================================================================ 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