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 30, 2000
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Hi-Rise Recycling Systems, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-21946 650222933
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(Commission File Number) (IRS Employer Identification No.)
8505 N.W. 74 St.
Miami, Florida 33166
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (305) 597-0243
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(Former name or former address, if changed since last report)
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Item 5. Other.
On June 30, 2000, Hi-Rise Recycling Systems, Inc. (the "Company")
entered into a second amendment to the Company's credit agreement with GE
Capital as administrative agent, and the other lenders, from time to time, as
they become party thereto (the "Amendment") to increase the credit facility to
$63 million (the "Credit Facility"). The increase in the available lines of
credit under the Credit Facility will be used for working capital requirements.
This Amendment allows the Company to receive an increase in its
existing senior working credit lines. In addition to the increase, the Company's
loan agreement was modified by revising some of the bank covenants and interest
rates.
The foregoing summary of the event is qualified in its entirety by
reference to the text of the Company's press release dated July 11, 2000, which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the increase of the Credit Facility, on July 5,
2000, the Company issued 50 shares of newly created 13% Series C Preferred
Stock, $0.01 par value per share (the "Series C Preferred Stock"), to Don Engel,
the Company's Chief Executive Officer, for an aggregate purchase price of
$500,000. The Series C Preferred Stock will have no voting rights except as
required by law, except that the affirmative vote of the holders of a majority
of the oustanding shares of Series C Preferred Stock is necessary for the
issuance of senior securities or securities ranking pari passu with the Series C
Preferred Stock, the authorization or issuance of securities convertible into
such senior securities or such pari passu securities, or the amendment to the
Company's Articles of Incorporation so as to adversely affect the Series C
Preferred Stock, or waiver of any other covenants. The Series C Preferred Stock
shall rank: (i) prior to all of the Company's common stock; (ii) prior to any
class or series of capital stock of the Company hereafter created specifically
ranking by its terms junior to any Series C Preferred Stock of whatever
subdivision, and (iii) junior to the Company's Series B Preferred Stock, in each
case as to distributions of assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Exhibit
Number Description
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1 Second Amendment to Credit Agreement and Composite Amendment
Agreement, dated as of June 30, 2000, by and among Hi-Rise
Recycling Systems, Inc., a Florida corporation, IDC
Acquisition Sub, Inc., a New York corporation, Wilkinson
Company, Inc, an Ohio corporation, Recycltech Enterprises
Inc., an Ontario, Canada corporation , Hesco Sales, Inc., a
Florida corporation, United Truck and Body Corporation, a
Florida corporation, Hesco Export Corporation, a Florida
corporation, Bes-Pac, Inc., formerly known as BPI Acquisition
Corp., a South Carolina corporation, DII Acquisition Corp., a
Connecticut corporation, Acme Chute Company, Inc., a Florida
corporation, DeVivo Industries, Inc., a Connecticut
2
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corporation, Ecological Technologies, Inc., a Connecticut
corporation, KE Corporation, a Delaware corporation, American
Gooseneck, Inc., an Arizona corporation, General Electric
Capital Corporation, as Administrative Agent, NationsBank,
National Association, as Revolver Agent and the Persons
designated as Lenders in the Credit Agreement, as amended by
the First Amendment to Credit Agreement and Composite
Amendment Agreement dated as of September 17, 1999.
2 Certificate of Designation of 13% Series C Preferred Stock of
Hi-Rise Recycling Systems, Inc.
99.1 Press Release of Hi-Rise Recycling Systems, Inc., dated as of
July 11, 2000.
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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 thereunto duly authorized.
HI-RISE RECYCLING SYSTEMS, INC.
Dated: July 26, 2000 By: /S/ J. GARY MCALPIN
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Name: J. Gary McAlpin
Its: President and Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Second Amendment to Credit Agreement and Composite Amendment Agreement,
dated as of June 30, 2000, by and among Hi-Rise Recycling Systems,
Inc., a Florida corporation, IDC Acquisition Sub, Inc., a New York
corporation, Wilkinson Company, Inc, an Ohio corporation, Recycltech
Enterprises Inc., an Ontario, Canada corporation , Hesco Sales, Inc., a
Florida corporation, United Truck and Body Corporation, a Florida
corporation, Hesco Export Corporation, a Florida corporation, Bes-Pac,
Inc., formerly known as BPI Acquisition Corp., a South Carolina
corporation, DII Acquisition Corp., a Connecticut corporation, Acme
Chute Company, Inc., a Florida corporation, DeVivo Industries, Inc., a
Connecticut corporation, Ecological Technologies, Inc., a Connecticut
corporation, KE Corporation, a Delaware corporation, American
Gooseneck, Inc., an Arizona corporation, General Electric Capital
Corporation, as Administrative Agent, NationsBank, National
Association, as Revolver Agent and the Persons designated as Lenders in
the Credit Agreement, as amended by the First Amendment to Credit
Agreement and Composite Amendment Agreement dated as of September 17,
1999.
2 Certificate of Designation of 13% Series C Preferred Stock of Hi-Rise
Recycling Systems, Inc.
99.1 Press Release of Hi-Rise Recycling Systems, Inc., dated as of July 11,
2000.
