-----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, GBe3zYzvt8ONUqanQ1omd2lLKpBKgURKKrzGoWGtbjRQsMSbEIc6AIkKDPjwZLPH v3HvhNygiGAmVph4qW9azw== 0000910484-96-000137.txt : 19961202 0000910484-96-000137.hdr.sgml : 19961202 ACCESSION NUMBER: 0000910484-96-000137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY BIOSYSTEMS CORP CENTRAL INDEX KEY: 0000895677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043078857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21130 FILM NUMBER: 96672366 BUSINESS ADDRESS: STREET 1: 4200 RESEARACH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 7133646100 8-K 1 ENERGY BIOSYSTEMS CORPORATION FORM 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 8-K Current Report Filed Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 1996 ENERGY BIOSYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-21130 04-3078857 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 4200 Research Forest Drive The Woodlands, Texas 77381 (Address of principal executive offices and zip code) (281) 364-6100 (Registrant's telephone number, including area code) ------------------------------------ - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On November 20, 1996, Energy BioSystems Corporation issued a press release which announced the commencement of the private offering of up to 600,000 shares of Series B Convertible Preferred Stock. The press release is filed as an exhibit to this Current Report on Form 8-K pursuant to Rule 135c under the Securities Act of 1933, as amended. ITEM 7. EXHIBITS Exhibit 99.1 -- Press Release -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. ENERGY BIOSYSTEMS CORPORATION Date: November 25, 1996 By:/s/ Paul G. Brown, III Paul G. Brown, III Vice President, Finance and Administration -3- EX-99.1 2 ENERGY BIOSYSTEMS CORPORATION PRESS RELEASE Exhibit 99.1 ENERGY BIOSYSTEMS ANNOUNCES PRIVATE OFFERING THE WOODLANDS, TEXAS (November 20, 1996) -- Energy BioSystems Corporation (Nasdaq: ENBC) announced today that it has commenced a private offering of up to 600,000 shares of Series B Convertible Preferred Stock ("Preferred Stock") at $50.00 per share. The Company also announced that it entered into an agreement with Petrolite Corporation (Nasdaq: PLIT) in October 1996 providing the Company with the option to amend the terms of its strategic alliance with Petrolite. The proposed terms of the Preferred Stock provide for the payment of dividends, which may be paid, at the Company's option, in cash or common stock or a combination thereof, at an annual rate equal to $4.00 per share to the extent paid in cash and $4.50 per share to the extent paid in common stock. The shares of Preferred Stock will be convertible into common stock at a conversion price reflecting a premium over the market price of the common stock at the time of issuance, subject to adjustment under certain circumstances. The Preferred Stock may be redeemed at the option of the Company, under certain circumstances, after the second anniversary of the closing of the offering, and will be subject to mandatory redemption on the fifth anniversary of the closing. In each case, the redemption price will be $50.00 per share payable, at the Company's option, in cash or common stock. The Company will agree to use its reasonable best efforts to file a registration statement to cover the resale of the underlying common stock. The Company intends to use the proceeds of the offering to fund the continued development of its biocatalytic desulfurization technology, to make the payments contemplated by the Petrolite option agreement, for capital expenditures, and for working capital and general corporate purposes. The private offering of the Preferred Stock has not been registered under the Securities Act and will be made in reliance on exemptions from the registration requirements of the Securities Act. Shares of Preferred Stock may not be offered or sold by the purchasers of such shares without registration under the Securities Act or an applicable exemption from registration. The Petrolite option agreement provides for the reduction of the percentage of site license fees and adjusted gross profits payable to Petrolite under the Company's existing strategic alliance agreement with Petrolite to 9.5% from 22%. In exchange for the reduction, the Company would pay Petrolite an aggregate of $10 million in cash, issue a warrant entitling Petrolite to purchase Common Stock of the Company with an aggregate exercise price of $1 million and assume responsibility for servicing the BDS units on-site at customer locations. The option agreement also provides for the extension of Petrolite's obligations to provide operational and technical support for the Company's biocatalytic desulfurization pilot plant from September 1, 1996 through December 31, 1998. St. Louis-based Petrolite Corporation is a specialty chemical company offering integrated technologies to meet the needs of customers in a dozen major markets in more than 30 countries. Its products and services, especially those for energy-related industries, include chemical treatment programs, performance-enhancing additives, process equipment and engineering services. It also manufactures and markets proprietary polymers used as additives in a wide range of industrial and consumer product applications. Energy BioSystems Corporation, of Houston, is commercializing biotechnology-based processes for the petroleum refining and production industries. The Company's focus to date has been on developing biocatalytic desulfurization, a proprietary process involving the use of bacteria to remove sulfur from petroleum. This process is expected to help refiners worldwide meet environmental regulations in a more cost-effective manner and has the potential to greatly improve the value of high-sulfur crude oil reserves. -----END PRIVACY-ENHANCED MESSAGE-----