-----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, RtZ/TpMyXPh0Ah3YX7tNhrd/uaKFAB2b2ST3/RVO+GLOE0nm6ARutxNJ4ZspBGGO C/YttUzk/qVp2Z0IV8IsWQ== 0000819977-96-000002.txt : 19960604 0000819977-96-000002.hdr.sgml : 19960604 ACCESSION NUMBER: 0000819977-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960131 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCON CENTRAL INDEX KEY: 0000819977 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 941738964 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16225 FILM NUMBER: 96512373 BUSINESS ADDRESS: STREET 1: 400 S EL CAMINO REAL STE 1200 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4153751522 MAIL ADDRESS: STREET 1: P O BOX 349014 CITY: SACRAMENTO STATE: CA ZIP: 95834-9014 FORMER COMPANY: FORMER CONFORMED NAME: EMCON ASSOCIATES /CA/ DATE OF NAME CHANGE: 19910611 8-K 1 FORM 8-K ================================================================ UNITED STATES 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 31, 1996 ---------------- EMCON (Exact name of registrant as specified in its charter) California 0-16225 94-1738964 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification No.) organization) 400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 375-1522 (Former name, former address and former fiscal year, if changed since last report) ================================================================ This report, including exhibits, consists of 4 pages. The Exhibit index is located on page 3. 1 Item 5. Other Events In a press release disseminated on February 1, 1996, EMCON publicly announced the signing of a definitive agreement for the purchase of Organic Waste Technologies, Inc. ("OWT"), a privately held landfill gas technology and services company dedicated to designing, manufacturing, installing operating and maintaining a complete range of environmental control systems for its landfill clients. The acquisition is non-dilutive to existing shareholders and will be accounted for as a purchase. Under the agreement, EMCON will acquire all of the capital stock of OWT in exchange for $14 million in cash. Subject to the satisfaction of various closing conditions, the proposed transaction is scheduled to close in early March, 1996. A copy of the press release announcing this transaction is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Exhibits A copy of the Registrant's press release dated January 31, 1996, is attached hereto as Exhibit 1 and is incorporated herein by reference. 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. Date: February 7, 1996 EMCON By: R. Michael Momboisse -------------------------- R. Michael Momboisse Chief Financial Officer and Vice President - Legal 2 EMCON Exhibit Index to Form 8-K Sequentially Numbered Exhibit Document Page - - ------- -------- ------------ 1 Press Release dated January 31, 1996 4 3 EX-1 2 EXHIBIT 1 EXHIBIT 1 Contact: Kim Mortyn (415) 375-1522 EMCON ANNOUNCES PENDING ACQUISITION SAN MATEO, California, January 31, 1996 -- EMCON (NASDAQ:MCON) today announced it has reached an agreement to acquire Organic Waste Technologies, Inc. (OWT), a privately held landfill gas technology and services company dedicated to designing, manufacturing, installing, operating and maintaining a complete range of environmental control systems for its landfill clients. For the past decade, OWT has specialized in providing state of the art services related to the operation, maintenance, monitoring and control of landfill gas and leachate control systems. The services provided are a natural adjunct to capabilities already offered by EMCON, a 25 year veteran and nationally recognized expert in landfill consulting services throughout the United States. The acquisition is non-dilutive to existing shareholders and will be accounted for as a purchase. Under the agreement, recognized to be of strategic value to both companies on account of the complementary services each firm offers, EMCON will acquire all of the capital stock of OWT in exchange for $14 million in cash. Subject to the satisfaction of various closing conditions, the proposed transaction is scheduled to close in early March, 1996. Enthusiasm for the transaction is shared equally by EMCON President, Eugene M. Herson, and OWT President, Mark H. Shipps. Commented Herson, "EMCON has always been on the cutting edge of the landfill services industry. Our merger with OWT takes advantage of the synergies between our two firms, linking the nation's leading landfill design firm with the premier integrated landfill contractor, thus strengthening our core business." "By aligning ourselves with EMCON," added Shipps, "we will be able to improve our products and services by integrating EMCON's strong and diverse engineering talents with OWT's installation, operations and maintenance capabilities." EMCON is a nationally recognized consulting firm providing services in environmental engineering, waste management, air and water quality management, occupational health and safety, and construction. Established in 197l, EMCON offers its environmental services from over 40 offices nationwide to private and public sector clients in the United States and abroad. 4 -----END PRIVACY-ENHANCED MESSAGE-----