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):
January 6, 1997
THERMO-MIZER ENVIRONMENTAL CORP.
(Exact name of Registrant as specified in charter)
DELAWARE 33-87284-N4 22-2312917
(State or other (Commission (I.R.S Employer
jurisdiction File Number) Identification
of incorporation) Number)
528 Oritan Avenue, Ridgefield, New Jersey 07657
(Address of Principal Executive Offices) (Zip Code)
201-941-5805
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Registrant's Telephone number including area code
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ITEM 5. OTHER EVENTS
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On January 6, 1997, Thermo-Mizer Environmental Corp. (the "Registrant")
and Laminaire Corporation ("Laminaire"), signed a letter of intent to acquire
the business and substantially all of the assets of Laminaire. The proposed
purchase price is $2,975,000, payable in cash of $1,975,000 and a convertible
promissory note in the principal amount of $1,000,000, which will bear interest
at the rate of nine percent per annum, plus the assumption of Laminaire's
recorded liabilities. The proposed promissory note will be convertible
commencing six months from the date of issuance at the option of the holder,
into the Registrant's Common Stock at the rate of one share of Common Stock for
each $1.3125 principal amount converted.
Laminaire, based in Rahway, New Jersey, manufactures and distributes
cleanroom products and also produces a variety of electronic circuit boards. The
acquisition is subject, among other things, to the Registrant obtaining
satisfactory financing, the completion of due diligence and the execution of a
mutually acceptable definitive agreement.
Reference is made to the press release which is included as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(C) EXHIBITS.
Exhibit Number Title
99 Press Release of the Registrant dated
January 7, 1997.
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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 hereunto duly authorized.
THERMO-MIZER ENVIRONMENTAL CORP.
/s/ Jon J. Darcy
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By: Jon J. Darcy
President
Date: January 13, 1997
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EXHIBIT INDEX
Exhibit Number Title
99 Press Release of the Registrant dated
January 7, 1997.
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PRESS RELEASE
(FOR IMMEDIATE RELEASE)
January 7, 1997
THERMO-MIZER ENVIRONMENTAL CORP. ("Thermo") - (NASDAQ -COMMON STOCK -
THMZ, WARRANTS - THMZW), a Ridgefield, New Jersey-based company which
designs, assembles and sells products and systems used to monitor a wide
variety of environmental conditions, announced that it has signed a
letter of intent to acquire the business of Laminaire Corporation,
located in Rahway, New Jersey, for $3,000,000. The acquisition is
subject, among other things, to Thermo obtaining satisfactory financing.
Laminaire is a leading manufacturer and distributor of cleanroom
products and also produces a variety of electronic circuit boards. It
has annual sales in excess of $6,000,000.
Jon Darcy, President of Thermo, said "The two companies complement each
other well, and both businesses should benefit from this planned
combination."
This press release contains forward looking statements. The Company's
actual performance might differ materially from that projected in such
forward looking statements for numerous reasons, including those
contained in the Company's Annual Report on Form 10-KSB and other
periodic reports filed with the Securities and Exchange Commission.
CONTACT: JON J. DARCY, PRESIDENT
Telephone No. (201) 941-5805
thermomi\laminair\8k
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