-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASkK94p7PiZ67LreojAHzLkJRKCgHJU4JGI1SxLb3RQ/NQJXM534OoWCUB7Bypfv OMRN0ZipqQLYf16hBr1OJQ== 0000910680-05-000021.txt : 20050106 0000910680-05-000021.hdr.sgml : 20050106 20050106165411 ACCESSION NUMBER: 0000910680-05-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRYCLEAN USA INC CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14757 FILM NUMBER: 05516220 BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 FORMER COMPANY: FORMER CONFORMED NAME: METRO TEL CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8k-01032005.txt JANUARY 3, 2005 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 (DATE OF EARLIEST EVENT REPORTED): JANUARY 3, 2005 DRYCLEAN USA, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE ---------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-9040 11-2014231 ------------------------ --------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 290 N.E. 68 STREET, MIAMI, FLORIDA 33138 --------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 754-4551 NOT APPLICABLE ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. - --------- ------------- On January 3, 2005, DRYCLEAN USA, Inc. (the "Company") entered into a Patent License Agreement with Whirlpool Corporation ("Whirlpool") in which the Company granted Whirlpool an exclusive license until December 31, 2008 and thereafter a non-exclusive license to make and sell laundry appliances incorporating the Company's patent applications and other intellectual property related to fabric treatment technology for improving the drying and refreshing of garments in home clothes dryers. In consideration for the grant of the license and to reimburse the Company for its time, effort and development costs, Whirlpool is to pay the Company a $350,000 fee. In addition, Whirlpool is to pay the Company a per unit royalty for dryers using the licensed technology that are sold during the three year period following the first sale following commercial production of dryers using the license technology, as well as a to-be-negotiated royalty with respect to the sale of licensed after market kits (to retrofit existing home dryers) for which the Company has retained marketing rights but granted Whirlpool a non-exclusive license. A copy of the Company's press release relating to the grant of this license is attached as Exhibit 99.1 to this Report. Item 9.01 Financial Statements and Exhibits. - --------- ---------------------------------- (a) Financial Statements of Businesses Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 The Company's press release dated January 4, 2005. 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 thereunto duly authorized. DRYCLEAN USA, Inc. Date: January 6, 2005 By: /s/ Venerando J. Indelicato ------------------------------------ Venerando J. Indelicato, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ------------- ------------------------------------------------------ 99.1 The Company's press release dated January 4, 2005. EX-99 2 f8k-exh99_1.txt EXHIBIT 99.1 From: DRYCLEAN USA. Inc. 290 NE 68 Street Miami, FL 33138 Michael Steiner (305) 754-4551 Venerando Indelicato (813) 814-0722 FOR RELEASE AT 9:00AM ON JANUARY 4, 2005 DRYCLEAN USA, INC. ENTERS INTO AN AGREEMENT WITH WHIRLPOOL CORPORATION DRYCLEAN USA'S PATENT TECHNOLOGY TO BE USED IN NEW HOME APPLIANCE Miami, FL - January 4, 2005 - DRYCLEAN USA, Inc. (AMEX:DCU) today announced it has signed an exclusive license agreement with Whirlpool Corporation of Benton Harbor, Michigan (NYSE:WHR), licensing the use of DRYCLEAN USA's patent technology on home appliances. The agreement calls for Whirlpool to pay a one-time licensing fee and royalties during the three year period following the introduction of Whirlpool manufactured products using the innovative new technology. After this period Whirlpool will retain a non-exclusive license and DRYCLEAN USA is free to license its technology to other manufacturers. The agreement represents a culmination of ongoing technical cooperation between DRYCLEAN USA and Whirlpool with the goal of improving at-home garment drying and refreshing. DRYCLEAN USA will retain the rights to market retrofit kits, designed to upgrade existing home laundry appliances. Venerando J. Indelicato, Chief Financial Officer of DRYCLEAN USA, stated that, "this agreement could provide the Company with significant financial returns over the life of this license agreement and thereafter." He continued, " We believe our technology, which has already proven successful in commercial laundry machines, should outperform other devices presently on the market." DRYCLEAN USA, Inc. through its subsidiaries is one of the nation's leading distributors of industrial laundry, dry cleaning machines and steam boilers. Its subsidiary, DRYCLEAN USA License Corp, is one of the largest franchise and license operations in the dry cleaning industry, currently consisting of over 400 franchised and license stores in the United States, the Caribbean and Latin America. This press release contains certain information that is subject to a number of known and unknown risks and uncertainties that may cause actual results and trends to differ materially from those expressed or implied by the forward-looking statements. Information concerning such factors are discussed in Company reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----