cutting-edge, proprietary technology to measure emissions levels as
vehicles drive past a remote, roadside sensor. Envirotest expects to begin
commercial RST programs in states during 1998.
As reported, Envirotest's earnings for the first six months of fiscal 1998
ended March 31, 1998, were $3.7 million versus a loss of $11.9 million for
the same period last year. EBITDA for the first six months of fiscal 1998
was $31.7 million versus $15.6 million for the same period last year.
Revenues for the first six months of fiscal 1998 were $77.6 million versus
$64.9 million for the same period last year.
This press release contains statements that are forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934,
which represent the Company's expectations or beliefs concerning future
events. The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements. A number of such factors are set
forth in the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q.
SOURCE Envirotest Systems Corp.
CO: Envirotest Systems Corp.
ST: California
IN: ENV AUT
SU:
05/07/98 08:40 EDT http://www.prnewswire.com
