-----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, M7sym7K44IhiVzS30/HmE9c8qpBj2+r/sZlB5XDT/4Tkx1GoZvdGb8WIF6lkA0wT DqHCTGiiTwEen9S0m59d8w== 0001108890-02-000008.txt : 20020413 0001108890-02-000008.hdr.sgml : 20020413 ACCESSION NUMBER: 0001108890-02-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011001 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020111 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09327 FILM NUMBER: 2507354 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/A 1 pollution8ka110801.txt DATED 01-09-02 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Second 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 INDEX ----- Page ---- Pro Forma Explanatory Headnote F-2 Unaudited Pro Forma Consolidated Balance Sheet F-3 Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2001 F-5 Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2000 F-6 Notes to Unaudited Pro Forma Consolidated Financial Statements F-7 POLLUTION RESEARCH AND CONTROL CORP. PRO FORMA EXPLANATORY HEADNOTE ============================== The following unaudited pro forma consolidated financial statements give effect to the spin-off of 85% of the common stock of Pollution Research and Control Corp.'s (the Company) formerly wholly owned subsidiary, Dasibi Environmental Corp. (Dasibi) to its stockholders and is based on the estimates and assumptions set forth herein and in the notes to such statements. This pro forma information has been prepared utilizing the historical financial statements of the Company and notes thereto, which are incorporated by reference herein and the separate historical financial information of Dasibi. The transaction is being treated as a spin-off of Dasibi and an investment by the Company of 15% of Dasibi's common stock held under the cost basis. The pro forma financial data does not purport to be indicative of the results which actually would have been obtained had the spin-off been effected on the dates indicated or the results which may be obtained in the future. The pro forma consolidated statements of operations for the year ended December 31, 2000 and for the nine months ended September 30, 2001 assume that the spin-off had occurred at the beginning of each period. The September 30, 2001 consolidated balance sheet assumes that the spin-off occurred on September 30, 2001. Effective October 1, 2001, the Company agreed to spin-off of its wholly owned subsidiary Dasibi, which requires the distribution of 6,230,000 shares of common stock of Dasibi. The distribution will be pro rata to all stockholders of the Company on the record date to be determined by the Board of Directors of the Company. The Company 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 was necessary to forward split the shares of Dasibi so that there were 7,330,000 shares outstanding after the split. After the distribution of the Dasibi common stock, the Company will own 15% and the stockholders will own 85% of the issued and outstanding shares of Dasibi, the only operating subsidiary of the Company. F-2
POLLUTION RESEARCH AND CONTROL CORP. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2001 ================== Pollution Pollution Research and Research and Control Corp. Control Corp. Pro forma Pro forma Consolidated Adjustments Consolidated ----------- ----------- ----------- ASSETS ------ CURRENT ASSETS: Cash $ 202,328 $ ( 202,328)2 $ -- Accounts receivable, trade, less allowance for doubtful accounts of $35,504 413,163 (413,163)2 -- Inventories 2,578,813 (2,578,813)2 -- Inventory held by joint venture 500,000 (500,000)2 -- Prepaid consulting fee 185,068 (185,068)2 -- Other current assets 7,190 (7,190)2 -- ----------- ----------- ----------- Total Current Assets 3,886,562 (3,886,562) -- ----------- ----------- ----------- PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net 58,704 (58,704)2 -- INVESTMENT IN JOINT VENTURE 365,421 (365,421)2 -- INVESTMENT IN DASIBI -- 783,040 3 783,040 ACCOUNTS RECEIVABLE, related party 203,937 (203,937)2 -- DEFERRED TAX ASSET, net 3,387,000 (3,387,000)2 -- OTHER INTANGIBLE ASSETS 23,509 -- 23,509 OTHER ASSETS 12,140 (12,140)2 -- ----------- ----------- ----------- $ 7,937,273 $(7,130,724) $ 806,549 =========== =========== =========== SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS F-3
POLLUTION RESEARCH AND CONTROL CORP. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2001 ================== Pollution Pollution Research and Research and Control Corp. Control Corp. Pro forma Pro forma Consolidated Adjustments Consolidated ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- CURRENT LIABILITIES: Notes payable and convertible debt $ 3,010,000 $ (1,020,000)2 $ 1,990,000 Accounts payable, trade 674,010 (674,010)2 -- Accrued liabilities 438,515 (246,252)2 192,263 Deferred revenue 550,000 (550,000)2 -- ------------ ------------ ------------ Total Current Liabilities 4,672,525 (2,490,262) 2,182,263 DEFERRED RENT 18,167 (18,167)2 -- ------------ ------------ ------------ Total Liabilities 4,690,692 (2,508,429) 2,182,263 ------------ ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT): Preferred stock -- -- -- Common stock 11,319,076 -- 11,319,076 Additional paid-in capital 2,292,605 -- 2,292,605 Employee stock plan receivable (1,680,000) -- (1,680,000) Accumulated (deficit) (8,685,100) (4,622,295)2 (13,307,395) ------------ ------------ ------------ Total Stockholders' Equity (Deficit) 3,246,581 (4,622,295) (1,375,714) ------------ ------------ ------------ $ 7,937,273 $ (7,130,724) $ 806,549 ============ ============ ============ SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS F-4
POLLUTION RESEARCH AND CONTROL CORP. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 ============================================ Pollution Pollution Research and Research and Control Corp. Control Corp. Pro forma Pro forma Consolidated Adjustments Consolidated ----------- ----------- ----------- NET REVENUES $ 2,003,145 $(2,003,145)4 $ -- COST OF GOODS SOLD 1,238,344 (1,238,344)4 -- ----------- ----------- ----------- GROSS PROFIT 764,801 (764,801) -- ----------- ----------- ----------- OPERATING EXPENSES: Selling, general and administrative 1,736,840 (1,624,840)4 112,000 Research and development 8,189 (8,189)4 -- ----------- ----------- ----------- Total Operating Expenses 1,745,029 (1,633,029) 112,000 ----------- ----------- ----------- (LOSS) FROM OPERATIONS (980,228) 868,228 (112,000) ----------- ----------- ----------- OTHER INCOME (EXPENSE): Amortization of loan fees (423,544) 76,544 4 (347,000) Interest expense (304,081) 111,818 4 (192,263) ----------- ----------- ----------- Net Other Income (Expense) (727,625) 188,362 (539,263) ----------- ----------- ----------- (LOSS) ON UNCONSOLIDATED JOINT VENTURE (234,579) 234,579 4 -- ----------- ----------- ----------- (LOSS) FROM OPERATIONS, BEFORE INCOME TAXES (BENEFIT) (1,942,432) 1,291,169 (651,263) ----------- ----------- ----------- (BENEFIT) FROM INCOME TAXES -- -- -- ----------- ----------- ----------- NET INCOME (LOSS) $(1,942,432) $ 1,291,169 $ (651,263) =========== =========== =========== SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS F-5
POLLUTION RESEARCH AND CONTROL CORP. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 ==================================== Pollution Pollution Research and Research and Control Corp. Control Corp. Pro forma Pro forma Consolidated Adjustments Consolidated ----------- ----------- ----------- NET REVENUES $ 3,636,622 $(3,636,622)4 $ -- COST OF GOODS SOLD 2,363,340 (2,363,340)4 -- ----------- ----------- ----------- GROSS PROFIT 1,273,282 (1,273,282) -- ----------- ----------- ----------- OPERATING EXPENSES: Selling, general and administrative 2,672,268 (2,559,945)4 112,323 Research and development 53,465 (53,465)4 -- ----------- ----------- ----------- Total Operating Expenses 2,725,733 (2,613,410) 112,323 ----------- ----------- ----------- (LOSS) FROM OPERATIONS (1,452,451) 1,340,128 (112,323) ----------- ----------- ----------- OTHER INCOME (EXPENSE): Interest income 261 (261)4 -- Interest expense (371,736) 1,900 4 (369,836) Amortization of loan fees (760,092) 1,700 4 (758,392) ----------- ----------- ----------- Net Other Income (Expense) (1,131,567) 3,339 (1,128,228) ----------- ----------- ----------- (LOSS) FROM OPERATIONS, BEFORE INCOME TAXES (BENEFIT) (2,584,018) 1,343,467 (1,240,551) ----------- ----------- ----------- (BENEFIT) FROM INCOME TAXES (728,000) 728,000 4 -- ----------- ----------- ----------- NET INCOME (LOSS) $(1,856,018) $ 615,467 $(1,240,551) =========== =========== =========== SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS F-6
POLLUTION RESEARCH AND CONTROL CORP. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ============================================================== NOTE 1 - PRO FORMA ADJUSTMENTS The adjustments relating to the unaudited pro forma consolidated statements of operations are computed assuming the spin-off of Dasibi was consummated at the beginning of each period presented. The adjustments relating to the unaudited pro forma consolidated balance sheet are computed assuming the spin-off of Dasibi was consummated at September 30, 2001. NOTE 2 - ADJUSTMENT OF ASSETS AND LIABILITIES The Company retained the rights to the patent for the system and method for flue gas purification for thermal power units were assigned to the Company from Dasibi. The Company retained current debt of $1,990,000 and accrued liabilities of $192,263, which consisted primarily of accrued interest expense and other corporate expenses. The Company is contingently liable for $1,020,000 of current debt assumed by Dasibi. All other assets were retained and all other liabilities were assumed by Dasibi. The Company maintains its investments in Nutek and Logan, both of which are eliminated with inter-company transactions. NOTE 3 - SPIN-OFF Effective October 1, 2001, the Company agreed to spin-off of its wholly owned subsidiary Dasibi, which requires the distribution of 6,230,000 shares of common stock of Dasibi. The distribution will be pro rata to all stockholders of the Company on the record date to be determined by the Board of Directors of the Company. The Company 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. The 15% interest in Dasibi is recorded under the cost basis for investments and is valued at 15% of the net assets of Dasibi. NOTE 4 - REVENUES AND EXPENSES All revenues and costs of goods sold were generated by Dasibi. Operating expenses were primarily generated by Dasibi, with the exception of certain legal and accounting expenses during the year ended December 31, 2000. Interest expense and amortization of loan fees relate to the debt retained by the Company in the spin-off. F-7 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 second 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: January 9, 2002 6 EX-99.A4 3 pollutionagreement.txt DATED 09-21-01 AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this 21st day of September, 2001, by and between Pollution Research and Control Corp., a California corporation ("PRCC"), 506 Paula Avenue, Glendale, California 91201, and Astor Capital, Inc., a California corporation ("Astor Capital"), 9300 Wilshire Boulevard, Suite #308, Beverly Hills, California 90212. RECITALS: WHEREAS, in order to fulfill its fiduciary responsibilities to its shareholders and the holders of its outstanding convertible debentures, PRCC desires to take the following actions: A. Divest itself of "control" of Dasibi by "spinning-off" 85% of the outstanding shares of common stock of Dasibi to the shareholders of PRCC. B. Cause the current directors and executive officers of PRCC to resign their positions with PRCC and elect the individuals designated by Astor Capital to replace them as directors of PRCC. NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises, covenants, agreements, representations and warranties set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Spin-Off of Dasibi. PRCC and the current Board of Directors of PRCC agree to take all action required or appropriate to distribute a total of 4,660,000 restricted shares of common stock, no par value per share (the "Dasibi Common Stock"), of Dasibi pro rata to the shareholders holding "free-trading" shares of common stock, no par value per share (the "PRCC Common Stock"), of PRCC on the record date determined by the Board of Directors of PRCC (the "Record Date"), and a total of 1,570,000 restricted shares of Dasibi Common Stock pro rata to the shareholders holding restricted shares of PRCC Common Stock issued prior to September 20, 2001. This action shall include, but not be limited to, effecting a forward split in the then outstanding shares of Dasibi Common Stock such that a sufficient number of shares of Dasibi Common Stock is available to accomplish the distribution. The parties agree that PRCC shall retain 1,100,000 restricted shares of Dasibi Common Stock immediately following the distribution. The total number of restricted shares of Dasibi Common Stock subject to this section to be distributed to the shareholders of PRCC designated herein (6,230,000 share) or retained by PRCC (1,100,000 shares) is 7,330,000 shares. 2. Change in Management. PRCC agrees to cause the directors and executive officers of PRCC on the date of this Agreement to submit their resignations from these positions to be effective as of the Record Date. Prior to resigning, Mr. Donald R. Ford, as the last remaining director of PRCC, shall cause the individual(s) designated by Astor Capital to be elected to replace the directors resigning and, if necessary, cause the size of the Board of Directors of PRCC to be increased and the individual(s) designated by Astor Capital to be elected to fill the vacancy or vacancies caused by the increase in the size of the Board of Directors. 3. Dilution. If, prior to the Record Date, PRCC shall issue any shares of PRCC Common Stock in excess of the number of outstanding shares of PRCC Common Stock on the date of this Agreement that do not increase or maintain the asset value per share of PRCC Common Stock on the date of the Closing, then, and in that event, the 1,100,000 shares of Dasibi Common Stock to be retained by PRCC in accordance with the provisions of section 2 above shall be reduced in the amount of the percentage of dilution suffered by PRCC. 4. Closing. The transactions contemplated by this Agreement shall be effectuated at a closing (the "Closing") that shall occur at the offices of PRCC, 506 Paula Avenue, Glendale, California, not later than Monday, September 24, 2001. At the Closing, as conditions thereto, PRCC shall cause the following to be delivered: a. To Patricia Cudd, Esq., as escrow agent to be held in escrow, three (3) stock certificates in the amounts of 4,660,000, 1,570,000 and 1,100,000 restricted shares, respectively, of Dasibi Common Stock, each in the name of "Patricia Cudd, Esq., Escrow Agent" to be distributed in accordance with the provisions of section 1 above. b. To Astor Capital, letters of resignation of the directors and executive officers of PRCC described in section 2 above. 5. Representations and Warranties of PRCC. a. Organization and Corporate Power. PRCC is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which such qualification is required and where the failure to be so qualified would have a materially adverse effect upon PRCC. PRCC has all requisite corporate power and authority to conduct its business as now being conducted and to own the personal property that it now owns. The Articles of Incorporation of PRCC, as amended to date, and the Bylaws of PRCC, copies of which have been delivered to Astor Capital, are true and complete copies thereof as in effect as of the date of this Agreement. b. Authorization. PRCC has full power, legal capacity and authority to enter into this Agreement and all attendant documents and instruments necessary to consummate the transactions herein contemplated; to distribute the shares of Dasibi Common Stock to the shareholders of PRCC in accordance with the provisions of section 1. above; and to perform all of the obligations to be performed by PRCC hereunder. This Agreement and all other agreements, documents and instruments to be executed in connection herewith by PRCC have been duly executed and delivered by PRCC, and no other corporate proceedings on the part of PRCC are required to authorize the execution and delivery of this Agreement, such other agreements, documents and instruments and the transactions contemplated hereby. This Agreement and such other agreements, documents and instruments have been duly executed and delivered by PRCC; constitute the legal, valid and binding obligation of PRCC; and are enforceable with respect to PRCC in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies. Neither the execution and delivery of this Agreement, the consummation by PRCC of any of the transactions contemplated hereby nor the compliance by PRCC with any of the provisions hereof will (i) conflict with or result in a breach of, violation of or default under any of the terms, conditions or provisions of any note, bond, mortgage indenture, license, lease, credit agreement or other agreement, document, instrument or obligation (including, without limiation, any of PRCC's charter document) to which PRCC is a party or by which PRCC or any of the assets or properties of PRCC may be bound or (ii) violate any judgment, order, injunction, decree, statute, rule or regulation applicable to PRCC or any of the assets or properties of PRCC. To the best knowledge of PRCC, no authorization, consent or approval of any public body or authority is necessary for the consummation by PRCC of the transactions contemplated by this Agreement. c. Compliance with Laws. To the best knowledge of PRCC, PRCC holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business as presently conducted, and has complied with all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over it, with respect to any part of the conduct of its business and corporate affairs. d. Disclosure. Neither this Agreement, nor any certificate, exhibit or other written document or statement, furnished to Astor Capital by PRCC in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading. 2 6. Representations and Warranties of Astor Capital. a. Authorization. Astor Capital has full power, legal capacity and authority to enter into this Agreement and all attendant documents and instruments necessary to consummate the transactions herein contemplated as agent for the following holders of outstanding convertible debentures of PRCC in the aggregate face amount of $2,270,000: Brittanica Associates Limited, Target Growth Fund, IIG Equities Opportunities Fund Ltd., Joseph Chazanow, Chris Briggs, JRT Holdings, Cristobal Garcia, George T. Heisel, Jr., Chritopher Mehringer and Robert Del Guercio; to distribute the shares of Dasibi Common Stock to the shareholders of Astor Capital in accordance with the provisions of section 1. above; and to perform all of the obligations to be performed by Astor Capital hereunder. This Agreement and all other agreements, documents and instruments to be executed in connection herewith by Astor Capital have been duly executed and delivered by Astor Capital, and no other corporate proceedings on the part of Astor Capital are required to authorize the execution and delivery of this Agreement, such other agreements, documents and instruments and the transactions contemplated hereby. This Agreement and such other agreements, documents and instruments have been duly executed and delivered by Astor Capital; constitute the legal, valid and binding obligation of Astor Capital; and are enforceable with respect to Astor Capital in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies. To the best knowledge of Astor Capital, no authorization, consent or approval of any public body or authority is necessary for the consummation by Astor Capital of the transactions contemplated by this Agreement. b. Disclosure. Neither this Agreement, nor any certificate, exhibit or other written document or statement, furnished to PRCC by Astor Capital in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading. 7. Indemnification. a. Astor hereby agrees to indemnify and hold harmless each of the executive officers and directors of PRCC on the Record Date with respect to any and all claims, losses, damages, obligations, liabilities and expenses, including, without limitation, reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions, which any such individual may incur or suffer following the Closing by reason of any breach of any of the representations and warranties of Astor Capital contained herein. b. PRCC hereby agrees to indemnify and hold harmless each of the executive officers and directors of Astor Capital on the Record Date with respect to any and all claims, losses, damages, obligations, liabilities and expenses, including, without limitation, reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions, which any such individual may incur or suffer following the Closing by reason of any breach of any of the representations and warranties of PRCC contained herein. 8. Miscellaneous. a. Other Documents. Each of the parties hereto shall execute and deliver such other and further documents and instruments and take such other and further actions as may be reasonably requested of it for the implementation and consummation of this Agreement and the transactions herein contemplated. b. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party. 3 c. Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of California. d. Notices. All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows: (i) If to PRCC, to: Pollution Research and Control Corp. 506 Paula Avenue Glendale, California 91201 (ii) If to Astor Capital, to: Astor Capital, Inc. 9300 Wilshire Boulevard, Suite #308 Beverly Hills, California 90212 Either party hereto may change its address by written notice to the other party given in accordance with this section 5d. e. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, understandings and writings between the parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, verbal or otherwise, have been made by either party or anyone acting with authority on behalf of either party that are not embodied herein, and that no other agreement, statement or promise may be relied upon or shall be valid or binding. Neither the Agreement nor any term hereof may be changed, waived, discharged or terminated verbally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by both parties hereto. f. Headings. The captions and headings used herein are for convenience only and shall not be construed as part of this Agreement g. Attorneys' Fees. In the event of any litigation between the parties hereo, the non-prevailing party or parties shall pay the reasonable expenses, including but not limited to the attorneys' fees, of the prevailing party in connection therewith. 4 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. POLLUTION RESEARCH AND ASTOR CAPITAL, INC. CONTROL CORP. By: /s/ Albert E. Gosselin By: /s/ Jacques Tizabi ----------------------- ------------------------- Albert E. Gosselin, Jr., President Jacques Tizabi, President By: /s/ Donald R. Ford By: /s/ Ali Moussavi ----------------------- ------------------------- Donald R. Ford, Chief Financial Ali Moussavi, Secretary Officer 5 EX-99.A4 4 pollutionsupplement.txt SUPPLEMENT DATED 09-21-01 Supplement to Agreement by and between Pollution Research and Control Corp. and Astor Capital, Inc. dated September 21, 2001 This supplement to the above referenced agreement is intended to modify and amend the terms, conditions and covenants therein stated only in the following respect, and no other, the other terms, conditions and covenants to remain as therein stated: "The effective date of the Agreement is October 1, 2001, and prior thereto the Agreement may be terminated or amended by an agreement in writing signed by all the parties." Signed this 28th day of September 2001 in Los Angeles, California. POLLUTION RESEARCH AND ASTOR CAPITAL, INC. CONTROL CORP. By: /s/ Albert E. Gosselin By: /s/ Jacques Tizabi ----------------------- ------------------------- Albert E. Gosselin, Jr., President Jacques Tizabi, President By: /s/ Donald R. Ford By: /s/ Ali Moussavi ----------------------- ------------------------- Donald R. Ford, Chief Financial Ali Moussavi, Secretary Officer -----END PRIVACY-ENHANCED MESSAGE-----