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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) April 2, 1997
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Conversion Technologies International, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 000-28198 13-3754366
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
Bethany Crossing Office Center
82 Bethany Road
Hazlet, New Jersey 07730
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (908) 888-3828
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
As permitted under Rule 135c promulgated under the Securities Act of
1933, as amended, Conversion Technologies International, Inc. (the
"Registrant") is filing as an exhibit to this Current Report on Form 8-K a
press release issued by the Registrant on April 2, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
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99.1 Press release issued by the Registrant on
April 2, 1997.
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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.
CONVERSION TECHNOLOGIES
INTERNATIONAL, INC.
By: /s/ Harvey Goldman
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Harvey Goldman
Vice-Chairman, President and Chief Executive
Officer
April 2, 1997
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE NO.
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99.1 Press release issued by the Registrant on April 2, 1997. 5
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EXHIBIT 99.1
FROM: CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
82 Bethany Road
Hazlet, NJ 07730
Contact: Susan Kirby, VP-Corporate Communications
MWW/STRATEGIC COMMUNICATIONS, INC.
Contact: Rob Swadosh ([email protected])
(201) 507-9500
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FOR IMMEDIATE RELEASE
CONVERSION TECHNOLOGIES PLANS PRIVATE PLACEMENT
HAZLET, NJ, April 2, l997--Conversion Technologies International, Inc. (Nasdaq:
CTIX) announced today that it plans to make a private placement to accredited
investors, through a placement agent acting on a best efforts basis, of
preferred stock (the "Premium Preferred Stock") for aggregate gross proceeds of
a minimum of $2 million and a maximum of $7 million. Each share of Premium
Preferred Stock will have a stated par value of $10 and will initially be
convertible into Common Stock at the lesser of (i) $2.00 per share and (ii) the
average closing bid price of Conversion's Common Stock for the 30-trading-day
period preceding the closing of the Private Placement (or, in the case of
multiple closings, preceding the closing date with the lowest such average
closing bid price). Such conversion price will be reset 12 months following the
closing of the Private Placement unless the Common Stock has achieved an average
closing price over the 20-trading-day period preceding such 12 month anniversary
(the "12 Month Price") of at least 135% of the then applicable conversion price.
If such an adjustment is required, the adjusted conversion price will be equal
to the greater of (i) the 12 Month Price divided by 1.35 and (ii) 50% of the
conversion price then in effect.
In the case of the minimum offering, assuming a $2.00 conversion price, the
Private Placement will result in the issuance of 1,100,000 common stock
equivalents (including the
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Premium Preferred Stock and warrants to be issued to the placement agent) or
17.2% of the Common Stock to be outstanding upon consummation of the previously-
announced merger with Octagon, Inc. In the case of the maximum offering,
assuming a $2.00 conversion price, the Private Placement will result in the
issuance of 3,850,000 common stock equivalents (including the Premium Preferred
Stock and warrants to be issued to the placement agent), or 60.3% of the Common
Stock to be outstanding following consummation of the merger.
The holders of Premium Preferred Stock will be entitled to that number of
votes as shall equal the number of shares of Conversion Common Stock into which
such shares of Premium Preferred stock are convertible. In addition, the
affirmative vote of the holders of at least two-thirds of the Premium Preferred
Stock will be required for (i) the issuance of securities senior to or on a
parity with the Premium Preferred Stock with respect to dividends, voting or
liquidation, (ii) any alterations to the rights of the Premium Preferred Stock,
(iii) a liquidation, dissolution or sale of substantially all of the assets of
Conversion and (iv) the incurrence of over $100,000 of indebtedness (other than
borrowings under working capital lines of credit).
The consummation of the Private Placement is conditioned upon the
consummation of the Merger, among other things. No assurance can be given that
the Private Placement will be consummated on the terms stated herein or at all.
The Premium Preferred Stock proposed to be offered and issued in the Private
Placement will not be and has not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirement.
Conversion Technologies' business consist of (i) producing various
substrates for use as industrial abrasives for surface cleaning and surface
preparation applications and for use as aggregates for incorporation into
non-skid flooring, roofing shingles, plaster and other
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construction materials and (ii) recycling cathode ray tube glass for sale to the
manufacturers of such glass and others. Conversion's abrasives and construction
materials substrates include Conversion's initial product, ALUMAGLASS(Registered
Trademark), an alumino-silicate glass produced in a patented process utilizing
industrial waste streams and certain virgin materials, as well as other glass
and fired ceramic materials produced utilizing Conversion's manufacturing
equipment.
MATTERS DISCUSSED IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS INDICATED BY FORWARD-LOOKING STATEMENTS. NO
ASSURANCES CAN BE GIVEN THAT THE ABOVE FORWARD-LOOKING STATEMENTS WILL PROVE TO
BE ACCURATE OR THAT THE ABOVE DESCRIBED PRIVATE PLACEMENT WILL BE COMPLETED ON A
TIMELY BASIS, IF AT ALL.
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