-----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, WStTYZ+ziL3e04HPf1LcHuhMN9Z11NSzDz2JVjn82H+AZxirehUH5w43XBTQc7uN RNLUFHnZsnFxdsnNcZj+Jw== 0001050502-98-000293.txt : 19980904 0001050502-98-000293.hdr.sgml : 19980904 ACCESSION NUMBER: 0001050502-98-000293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980828 ITEM INFORMATION: FILED AS OF DATE: 19980903 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09327 FILM NUMBER: 98703638 BUSINESS ADDRESS: STREET 1: 506 PAULA AVE CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: 8182477601 MAIL ADDRESS: STREET 1: 506 PAULA AVE CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: DASIBI ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19900529 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report August 28, 1998 ---------------------- POLLUTION RESEARCH AND CONTROL CORP. - -------------------------------------------------------------------------------- California 0-14266 95-2746949 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employee ID No.) jurisdiction of file No.) incorporation or organization) 506 Paula Avenue, Glendale, Ca 91201 - -------------------------------------------------------------------------------- (Address of principal executive offices) (818) 247-7601 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Total Pages: 5 Exhibit Index: page E-1 Item 5. Other Events On August 28, 1998, the Registrant disclosed that Turbodyne Technology, Inc. unilaterally terminated an agreement the Registrant and Turbodyne had executed pursuant to which Turbodyne had agreed to acquire the Registrant's two wholly-owned subsidiaries, Dasibi Environmental Corp. and Logan Medical Devices. The Registrant further disclosed that Turbodyne's wrongful termination of the Agreement could materially adversely impact the Company's ability to finance its future operations including but not limited to the fulfillment of recently awarded contracts to provide its products for the Chinese market. 2 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. POLLUTION RESEARCH AND CONTROL CORP. (Registrant) Date: September 4, 1998 By: /s/ Albert E. Gosselin, Jr. ------------------------------------- Albert E. Gosselin, Jr. President and Chief Executive Officer 3 EXHIBIT INDEX ------------- Item Page No. ---- -------- 99.1 Press Release dated August 28, 1998. 5 E-1 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 COMPANY CONTACT: INVESTOR RELATIONS: Albert E. Gosselin, Jr., President & CEO Phil Huss, Phoenix Alliance, Inc. (818) 247-7601 (970) 259-7241 POLLUTION RESEARCH AND CONTROL CORP. ANNOUNCES UNILATERAL REPUDIATION OF DEFINITIVE SALES AGREEMENT Glendale, Ca - August 28, 1998 -- A. E. Gosselin, Jr., President and Chief Executive Officer of Pollution Research and Control Corp. (NASDAQ:PRCC) announced that the Company has received notification from Turbodyne Technologies, Inc. (NASDAQ:TRBD) that Turbodyne has unilaterally repudiated a definitive agreement to purchase PRCC's wholly-owned subsidiaries, Dasibi Environmental Corp. (DEC) and Logan Medical Devices (LMD). Mr. Gosselin commented "After several months of negotiations, leading to the execution on August 20, 1998 of a definitive agreement between PRCC and Turbodyne, management has been advised of Turbodyne's intent to repudiate the agreement. As a result of this development, the Company's ability to fulfill the obligations associated with its recently awarded contract to China have been severely undermined. While the Company maintains approximately $1.8 million working capital and intends to pursue alternative financing as rapidly as possible, severe cash constraints resulting from this failed agreement will lead to an immediate negative cash position." Mr. Gosselin continued, "We are baffled by Turbodyne's behavior in this matter. The effect on the shareholders of PRCC is significant. With specific timetables in place to engage the China contract, management must now find alternative means to fulfill the contract. We intend to hold Turbodyne to the terms of the agreement and for any damages, consequential or otherwise, which may result from Turbodyne's actions." Pollution Research and Control Corp. primarily designs, manufactures and markets air pollution measurement instruments and medical instrumentation, nationally and internationally, through its wholly-owned subsidiaries Dasibi Environmental Corp. and Logan Medical Devices, Inc. 5 -----END PRIVACY-ENHANCED MESSAGE-----