-----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, MmvHBK1eNkGaw0zG0uHTl5cb3ne7LdowHdCIsuuu51a907vPpDZJVFFUjuSD8ShV laPuOj0FzIS2gPHytgie1Q== 0000772320-97-000022.txt : 19971017 0000772320-97-000022.hdr.sgml : 19971017 ACCESSION NUMBER: 0000772320-97-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASMYN CORP CENTRAL INDEX KEY: 0000772320 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 840987840 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14136 FILM NUMBER: 97696360 BUSINESS ADDRESS: STREET 1: 1335 GREG ST #104 CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 7023315524 MAIL ADDRESS: STREET 1: 1335 GREG STREET STREET 2: SUITE 104 CITY: SPARKS STATE: NV ZIP: 89431 FORMER COMPANY: FORMER CONFORMED NAME: SUMMA METALS CORP DATE OF NAME CHANGE: 19940503 8-K 1 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: SEPTEMBER 30, 1997 _____________________________CASMYN CORP._____________________________ (Exact name of registrant as specified in Charter) _______________________________COLORADO________________________________ (State or other jurisdiction of incorporation) ________________________________0-14136________________________________ (Commission File Number) _______________________________84-0987840______________________________ (IRS Employer Identification No.) 1335 GREG STREET, UNIT #104 SPARKS, NEVADA 89431 ____________________________(702) 331-5524____________________________ (Address and Telephone Number of Principal Executive Offices) __________________________________________________________________________ (Former name or former address, if changes since last report) ITEM 2 ACQUISITION AND DISPOSITION OF ASSETS Effective September 30, 1997, Casmyn Corp. (the "Company") received approximately 7,750,000 shares of the Convertible Preferred Stock (Preferred Shares") of WaterPur International Inc. ("WPUR") from the following transactions (the "Restructuring"). The Company restructured its interest in WPUR through a) the conversion of approximately $4,350,000 of outstanding debt of WPUR (the "WPUR Debt") to approximately 5,000,000 Preferred Shares; and b) the exchange of 5,634,756 common shares of WPUR owned by the Company for 2,817,378 Preferred Shares of WPUR. The exact number of Preferred Shares which could be issuable depends upon the calculation of the exact amount of WPUR Debt which will be determined upon close of the accounting records at September 30, 1997. Each Preferred Share will be entitled to two votes per share, will bear no dividend, will constitute a senior security of WPUR and may be converted by the holder any time after twelve months from the date of distribution into two shares of WPUR Common Stock. All remaining Preferred Shares will be automatically converted into two WPUR common shares on the eighteenth month from the distribution date. The number of Preferred Shares received upon the conversion of the WPUR Debt was based upon the closing market price of WPUR common stock on September 30, 1997. The Restructuring was based upon the advice of independent investment banking firms representing the respective interests of the Company and WPUR. Also on September 30, 1997, the Company's Board of Directors announced the spin-off to its shareholders of all the approximately 7,750,000 Preferred Shares received by the Company in the Restructuring to the common and preferred shareholders of record of the Company on October 15, 1997. The Spin-Off will be completed upon satisfaction of all regulatory requirements. Additionally, the Company purchased 150,000 shares of the Company's stock held by WPUR for cash of $5.00 per share, and 22,987 shares of the Company's common stock valued at $5.00 per share were used to offset a portion of the WPUR Debt. These shares have been retired to the Company's treasury. In addition, WPUR issued the Company warrants to purchase up to 3,300,000 WPUR common shares at a price of $0.75 per share exercisable for a three year period. Prior to the restructuring discussed above, Casmyn owned approximately 31.2% of the outstanding equity of WPUR. The Company shares officers, personnel and facilities with WPUR and accordingly actual costs related to these officers, personnel and facilities are shared on a pro-rata basis. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired Not Applicable (b) Pro Forma Financial Information The pro forma statements reflect the adjustments set forth in the Notes to the Pro Forma Consolidated Financial Statements. CASMYN CORP. Pro-forma Consolidated Balance Sheet August 31, 1997
AUGUST 31, 1997 ADJUSTMENTS ----------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 7,153,473 $ 13,041,032 (1) (2) Marketable securities 6,008,018 - Accounts receivable, net 1,006,435 - Inventories 824,215 - Prepaid expenses and other assets 36,658 - ----------------- ------------- TOTAL CURRENT ASSETS 15,028,799 13,041,032 INVESTMENT IN AND ADVANCES TO AFFILIATE 4,325,807 (4,325,807) (2) (3) (4) PROPERTY AND EQUIPMENT, NET 18,020,930 - DUE FROM RELATED PARTIES, NET 283,612 - OTHER ASSETS 508,289 - ----------------- ------------- TOTAL ASSETS $ 38,167,437 $ 8,715,225 ================= ============= CURRENT LIABILITIES: Accounts payable $ 494,049 $ - Accrued taxes from acquisition 861,831 - Accrued liabilities 13,121 141,489 (5) Line of credit 4,656,332 - ----------------- ------------ Total current liabilities 6,025,333 141,489 ----------------- ------------- STOCKHOLDERS' EQUITY: Preferred stock, $.10 par value; 20,000,000 shares authorized; 1,902,437 and nil shares issued and outstanding; liquidation preference $34,213,800 136,855 53,389 (1) Common stock, $.04 par value; 300,000,000 shares authorized; 13,310,180 shares issued and outstanding 539,327 (6,919) (2) Additional paid-in capital 52,575,613 14,570,033 (1) (2) (3)(4)(6) Accumulated deficit (19,112,237) (6,042,767) (1) (4) (5)(6) Foreign currency translation adjustment (1,997,454) - Total Stockholders' Equity 32,142,104 8,573,736 Total Liabilities and Stockholders' Equity $ 38,167,437 $ 8,715,225 ================= ============= See Notes to Pro Forma Consolidated Financial Statements
PRO-FORMA AS ADJUSTED CURRENT ASSETS: Cash and cash equivalents $ 20,194,505 Marketable securities 6,008,018 Accounts receivable, net 1,006,435 Inventories 824,215 Prepaid expenses and other assets 36,658 ----------------------- TOTAL CURRENT ASSETS 28,069,831 INVESTMENT IN AND ADVANCES TO AFFILIATE - PROPERTY AND EQUIPMENT, NET 18,020,930 DUE FROM RELATED PARTIES, NET 283,612 OTHER ASSETS 508,289 ----------------------- TOTAL ASSETS $ 46,882,662 ======================= CURRENT LIABILITIES: Accounts payable $ 494,049 Accrued taxes from acquisition 861,831 Accrued liabilities 154,610 Line of credit 4,656,332 ----------------------- Total current liabilities 6,166,822 ----------------------- STOCKHOLDERS' EQUITY: Preferred stock, $.10 par value; 20,000,000 shares authorized; 1,902,437 shares issued and outstanding; liquidation preference $34,213,800 190,244 Common stock, $.04 par value; 300,000,000 shares authorized; 13,310,180 shares issued and outstanding 532,408 Additional paid-in capital 67,145,646 Accumulated deficit (25,155,004) Foreign currency translation adjustment (1,997,454) Total Stockholders' Equity 40,715,840 Total Liabilities and Stockholders' Equity $ 46,882,662 ======================= See Notes to Pro Forma Consolidated Financial Statements
CASMYN CORP. Pro-forma Consolidated Statement of Earnings For the Eleven Months Ended August 31, 1997 AUGUST 31, 1197 ADJUSTMENTS _______________________________ REVENUES: Precious Metals $ 2,928,490 $ - ------------- ----------- COSTS AND EXPENSES: Mineral Operations 2,747,481 - General and administrative expenses 1,851,512 - Compensatory stock option expense 83,085 - Professional services 921,110 - Depreciation, depletion and amortization 399,558 - Mineral exploration expense 538,324 - Mergers and acquisitions 180,721 - ------------- ------------ 6,721,791 - ------------- ------------ LOSS FROM OPERATIONS (3,739,301) - OTHER INCOME (EXPENSE): Equity in net loss of affiliate (984,143) - Interest (expense) income, net 253,565 349,617 (1) Gain on sale of investment 126,000 - Other income (expense), net 8,452 - ------------- ------------ OTHER EXPENSE, NET (596,126) 349,617 ------------- ------------ NET LOSS $ (4,335,427) $ 349,617 ============= ============ INCOME(LOSS) PER COMMON SHARE: Net income (loss) $ (4,335,427) $ 349,617 Less: Dividendss on convertible preferred stock (495,839) (141,489) (5) Less: Amortization of discount on convertible preferred stock (963,704) (2,040,022)(1)(6) ------------- ------------ Net loss applicable to common shares $ (5,794,970) $ (1,831,894) ============= ============ NET LOSS PER COMMON SHARE $ (.45) $ (.15) ============= ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,781,467 (172,987) ============= ============ See Notes to Pro Forma Consolidated Financial Statements
CASMYN CORP. Pro-forma Consolidated Statement of Earnings For the Eleven Months Ended August 31, 1997 PRO-FORMA AS ADJUSTED REVENUES: Precious metals $ 2,928,490 ----------------------- COSTS AND EXPENSES: Mineral operations 2,747,481 General and administrative expenses 1,851,512 Compensatory stock option expense 83,085 Professional services 921,110 Depreciation, depletion and amortization 399,558 Mineral exploration expense 538,324 Mergers and acquisitions 180,721 ----------------------- 6,721,791 ----------------------- LOSS FROM OPERATIONS (3,739,301) OTHER INCOME (EXPENSE): Equity in net loss of affiliate (984,143) Interest (expense) income, net 603,182 Gain on sale of investment 126,000 Other income (expense), net 8,452 ----------------------- OTHER EXPENSE, NET (246,509) ----------------------- NET LOSS $ (3,985,810) ======================= INCOME (LOSS) PER COMMON SHARE: Net income (loss) $ (3,985,810) Less: Dividends on convertible preferred stock ( 637,328) Less: Amortization of discount on convertible preferred stock (3,003,726) ----------------------- Net loss applicable to common shares $ (7,626,864) ======================= NET LOSS PER COMMON SHARE $ (.60) ======================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,608,480 ======================= See Notes to Pro Forma Consolidated Financial Statements
CASMYN CORP. NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The pro forma adjustments are as follows: (1) To record placement of 533,885 shares of Convertible Preferred Stock (the "Casmyn Preferred Stock") on September 2, 1997 resulting in net proceeds of $13,791,032 and amortization of $1,140,172 of the related discount treated as an additional preferred stock dividend. The net proceeds include interest income from April 14, 1997 to September 2,1997 at a rate of 8% per annum. The subscribers to the September 2, 1997 private placement of Casmyn Preferred Stock paid the Company interest from the date of the first placement of the Casmyn Preferred Stock (April 14, 1997) thereby acquiring the same conversion rights as the subscribers of the April placement. (2) To record the purchase of 150,000 shares of Casmyn Corp. common stock from WaterPur International Inc. (WPUR) at $5.00 per share for $750,000 cash, and to record 22,987 shares of Casmyn Corp. common stock offset against amounts due from WPUR at $5.00 per share. All of the 172,987 shares acquired from WPUR were retired the Company's treasury. (3) To record the conversion of approximately $4,350,000 due from WPUR and the exchange of 5,634,756 common shares of WPUR with a book value of approximately $50,000, held as an investment by the Company in exchange for approximately 7,750,000 preferred shares (the "WPUR Preferred Stock") of WPUR. Each WPUR preferred share will be entitled to two votes per share, will bear no dividend, will constitute a senior security to WPUR and may be converted by the holder any time after twelve months from the date of distribution into two shares of WPUR common stock. All remaining WPUR preferred shares will be automatically converted into two WPUR common shares on the eighteenth month from the distribution date. (4) To record the spin-off of 100% of the Company's WPUR preferred stock (approximately 7,750,000 shares) to the Company's shareholders of record at October 15, 1997. (5) To record the accrual of dividends payable on Casmyn Preferred Stock for the period August 1, 1997 to August 31, 1997. (6) To record additional discount from the April preferred stock placement of the Casmyn Preferred Stock for the period July 1, 1997 to August 31, 1997. (c) Exhibits None 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 thereunto duly authorized. Casmyn Corp. /s/ Dennis E. Welling October 15, 1997 By Dennis E. Welling, Controller (Duly Authorized and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----