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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): JUNE 2, 1999 (MAY 26, 1999)
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KYZEN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 0-26434 87-0475115
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
430 HARDING PLACE
NASHVILLE, TENNESSEE 37211
(Address of Principal Executive Offices) (Zip Code)
(615) 831-0888
(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS AND INFORMATION.
A. REINCORPORATION OF KYZEN CORPORATION
Effective May 26, 1999 (the "Effective Time"), Kyzen Corporation
reincorporated from Utah to Tennessee (as reincorporated, the "Registrant"). The
reincorporation was effected by means of a statutory merger (the "Merger")
pursuant to Articles and Plan of Merger filed with the Secretaries of State of
Utah and Tennessee providing that Kyzen Corporation, a Utah corporation (the
"Predecessor Company"), would be merged with and into Kyzen Acquisition
Corporation, a Tennessee corporation and a wholly-owned subsidiary of the
Predecessor Company ("KAC").
On April 28, 1999, the shareholders of the Predecessor Company and KAC
approved the Plan of Merger setting forth the terms of the Merger. The
shareholders of the Predecessor Company also approved the Predecessor Company's
Amended and Restated Articles of Incorporation, pursuant to which each
outstanding share of the Predecessor Company's Class A Common Stock, $.01 par
value per share (the "Predecessor Class A Common Stock"), was reclassified,
redesignated and reconstituted into one share of the Predecessor Company's
Common Stock, $.01 par value per share (the "Predecessor Common Stock"). Among
other things, at the Effective Time each issued and outstanding share of the
Predecessor Common Stock was automatically converted into the right to receive
one share of the Registrant common stock, $.01 par value per share (the
"Registrant's Common Stock").
B. EXTENSION OF WARRANTS
On April 9, 1999, the Board of Directors of the Predecessor Company
authorized the extension of the expiration date of the Predecessor Company's
outstanding common stock purchase warrants (each a "Warrant") from August 4,
2000 to August 4, 2002. The Board took such action because it believed that the
trading price of the Predecessor Class A Common Stock may in the future rise
sufficiently to allow for the exercise of the Warrants, providing additional
capital. At the time of the Board action, each Warrant entitled the holders
thereof to purchase one share of the Predecessor Class A Common Stock at an
exercise price of $5.00 per share, subject to adjustment. As a result of the
Merger, each Warrant entitles holders thereof to purchase one share of the
Registrant's Common Stock at an exercise price of $5.00 per share, subject to
adjustment. The Board did not change, and the Merger did not affect, the
exercise price, the redemption provisions or any other provisions of the
Warrants.
The Predecessor Company filed a registration statement to issue 550,000
Common Stock Units (each a "Unit") in its initial public offering on August 4,
1995. Each Unit consisted of three shares of Predecessor Class A Common Stock
and three Warrants. As of August 23, 1995, the Predecessor Class A Common Stock
and the Warrants began trading separately. The Warrants are currently quoted on
the Nasdaq Small-Cap Market and listed on the Boston Stock Exchange.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
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2 Plan of Merger dated May 25, 1999, by and between Kyzen
Corporation and Kyzen Acquisition Corporation
4 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company (1)
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(1) Filed as Exhibit 10.20 to the Predecessor Company's Registration
Statement on Form SB-2 (No. 33-91854-A) previously filed pursuant to
the Securities Act of 1933 and hereby incorporated by reference.
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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.
KYZEN CORPORATION
By: /s/ Kyle J. Doyel
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Kyle J. Doyel
Chief Executive Officer and President
Date: June 2, 1999
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INDEX TO EXHIBITS
Exhibit No. Description
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2 Plan of Merger dated May 25, 1999, by and between Kyzen
Corporation and Kyzen Acquisition Corporation
4 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company (1)
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(1) Filed as Exhibit 10.20 to the Predecessor Company's Registration
Statement on Form SB-2 (No. 33-91854-A) previously filed pursuant to
the Securities Act of 1933 and hereby incorporated by reference.
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EXHIBIT 2
PLAN OF MERGER
WHEREAS, Kyzen Corporation ("Kyzen") is a corporation duly
organized and validly existing under the laws of the State of Utah;
WHEREAS, Kyzen Acquisition Corporation ("KAC") is a
corporation duly organized and validly existing under the laws of the State of
Tennessee and a wholly-owned subsidiary of Kyzen;
WHEREAS, the Boards of Directors of Kyzen and KAC have each
determined that it is advisable that Kyzen merge with and into KAC upon the
terms and conditions provided herein (the "Merger"); and
WHEREAS, the Boards of Directors of Kyzen and KAC have
approved this Plan of Merger between Kyzen and KAC.
NOW, THEREFORE, Kyzen and KAC hereby agree to merge into a
single corporation as follows:
FIRST: Pursuant to this Plan of Merger, Kyzen shall be merged
with and into KAC and the separate corporate existence of Kyzen shall thereupon
cease (the "Merger"). KAC shall be the surviving corporation (the "Surviving
Corporation") and shall retain its corporate identity and succeed to all of the
rights, assets, liabilities and obligations of KAC and Kyzen.
SECOND: The Merger shall become effective on the later of the
filing of Articles of Merger with the Secretary of State of Tennessee and the
filing of Articles of Merger with the Secretary of State of Utah, such time
being hereinafter referred to as the "Effective Time."
THIRD: (a) KAC Stock. At the Effective Time, each share of
Common Stock, $.01 par value per share, of KAC (the "KAC Common Stock") issued
and outstanding immediately prior to the Effective Time shall automatically be
redeemed by the Surviving Corporation and, upon payment to the former holders
thereof, shall have no further rights or represent any further claim against the
Surviving Corporation.
(b) Kyzen Securities. (i) At the Effective Time, each share of
Common Stock, $.01 par value per share, of Kyzen (the "Kyzen Common Stock"),
issued and outstanding immediately prior to the Effective Time, other than
shares to be canceled pursuant to subparagraph (b)(iii) hereof below, by virtue
of the Merger and without any action on the part of the holder thereof, shall
automatically be converted into the right to receive one fully paid and
non-assessable share of the KAC Common Stock. At the Effective Time, no shares
of Kyzen Common Stock shall be outstanding and all such shares shall
automatically be canceled and returned and shall cease to exist.
(ii) As a result of the Merger, each certificate nominally
representing shares of Kyzen Common Stock shall for all purposes be deemed to
evidence the ownership of a like number of shares of KAC Common Stock. The
holders of certificates of Kyzen Common Stock shall not be required immediately
to surrender the
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certificates in exchange for certificates of KAC Common Stock but, as
certificates nominally representing shares of Kyzen Common Stock are surrendered
for transfer, KAC will cause to be issued certificates for a like number of
shares of KAC Common Stock.
(iii) Each share of Kyzen Common Stock issued and held in
Kyzen's treasury at the Effective Time shall, by virtue of the Merger, cease to
be outstanding and shall automatically be canceled and retired and shall cease
to exist without payment of any consideration therefor.
(iv) As a result of the Merger, each outstanding warrant
to purchase one share of Kyzen Common Stock (each a "Kyzen Warrant"), whether or
not then vested or exercisable, will automatically be converted into a warrant
to purchase one share of KAC Common Stock (each a "KAC Warrant"). The holders of
Kyzen Warrant certificates shall not be required immediately to surrender the
certificates in exchange for certificates of KAC Warrants but, as certificates
nominally representing Kyzen Warrants are surrendered for transfer, KAC will
cause to be issued certificates for a like number of KAC Warrants.
(v) As a result of the Merger, each outstanding option to
purchase one share of Kyzen Common Stock (each a "Kyzen Option"), whether or not
then vested or exercisable, will automatically be converted into an option to
purchase one share of KAC Common Stock (each a "KAC Option") on the same terms
and conditions. The holders of Kyzen Options shall not be required immediately
to surrender their option agreements in exchange for option agreements for KAC
Options.
(vi) As a result of the Merger, each preferred share
purchase right issued with each share of Kyzen Common Stock and representing the
right to purchase 1/100th of a share of Kyzen's Series A Junior Participating
Preferred Stock will automatically be converted into one preferred share
purchase right representing the right to purchase 1/100th of a share of KAC's
Series A Junior Participating Preferred Stock, which will have identical rights
and preferences as Kyzen's Series A Junior Participating Preferred Stock.
FOURTH: The Charter of KAC in effect immediately prior to the
Effective Time shall be the Charter of the Surviving Corporation, until duly
amended in accordance with applicable law; provided, however, Article 1 shall
hereby be deleted in its entirety and replaced with the following:
1. Name. The name of the corporation is Kyzen Corporation.
FIFTH: The Bylaws of KAC in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation, until duly
amended in accordance with applicable law.
SIXTH: The members of the board of directors and the officers
of Kyzen immediately prior to the Effective Time shall be the members of the
board of directors and the officers, respectively, of the Surviving Corporation,
until their respective successors are elected and qualified.
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SEVENTH: KAC agrees that it may be served with process in
Tennessee in any proceeding for enforcement of any obligation of Kyzen as well
as for the enforcement of any obligation of KAC arising from the Merger.
EIGHTH: This Plan of Merger may be terminated and abandoned by
action of the board of directors of Kyzen at any time prior to the Effective
Time, whether before or after approval by the shareholders of the two corporate
parties hereto.
Dated: May 25, 1999
