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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): August 15, 1996
ENVIROMETRICS, INC.
DELAWARE 0-23892 57-0941152
(State of other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
9229 University Boulevard, Charleston, SC 29406
(Address of principal executive offices)
(803) 553-9456
Registrant's telephone number, including area code
4055 Faber Place Drive, Suite 201, Charleston, SC 29405
(Former name or former address, if changed since last report)
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Item 2. DISPOSITION OF ASSETS
On August 15, 1996 the Board of Directors of Envirometrics, Inc. voted to
dispose of its 100% owned subsidiary, Trico Envirometrics, Inc. ("Trico"),
effective as of July 31, 1996. All of the outstanding common stock of Trico,
one thousand (1,000) shares, was exchanged with Andrew C. Gillette, who was a
member of the Board of Directors and the Company's Chief Operating Officer,
for forty-five thousand (45,000) shares of stock of Envirometrics, Inc. Mr.
Gillette had been a principal in the service group of companies that sold
assets to the Company in an acquisition in 1994. Mr. Gillette also resigned as
an officer and director of the Company.
The original acquisition had taken place on November 30, 1994, when
Envirometrics Acquisition Corporation No. 1 ("EAC"), a newly formed wholly-
owned subsidiary of Envirometrics, Inc., pursuant to an Asset Purchase
Agreement dated November 30, 1994 (the "Acquisition Agreement"), completed
the acquisition from Trico Engineering & Surveying, Inc. and Land Planning &
Design, Inc. ("the Sellers") of substantially all of their operating assets.
EAC subsequently changed its name to Trico Envirometrics, Inc. Each of the
Sellers was a corporation wholly-owned by Andrew C. Gillette, an individual who
was not affiliated with the Company at the time of the acquisition.
The purchase price for the assets acquired consisted of issuance to the
Sellers of an aggregate of 45,000 shares of the Company's previously
authorized but unissued restricted common stock, $.001 par value.
The acquisition was accounted for as a purchase. Accordingly, the value
of property and equipment was adjusted to reflect the estimated fair value as
of the date of acquisition. Goodwill in the amount of $658,751 was recorded
at the date of acquisition.
The terms of the disposition resulted in the Company exchanging 100% of
the common stock of Trico for 45,000 shares of treasury stock of Envirometrics,
Inc., which was the same number of shares issued in the original acquisition.
In addition, Trico executed a promissory note in the amount of the balance
owed to Envirometrics which will be approximately $600,000. Such note
will be amortized over a five year period (a balloon payment will be due at
the end of the period) and monthly payments will be $10,000. The note is
collateralized by substantially all assets of the company (subordinate to a
financial institution which holds a lien against trade acounts receivable) and
is personally guaranteed by Andrew C. Gillette and his spouse. Certain
limitations were agreed to in regards to compensation paid to Mr. Gillette
and members of his immediate family while the promissory note is outstanding.
The Company incurred a net loss of $1,176,000 for the six months ended
June 30, 1996 as compared to a net loss of $304,000 reported for the six
months ended June 30, 1995. Included in the six month 1996 net loss is the
write-off of approximately $615,000 of goodwill related to the Trico civil
engineering service group acquisition made on November 30, 1994.
The divestiture of the subsidiary will allow Envirometrics, Inc. to focus
on further emphasizing the core compentencies of the Company and allow
management to devote resources to those areas of the industry that provide the
greatest national and international expansion opportunities.
Unaudited pro forma consolidated results of operations for the six months
ended June 30, 1996 as though Trico Envirometrics, Inc. had been disposed of
as of January 1, 1996 follow:
<TABLE>
<CAPTION>
<S> <C> <C>
Actual Amounts Pro Forma
Reported Amounts
Sales and
service revenue $2,723,773 $1,853,838
Net loss (1,176,191) (653,002)
Loss per
common share (.47) (.27)
</TABLE>
The description contained herein is summarized from the agreements
executed in connection with the transaction and attached as Exhibit 1, 2, 3, 4
and 5, submitted under separate cover, FORM SE, and is incorporated herein by
reference.
Item 7. Exhibits
The following exhibits are filed as part of this Form 8-K.
1. Stock Purchase Agreement
2. Unconditional Guaranty Agreement
3. Promissory Note
4. Pledge Agreement
5. Security Agreement
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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 hereto duly authorized.
ENVIROMETRICS, INC.
Dated: August 28, 1996 By: s/Richard D. Bennett
Richard D. Bennett
President and CEO
