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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 ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 19, 1996
ICHOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-82092 25-1741849
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA 15146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 856-6100
Former name or former address, if changed since last report:
PDG REMEDIATION, INC.
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Item 1 CHANGE IN CONTROL OF REGISTRANT.
As described in the registrant's Information Statement on Schedule 14C
initially filed with the Securities and Exchange Commission on September 17,
1996, as subsequently amended (file no. 000-25132) (the "Information
Statement"), PDG Environmental, Inc. ("PDGE") has sold and assigned to Drummond
Financial Corporation ("Drummond") its 59.5% interest in the registrant,
consisting of 1,470,320 shares of the registrant's common stock, par value $.01
per share ("Common Stock"). PDGE's sale of the Common Stock to Drummond was
completed on November 19, 1996, in accordance with the terms of a loan
modification agreement effective as of July 31, 1996 (the "Loan Modification
Agreement") between PDGE and Drummond. The sale by PDGE of the Common Stock was
subject to and conditioned upon a number of conditions, including, without
limitation: (a) the effective reincorporation of the registrant as a Delaware
corporation (the "Reincorporation"), including the filing of a certificate of
incorporation in Delaware and the adoption of by-laws each containing (as and
where appropriate) provisions expressly electing not to be governed by Section
203 of the Delaware general corporation laws and such other provisions as were
acceptable to Drummond in its sole discretion; (b) the closing of the purchase
and sale of the shares of Common Stock on or before November 1, 1996; (c) the
Reincorporation resulting in no material liabilities to the registrant, as
determined in the sole discretion of Drummond; and (d) the Reincorporation
resulting in not more than 5% of the shareholders of the registrant exercising
dissenters' rights. As of November 19, 1996, all of the conditions to the sale
by PDGE of the Common Stock to Drummond were either satisfied or waived by
Drummond. The consideration for the sale and transfer of the shares of Common
Stock to Drummond was $0.82 per share, for a total of $1,205,662, which
resulted in a credit in that amount against the outstanding balance on loans
owed by PDGE to Drummond.
The Loan Modification Agreement also provided for a change in the
composition of the registrant's Board of Directors and the appointment of
Michael Smith, Jimmy S. H. Lee, Roy Zanatta and Leonard Petersen to the Board
of Directors of the Registrant.
Item 5. OTHER EVENTS.
The Reincorporation of the registrant as a Delaware corporation, as
described in the Information Statement, was effective on November 13, 1996. As
a result of the Reincorporation, the registrant's jurisdiction of incorporation
has been changed from the Commonwealth of Pennsylvania to the State of
Delaware, and the name of the registrant has been changed to ICHOR Corporation.
EXHIBITS
The following exhibit is furnished in accordance with the provisions
of Item 601 of Regulation S-K:
(2) Agreement and Plan of Merger, dated as of October 1, 1996, by and
between ICHOR Corporation and PDG Remediation, Inc., filed as Appendix
A to the registrant's Information Statement on Schedule 14C on
September 17, 1996, is incorporated herein by reference.
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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.
ICHOR CORPORATION
(FORMERLY PDG REMEDIATION, INC.)
(Registrant)
Date: NOVEMBER 20, 1996 By: /s/ JOHN M. MUSACCHIO
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Title: President
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