-----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, VazzJAMO6jTjoT1Vby5X1EzPDOQR+2yc9X+ssG+aZz4neA2owSHsshUDWTnxy2Dx sbwWYmw6dH7haVSFNORkmA== 0000950144-98-009069.txt : 19980805 0000950144-98-009069.hdr.sgml : 19980805 ACCESSION NUMBER: 0000950144-98-009069 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980328 FILED AS OF DATE: 19980804 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROQ CORP /DE/ CENTRAL INDEX KEY: 0000937256 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 593290346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-25528 FILM NUMBER: 98676854 BUSINESS ADDRESS: STREET 1: 3918 MONTCLAIR ROAD STREET 2: SUITE 206 CITY: BIRMINGHAM STATE: AL ZIP: 35213 BUSINESS PHONE: 2058700588 MAIL ADDRESS: STREET 1: 3918 MONTCLAIR ROAD STREET 2: SUITE 206 CITY: BURMINGHAM STATE: AL ZIP: 35213 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENVIROQ CORP DATE OF NAME CHANGE: 19950811 10KSB40/A 1 ENVIROQ CORPORATION 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-KSB/A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) [No Fee Required] OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- For the fiscal year ended March 28, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) [No Fee Required] OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- For the transition period from ___________________ to ________________________ Commission file number 0-25528 ENVIROQ CORPORATION (Name of small business issuer in its charter) Delaware 59-3290346 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3918 Montclair Road, Suite 206 Birmingham, Alabama 35213 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (205) 870-0588 Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered None None ---- ---- Securities registered under Section 12(g) of the Exchange Act: Common Stock -------------------- (Title of class) Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] As of June 4, 1998, the aggregate market value of the voting stock of the Registrant held by non-affiliates was approximately $1,379,414, based on $3.25 per share being an average of the bid and asked prices listed on the OTC Bulletin Board system. State issuer's revenues for its most recent fiscal year: $1,304,357 As of June 4, 1998, the Registrant had issued 1,009,377 shares of Common Stock, par value $0.01. Transitional Small Business Disclosure Format YES NO X --- --- 1 2 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table set forth below presents certain information regarding the beneficial ownership as of June 4, 1998 by (i) each shareholder known to the Company to own more than five percent of any class of the Company's outstanding securities entitled to vote; (ii) directors of the Company; and (iii) all executive officers and directors of the Company as a group.
AMOUNT AND NATURE PERCENT OF CLASS NAME AND ADDRESS OF OF SECURITIES (EXCLUDING BENEFICIAL OWNER BENEFICIAL OWNER(1) TREASURY SHARES)(2) - ------------------- ------------------- ------------------- Insituform of North America, Inc. 73,800 shares 7.3% 3315 Democrat Road of common stock Memphis, Tennessee 38118 Marinelli Securities Associates (3) 294,900 shares 29.2% 2100 North Dixie Highway of common stock Fort Lauderdale, Florida 33305 Charles A. Long, Jr. (4) 5,686 shares 0.6% P. O. Box 12887 of common stock Birmingham, Alabama 35202 William J. Long (4)(5) 263,389 shares 26.1% 3918 Montclair Road, Suite 206 of common stock Birmingham, Alabama 35213 Antonio M. Marinelli (3)(6) 299,559 shares 29.7% of common stock Michael X. Marinelli (3)(7) 295,420 shares 29.3% of common stock Thomas W. Brander No shares 0.0% 3763 West Jackson Blvd of common stock Birmingham, Alabama 35213 Alexander P. Zechella 4,221 shares 0.4% 1000 Vicar's Landing Way, #F-109 of common stock Ponte Vedra Beach, Florida 32082 All officers and directors 571,001 shares 56.6% as a group (6 persons) of common stock
(1) Included in such beneficial ownership are shares of common stock issuable upon the exercise of certain options exercisable immediately or within 60 days of June 4, 1998, as follows: None. 22 3 (2) The percentages represent the total of the shares listed in the adjacent column divided by the issued and outstanding shares of common stock as of June 4, 1998, plus any options exercisable immediately or within 60 days. (3) Marinelli Securities Associates ("MSA") is a Florida general partnership and is the record owner of 294, 900 shares. The partners of MSA are Micam Industries, Inc. ("Micam") (41.16%), Estate of Orlando M. Marinelli (7.65%), Marion Marinelli (7.65%), Antonio M. Marinelli (7.65%), Phyllis Marinelli (7.65%), Michelle Marinelli (7.06%), Kim Vreeland (7.06%), Michael X. Marinelli (7.06%), and Michael J. Marinelli (7.06%). Antonio M. Marinelli, a director of the Company, is a partner in MSA. Accordingly, the shares owned by MSA may be deemed to be beneficially owned by each of them. The address of each of the above-named partners is the same as the address of MSA. (4) Charles A. Long, Jr. is the record owner of 3,312 shares. Also includes 2,374 shares owned of record by Long Enterprises, Inc. Both Charles A. Long, Jr., and William J. Long are directors, executive officers, and controlling shareholders of Long Enterprises, Inc. (5) William J. Long is the record owner of 257,975 shares. Also includes an aggregate of 3,040 shares owned of record by William J. Long's wife and children, and 2,374 shares owned by Long Enterprises, Inc., of which William J. Long is a director, executive officer, and controlling shareholder. Mr. Long has pledged 257,706 shares to First Commercial Bank as security for a loan. (6) Antonio M. Marinelli is the record owner of 4,659 shares. (7) Michael X. Marinelli is the record owner of 120 shares. Also includes 400 shares owned of record by Michael X. Marinelli's sons. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Directors Charles A. Long, Jr., and William J. Long, and other members of the Long family may be deemed to be in control of Assurance Agency, Inc., an Alabama corporation and an insurance broker ("Assurance"), Long Technologies, Inc., a research and development company, Integrid, Inc., a consulting company, Sullivan, Long & Hagerty, and Long Enterprises, Inc. The Company has had a number of transactions, which are described below, with the businesses named above. The Company believes that the transactions were or are on terms that are no less favorable to the Company than those which could reasonably have been obtained from an unaffiliated party. In April, 1996, Assurance sold its book of business and certain other assets to LMJ Corporation. Among other of the terms relating to this sale was the right of Assurance to receive a percentage of future commissions arising out of the book of business sold to LMJ by Assurance. With respect to insurance purchased by the Company from LMJ, LMJ pays 22% of the commissions from such business to Assurance. During fiscal year 1998, a portion of the Company's insurance (primarily relating to Director's and Officer's insurance) was provided through LMJ Corporation for a total of approximately $29,000. For fiscal years 1996 and 1997, the Company paid Assurance approximately $58,000 and $66,000, respectively. In April, 1997, much of the Company's insurance was purchased from an unaffiliated third party, although LMJ retained the portion of insurance relating to workers' 23 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. ENVIROQ CORPORATION Date: August 4, 1998 By: /s/ William J. Long ----------------------------------------- William J. Long, President and Chief Executive Officer 32 -----END PRIVACY-ENHANCED MESSAGE-----