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
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Date of Report (Date of earliest event reported): February 18, 2000
TECHNICAL CHEMICALS AND PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-25406 65-0308922
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
3341 S.W. 15TH STREET
POMPANO BEACH, FLORIDA 33069
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 954/979-0400
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Judgment In Hazardous Waste Lawsuit
On January 31, 2000, the United States District Court for the Southern
District of Florida entered a judgment against the Company and its President,
Jack L. Aronowitz, in connection with a lawsuit brought by the United States of
America on behalf of the Environment Protection Agency under the Comprehensive
Environmental Response Compensation and Liability Act of 1983, relating to the
clean-up of a facility that during 1985 through 1992 contained alleged hazardous
substances. The Company occupied this facility during part of 1992. The judgment
holds the defendants, jointly and severally, liable for $401,177, representing
their share of site clean-up costs, plus post-judgment interest as allowed by
law. Further, the Court retained jurisdiction to rule on trial expenses, such as
costs, attorney's fees and travel, which may be awarded to the United States.
The Company's Articles of Incorporation provide for indemnification, to the
fullest extent permitted by law, of any person made party to an action by reason
of the fact that such person is an officer or director of the Company.
The Company has not yet determined whether to appeal the court's
ruling. If the Company were to appeal the court's ruling, the Company may be
required to post an appeal bond in order to stay execution of the judgment.
There can be no assurances that an appeal, if taken, would be successful, or the
posting of an appeal bond would not have a material adverse impact on the
Company's liquidity and capital resources. In addition, execution on the
judgment against the Company may have a material adverse impact on the Company's
liquidity and capital resources.
Information in this report, including any information incorporated by
reference herein, includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.
Statements herein regarding future prospects, business plans and
strategies, future revenues and revenue sources, future liquidity and capital
resources, as well as other statements contained in this report that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future, and similar statements are forward
looking statements. These statements are based upon assumptions and analyses
made by the Company in light of current conditions, future developments and
other factors the Company believes are appropriate in the circumstances, and
information obtained from third parties, and are subject to a number of
assumptions, risks and uncertainties. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that actual results
might differ materially from those suggested or projected in the forward-looking
statements. Factors that may cause actual future events to differ from those
predicted or assumed include, but are not limited to: delays in product
development; risks associated with the Company's ability to successfully develop
and market new products on a profitable basis or at all risks; related to
results of litigation and appeals; the Company's limited cash reserves and
sources of liquidity; uncertainties in availability of expansion capital in the
future and other risks associated with capital markets, as well as those listed
in the Company's other press releases and in its other filings with the
Securities and Exchange Commission. The Company may determine to discontinue or
delay the development of any or all of its products under development at any
time. For a complete description of the Company's products and business, see
Part I, Item 1 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
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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.
Dated: February 18, 1999 TECHNICAL CHEMICALS AND PRODUCTS, INC.
By: /s/ Walter V. Usinowicz, Jr.
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Walter V. Usinowicz, Jr.
Vice President of Finance and Chief
Financial Officer (Chief Accounting Officer)
