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: SEPTEMBER 30, 1997
_________________________WATERPUR INTERNATIONAL INC.__________________
(Exact name of registrant as specified in Charter)
_______________________________DELAWARE________________________________
(State or other jurisdiction of incorporation)
________________________________0-23402________________________________
(Commission File Number)
_______________________________11-2863244______________________________
(IRS Employer Identification No.)
1335 GREG STREET, UNIT #104
SPARKS, NEVADA 89431
____________________________(702) 331-5524_____________________________
(Address and Telephone Number of Principal Executive Offices)
__________________________________________________________________________
(Former name or former address, if changes since last report)
<PAGE>
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
Effective September 30, 1997, WaterPur International Inc. (the "Company")
issued approximately 7,750,000 shares of the Company's Convertible Preferred
Shares (Preferred Shares") to Casmyn Corp. ("Casmyn") in the following
transactions (the "Restructuring"): a) the Company converted outstanding debt
of approximately $4,350,000 owed to Casmyn to approximately 5,000,000 Preferred
Shares; and b) the Company exchanged approximately 2,750,000 Preferred Shares
for approximately 5,500,000 common shares of the Company owned by Casmyn.
Each Preferred Share is entitled to two votes per share, bears no
dividend, constitute's a senior security of the Company and may be converted
by the holder any time after twelve months from the date of distribution into
two shares of the Company's Common Stock. All remaining Preferred
Shares will be automatically converted into two of the Company's
common shares on the eighteenth month from the distribution date. The
number of Preferred Shares received in the conversion of outstanding debt of
the Company was based upon the closing market price of the Company's common
stock on September 30, 1997. The Restructuring was based upon advice of
independent investment banking firms representing the respective interests
of the Company and Casmyn.
In addition, the Company issued to Casmyn warrants to purchase up to 3,300,000
shares of the Company's common stock at a price of $.75 per share. These
warrants are exercisable for a three year period.
On September 30, 1997, the Casmyn Board of Directors announced the
spin-off (the "Spin-Off") to its shareholders of all of Casmyn's
approximately 7,750,000 Preferred Shares of the Company received in the
Restructuring to the common and preferred shareholders of record of Casmyn
Corp. on October 15, 1997. The Spin-Off will occur upon the satisfaction of all
regulatory requirements. Additionally, Casmyn purchased from the Company
150,000 shares of Casmyn common stock for cash of $5.00 per share, and 22,987
Casmyn common shares valued at $5.00 per share were used to offset a portion of
the Company's debt to Casmyn.
<PAGE>
Prior to the restructuring discussed above, Casmyn owned approximately 31.2%
of the outstanding equity of the Company. After giving effect to the
Spin-Off by Casmyn, the Company estimates that the percentages of
ownership of the Company's common stock on October 15, 1997 (upon conversion
of the Preferred Shares) by (1) any person (including any "group") who is
known by the Company to own beneficially more than 5% of its outstanding
common stock, (2) each director and officer, and (3) all officers and
directors as a group, would be as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares of Shares of
Common Shares Common
Stock Owned Acquired Stock Owned
Name and Address prior to % (Divested) in After % Owned
of Beneficial Owner Transaction Owned Transaction Transaction **
Casmyn Corp. 5,634,756 31.2% (5,634,756) nil nil
1335 Greg St., #104
Sparks, NV 89431
Dahya Holdings 2,798,698 (1) 15.3% 2,268,520 5,607,218 18.0%
1335 Greg St., #104
Sparks, NV 89431
Societe Generale 1,500,000 (3) 8.1% 1,355,813 2,563,001 9.1%
17 Cours Valny
La Defense
Cedex
Paris, France
Sandro Kunzle 16,750 (2) nil 18,750 35,500 nil
Tenuta Aia Vecchia
58029 Sassofortino (GR),
Italy
Mehdi C. Nimjee 33,500 (2) nil nil 33,500 nil
1800-1500 W. Georgia
Vancouver,
British Columbia,
Canada V6G 2Z6
All Officers and 2,974,548 16.1% 2,293,270 5,267,818 18.7%
Directors of the
Company as a Group
(5 persons)
* Based upon 18,035,966 common shares outstanding at September 30, 1997.
** Based upon 28,200,000 common shares outstanding after conversion of the Preferred Shares.
</TABLE>
<PAGE>
(1) At September 30, 1997, Dahya Holdings, Inc., a foreign corporation, of
which Mr. Amyn Dahya is an officer and director, held 2,548,698 common shares
of the Company. Mr. Mansoor Dahya, an uncle to Mr. Amyn Dahya, is the
majority shareholder of Dahya Holdings, Inc. and holds 91% of the outstanding
voting stock of Dahya Holdings, Inc. As indirect shareholders, Messers. Amyn
Dahya and Monsoor Dahya have shared voting and investment power in and to
these shares. Also at September 30, 1997, Mr. Amyn Dahya had a total of
250,000 exercisable options to purchase common stock of the Company at $1.00
per share.
(2) Represents exercisable options to purchase common stock of the Company
at $1.00 per share.
(3) Represents 1,000,000 common shares of the Company and 500,000
exercisable warrants to purchase common stock of the Company at $3.00 per
share.
The Company shares officers, personnel and facilities with Casmyn and
accordingly actual costs related to these officers, personnel and facilities
are shared on a pro-rata basis.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
(c) Exhibits
None
<PAGE>
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.
WaterPur International Inc.
/s/ Dennis E. Welling
October 15, 1997 By ______________________________
Dennis E. Welling, Controller
(Duly Authorized and Principal Accounting Officer)
