8-K/A 1 prcc8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. First Amendment to FORM 8-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 1, 2001 ------------------------------------------------ Date of Report (Date of earliest event reported) POLLUTION RESEARCH AND CONTROL CORPORATION ------------------------------------------- (Exact Name of Registrant as specified in Charter) Commission File No. 0-14266 California 95-2746949 ---------------------------- -------------------- (State of Other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 9300 Wilshire Boulevard, Suite 308 Beverly Hills, California 90210 -------------------------------- (Address of Principal Executive Office)(Zip COde) Registrant's Telephone Number, Including Area Code: (310) 248-3655 Table of Contents Form 8-K Disclosures: Page ---- Item 1. Change in Control 3 Item 2. Acquisition or Disposition of Assets 4 Item 3. Bankruptcy or Receivership 4 Item 4. Changes in Registrant's Certifying Accountant 4 Item 5. Other Events 5 Item 6. Resignations of Registrant's Directors 5 Item 7. Financial Statement, Proforma, Financial Information and Exhibits 5 Item 8. Change in Fiscal Year 5 Signature page 6 2 Item 1. Change in Control (a) Spinoff of Dasibi Environmental, Inc. Pollution Research and Control Corporation ("PRCC"), a California corporation, and Astor Capital Inc. ("ASTOR"), a California corporation entered into an agreement to change directors and officers and some of the lines of business of the Company to improve prospects for obtaining financing on September 24, 2001 under the agreement whereby certain former directors of PRCC resigned except Mr. Donald R. Ford who appointed three new directors to fill the vacancies remaining after the resignations, namely: Jacques Tizabi, Matin Emouna and Michael Collins. The resumes of each new director follow. The Agreement was adopted by majority consent of the Board of Directors of PRCC and Astor Capital, Inc., on September 21, 2001 and amended on September 28, 2001 to establish the effective date of the Agreement to be October 1, 2001. No approval of the shareholders of either PRCC or ASTOR is required under applicable state corporate law. The new management of PRCC intends to continue the historical businesses of the Company other than the China operations of Dasibi International, Inc. See Item 2. Prior to the effective date of the Agreement the Board of Directors were: Albert E. Gosselin, Jr., Barbara L. Gosselin, Gary L. Dudley, Craig E. Gosselin, Donald R. Ford, Barry S. Soltani and Marcia A. Smith and the officers were Albert E. Gosselin, Jr., President and Chief Executive Officer, Donald R. Ford, Chief Financial Officer. Upon closing of the Agreement, the three persons named above assumed positions as directors of PRCC and Donald R. Ford remained as director. Two of the three directors, namely, Michael Collins and Matin Emouna, are independent directors as defined in the Bylaws of the National Association of Securities Dealers. None of these persons presently owns any shares of stock in PRCC. The officers of PRCC subsequent to the Agreement become: Jacques Tizabi, Chief Executive Officer and Michael Collins, Secretary. The by-laws of PRCC will continue without change. A copy of the Agreement is attached hereto as an exhibit. The foregoing description is modified by such reference. (b) Resumes of New Directors Jacques Tizabi, a director and chief executive officer of the Company, who from January 1995 to the present, is the co-founder and managing partner of Astor Capital, Inc., a Los Angeles based company which specializes in investment banking and asset management of direct private investments in public companies. Mr. Tizabi's prior position as a portfolio manager at AMG Capital Management in Los Angeles includes experience in equities and private placements. Mr. Tizabi received a Master of Business Administration degree from Pepperdine University in 1996 and a Bachelor of Science at New York University's Stern School of Business in 1992. Matin Emouna, a director of the Company, is a practicing attorney in Mineola, New York, who from 1995 to 1997 was an associate of the law firm of Weinreb & Weinreb in West Babylon, New York and from 1997 to the present, a sole practitioner. Mr. Emouna's practice is principally real estate transactions and business litigation. Mr. Emouna received a Bachelor of Science degree from the State University of New York and a Juris Doctor in June 1993 from Benjamin N. Cardozo School of Law. Michael Collins, a director and the secretary of the Company, was from June through August 1997 an intern at Twentieth Century Fox and from December 1998 to the present, an independent business consultant in Los Angeles, California. Mr. Collins' principal activities have been the creation of marketing strategies for clients and capital formation and capital raising transactions. Mr. Collins received a Bachelor of Arts degree from Columbia University in May 1992 and a Master of Business Administration from UCLA in June 1998. 3 (c) The prior management of PRCC and of Astor determined over time that the China business of Dasibi had been extremely capital intensive and because PRCC had experienced significant delays in obtaining approvals of financing for the Chinese customers, PRCC has been hindered in its ability to raise additional capital on terms acceptable to the Company. It became apparent that PRCC's ability to raise capital would be enhanced if Dasibi with its attendant debts were spun off, in part, to the shareholders of PRCC. In this connection it was also decided to change the directors and officers of the Company. Item 2. Acquisition or Disposition of Assets (a) Consideration. The consideration exchanged pursuant to the Agreement was negotiated between PRCC and Astor Capital, Inc., one of PRCC lenders. (b) Continuing Businesses. The new management PRCC intends, as before the Agreement, to continue its historical business (other than its operations in China) related to air monitoring and to engage in the new business relating to detection of hazardous chemicals and biological agents and to reinvesting in its subsidiary, Logan Medial Devices, Inc., as set forth more fully immediately below. Additionally, PRCC will continue to proceed with development of the Flue Gas Purification System patents developed and patented by the Company in September 1996 and March 2, 1999. Logan Medical Devices, Inc. is a wholly owned subsidiary of PRCC formed in June 1996 under the law of the State of Colorado to modify and improve PRCC's nitric oxide instrument used as a non-invasive asthma diagnostic device. Completion of the research and development of the device is dependent upon PRCC raising additional capital to file for and prosecute Federal Drug Agency ("FDA") approvals and to establish a medically oriented sales and marketing network once FDA approval is obtained. No assurance can be given that FDA approval will be granted or that funds necessary to complete the modifications to the device and to prosecute the FDA application will be obtained. Additionally, management of PRCC intends to fund the development and adaptation of existing air quality monitoring systems manufactured and sold for many years by PRCC's subsidiary, Dasibi Environmental Corporation ("Dasibi") for use in detection of certain chemical and biological agents. In October 2001, PRCC entered into an exclusive license agreement with Dasibi for the development and adaptation worldwide of its ambient air monitoring instruments for detection of certain chemical and biological agents which are airborne. Dasibi presently manufactures and markets an air monitoring system known as System 7001 which is a suspended particle analyzer which collects all material in the ambient air measuring from .1 micron to 2.5 microns and deposits such particles in a defined area on a moving tape. Detection of harmful particles is the first step in a warning system. NO assurance can be given that the research and development activities to adapt the System 7001 will in fact result in a warning device useful for identifying chemical and biological agents or that such a device if developed will be successfully marketed to achieve profitable operations for the Company. Item 3. Bankruptcy or Receivership Not Applicable. Item 4. Changes in Registrant's Certifying Accountant Not Applicable. 4 Item 5. Other Events A material provision of the Agreement described in Item 1 requires the distribution of 6,230,000 shares of common stock or 85% of Dasibi Inc., the wholly owned operating subsidiary of the Registrant, PRCC. The distribution will be pro rata to all shareholders of PRCC on the record date of October 3, 2001. PRCC will retain 1,100,000 shares of common stock of Dasibi out of a total issued and outstanding of 7,330,000 representing 15% of the total outstanding shares of Dasibi. In order to accomplish the distribution it will first be necessary to forward split the shares of Dasibi so that there will be 7,330,000 shares outstanding after the split. After the distribution of the Dasibi common stock, PRCC will own 15% and the shareholders of PRCC will own 85% of the issued and outstanding shares of Dasibi, the only operating entity of the Registrant. Item 6. Resignations of Registrant's Directors Effective October 1, 2001 the former directors of PRCC resigned with the exception of Mr. Donald R. Ford who appointed three new directors, Jacques Tizabi, Matin Emouna and Michael Collins, to fill the vacancies. The business purpose of the transaction was to separate the existing business of Dasibi (principally operating in and dependent on the revenues derived from the Republic of China) from some of the indebtedness related to the China business and to allow the other business endeavors of PRCC to proceed as initially planned. Item 7. Financial Statement, Proforma, Financial Information and Exhibits PRCC requests an extension of time to prepare and file pro-forma financial statements for this transaction or until November 29, 2001. Exhibits Exhibit number -------------- 2.0 Agreement dated September 21, 2001 2.1 Amendment to Agreement dated September 21, 2001 Item 8. Change in Fiscal Year Not Applicable. 5 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this amendment to the report on Form 8-K filed October 5, 2001 to be signed on its behalf by the undersigned hereunto duly authorized. POLLUTION RESEARCH AND CONTROL CORPORATION By: /s/ Jacques Tizabi ----------------------------- Name : Jacques Tizabi Title: Chief Executive Officer Dated: November 8, 2001 6