IMSCO INC /MA/
8-K, 1999-01-26
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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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: January 25, 1999


                            IMSCO Technologies, Inc.
             (Exact Name of Registrant as specified in its Charter)

        Delaware                      0-24520                  04-3021770
(State or other jurisdiction    (Commission File No.)       (I.R.S. Employer
       or corporation)                                      Identification No.)

40 Bayfield Drive
  North Andover                                                   01845
(Address of Principal                                           (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code: (978) 689-2080

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


ITEM 5.  OTHER EVENTS

        On January 19, 1999 IMSCO  Technologies,  Inc.(the "Company") received a
Complaint from BPV Enterprises, Inc. d/b/a Universal sales ("Universal")filed in
New York State court  asserting that the Company was in breach of contract under
Universal's Sales  Administration and Servicing  Agreement dated August 20, 1996
(the "Universal Agreement").  As previously reported by the Company, the Company
terminated  the  Universal  Agreement  in April  1997 for  cause.  Universal  is
alleging that the Universal Agreement was wrongfully terminated without cause or
justification and is seeking  anticipatory damages based on its potential future
compensation  under the Universal  Agreement which is asserted to be 2.5% of the
sales of the Company for certain specified services to be provided by Universal,
provided that no compensation shall be payable if sales are less than $5 million
in any  year,  and a  potential  sales  commission  of 2.5% over the term of the
agreement. While there can be no assurances as to the outcome of any litigation,
the Company  believes that the claims of Universal are without merit and intends
to vigorously defend the claim.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     IMSCO TECHNOLOGIES, INC.


Date: January 25, 1999               By:  /s/ Scott Singer
                                         --------------------------------------
                                          Scott Singer, Assistant Secretary and
                                          Director






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