EVANS SYSTEMS INC
8-K, 2000-02-18
PETROLEUM BULK STATIONS & TERMINALS
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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): February 17, 2000
                                                  -----------------

                               Evans Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


Texas                              0-21956                  74-1613155
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (IRS Employer
of incorporation)                  File Number)             Identification No.)


                   720 Avenue F North, Bay City, Texas 77414
- --------------------------------------------------------------------------------
                     Address of principal executive offices


Registrant's telephone number, including area code: (409) 245-2424
                                                    --------------

                                      N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)




<PAGE>

         Item 5.  Other Events.

         On  February  17,  2000,  Evans  Systems,  Inc.  (Nasdaq:   EVSI)  (the
"Company")  received a letter from the Nasdaq Stock Market ("Nasdaq")  informing
the Company that Nasdaq has determined to delist the Company's  securities  from
The Nasdaq Stock Market effective with the close of business, February 17, 2000.
For  additional  information,  reference  is made to the news  release  which is
incorporated herein by reference and is attached hereto as Exhibit 99.1.


                                       -2-

<PAGE>

         Exhibit No.                     Exhibits
         -----------                     --------

         99.1           News Release of Evans Systems dated February 18, 2000





                                       -3-

<PAGE>

                                    SIGNATURE


         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.


                                         EVANS SYSTEMS, INC.


Dated: February 18, 2000                 By:/s/ Richard A. Goeggel
                                            ------------------------------------
                                            Name: Richard A. Goeggel
                                            Title: Vice President and Chief
                                                   Financial Officer





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FOR IMMEDIATE RELEASE
J. L. "Jerry" Evans, Jr.,
Vice President
Evans Systems, Inc
409.245.2424


                                                  For Immediate Release
                                                  February 18, 2000

         Evans Systems' Receives
         Ruling From The Nasdaq Stock Market

BAY CITY, TX, February 18, 2000. Evans Systems,  Inc.  (Nasdaq:  EVSI) announced
today that it was notified late  yesterday  that Nasdaq has determined to delist
the Company's Common Stock from the Nasdaq Stock Market effective with the close
of business,  February 17, 2000. As previously disclosed in the Company's Annual
Report on Form 10-K, the Company was  previously  notified that it did not fully
satisfy all of Nasdaq's  requirements for continued  listing.  Following an oral
hearing   that  was  held  on  January  14,  2000  before  the  Nasdaq   Listing
Qualifications  Panel,  the panel has determined to delist the Company's  Common
Stock from the Nasdaq National Market.

Evans Systems plans to hold it's annual  shareholder  meeting on the  previously
announced  sale of it's Texas based  convenience  store and petroleum  marketing
assets to TSC and  subsequent  merger with I-Net  Holdings  in April  2000.  The
company is  presently  finalizing  its proxy  materials  and will be filing it's
preliminary proxy statement covering the transactions  within the next few days.
I-Net plans to file for a initial listing application to be traded on the Nasdaq
National  Market.  During the interim  period , Evans  Systems  will explore all
options with Nasdaq relating to today's  decision by the Listing  Qualifications
Panel and is also  reviewing  listing  requirements  for  listing  on the Nasdaq
SmallCap market or AMEX.

Beginning as of Friday, February 18, the Company intends to immediately list its
Common Stock on the OTC Bulletin Board. (OTCBB:EVSI)

About Evans Systems, Inc.
Evans  Systems,  Inc.  is  currently  repositioning  itself  as  a  provider  of
e-commerce  marketing and advertising.  Currently,  business  segments  include:
convenience  stores,  a chain  of  retail  outlets  in  South  Texas;  petroleum
marketing,  a distributor of petroleum products;  and EDCO  Environmental,  Inc.
which provides environmental soil remediation services

This  press  release  contains  certain  forward-looking  statements  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, which are intended to be
covered by the safe harbors created hereby. The forward looking  information and
statements are contingent upon the timely completion of the


                                       -5-

<PAGE>
merger  agreement with I-Net and the previously  announced sale of the assets to
TSC Service,  Inc.  Potential risks include the occurrence or  non-occurrence of
required  closing  conditions  as  set  forth  in  the  definitive   agreements,
uncertainties  regarding  the ability to  successfully  integrate  the  combined
businesses, as well as the risks discussed in the Evans Systems Annual Report on
form 10-K for the fiscal year ended  September 30, 1999,  as amended.  Investors
are  cautioned  that  all  forward-looking   statements   contained  herein  are
reasonable,  and assumptions  could be inaccurate,  and involve certain risk and
therefore,  there can be no assurance that  forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.


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