-----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, DXWqFqSolGmBT4vPSUxkt3/Pdh/0y2uVFFO7e9jzmMKD32/b2vM8fntI7KW8BFYZ Ukgc3uJg62hFWun57eQX3w== 0000917253-96-000004.txt : 19961205 0000917253-96-000004.hdr.sgml : 19961205 ACCESSION NUMBER: 0000917253-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960827 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960828 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROMETRICS INC /DE/ CENTRAL INDEX KEY: 0000917253 STANDARD INDUSTRIAL CLASSIFICATION: 3823 IRS NUMBER: 570941152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23892 FILM NUMBER: 96621696 BUSINESS ADDRESS: STREET 1: 4055 FABER PL DR STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29405 BUSINESS PHONE: 8035539456 MAIL ADDRESS: STREET 1: 4055 FABER PL DR STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29405 8-K 1 FORM 8-K TRICO ENVIROMETRICS, INC. DIVESTITURE 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 (Date of earliest event reported): August 15, 1996 ENVIROMETRICS, INC. DELAWARE 0-23892 57-0941152 (State of other (Commission File (IRS Employer jurisdiction of No.) ID No.) incorporation) 9229 University Boulevard, Charleston, SC 29406 (Address of principal executive offices) (803) 553-9456 Registrant's telephone number, including area code 4055 Faber Place Drive, Suite 201, Charleston, SC 29405 (Former name or former address, if changed since last report) 2 Item 2. DISPOSITION OF ASSETS On August 15, 1996 the Board of Directors of Envirometrics, Inc. voted to dispose of its 100% owned subsidiary, Trico Envirometrics, Inc. ("Trico"), effective as of July 31, 1996. All of the outstanding common stock of Trico, one thousand (1,000) shares, was exchanged with Andrew C. Gillette, who was a member of the Board of Directors and the Company's Chief Operating Officer, for forty-five thousand (45,000) shares of stock of Envirometrics, Inc. Mr. Gillette had been a principal in the service group of companies that sold assets to the Company in an acquisition in 1994. Mr. Gillette also resigned as an officer and director of the Company. The original acquisition had taken place on November 30, 1994, when Envirometrics Acquisition Corporation No. 1 ("EAC"), a newly formed wholly- owned subsidiary of Envirometrics, Inc., pursuant to an Asset Purchase Agreement dated November 30, 1994 (the "Acquisition Agreement"), completed the acquisition from Trico Engineering & Surveying, Inc. and Land Planning & Design, Inc. ("the Sellers") of substantially all of their operating assets. EAC subsequently changed its name to Trico Envirometrics, Inc. Each of the Sellers was a corporation wholly-owned by Andrew C. Gillette, an individual who was not affiliated with the Company at the time of the acquisition. The purchase price for the assets acquired consisted of issuance to the Sellers of an aggregate of 45,000 shares of the Company's previously authorized but unissued restricted common stock, $.001 par value. The acquisition was accounted for as a purchase. Accordingly, the value of property and equipment was adjusted to reflect the estimated fair value as of the date of acquisition. Goodwill in the amount of $658,751 was recorded at the date of acquisition. The terms of the disposition resulted in the Company exchanging 100% of the common stock of Trico for 45,000 shares of treasury stock of Envirometrics, Inc., which was the same number of shares issued in the original acquisition. In addition, Trico executed a promissory note in the amount of the balance owed to Envirometrics which will be approximately $600,000. Such note will be amortized over a five year period (a balloon payment will be due at the end of the period) and monthly payments will be $10,000. The note is collateralized by substantially all assets of the company (subordinate to a financial institution which holds a lien against trade acounts receivable) and is personally guaranteed by Andrew C. Gillette and his spouse. Certain limitations were agreed to in regards to compensation paid to Mr. Gillette and members of his immediate family while the promissory note is outstanding. The Company incurred a net loss of $1,176,000 for the six months ended June 30, 1996 as compared to a net loss of $304,000 reported for the six months ended June 30, 1995. Included in the six month 1996 net loss is the write-off of approximately $615,000 of goodwill related to the Trico civil engineering service group acquisition made on November 30, 1994. The divestiture of the subsidiary will allow Envirometrics, Inc. to focus on further emphasizing the core compentencies of the Company and allow management to devote resources to those areas of the industry that provide the greatest national and international expansion opportunities. Unaudited pro forma consolidated results of operations for the six months ended June 30, 1996 as though Trico Envirometrics, Inc. had been disposed of as of January 1, 1996 follow:
Actual Amounts Pro Forma Reported Amounts Sales and service revenue $2,723,773 $1,853,838 Net loss (1,176,191) (653,002) Loss per common share (.47) (.27)
The description contained herein is summarized from the agreements executed in connection with the transaction and attached as Exhibit 1, 2, 3, 4 and 5, submitted under separate cover, FORM SE, and is incorporated herein by reference. Item 7. Exhibits The following exhibits are filed as part of this Form 8-K. 1. Stock Purchase Agreement 2. Unconditional Guaranty Agreement 3. Promissory Note 4. Pledge Agreement 5. Security Agreement 3 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 hereto duly authorized. ENVIROMETRICS, INC. Dated: August 28, 1996 By: s/Richard D. Bennett Richard D. Bennett President and CEO
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