SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 29, 1996
EMCON
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-16225 94-1738964
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(Commission File Number) (IRS Employer Identification No.)
400 South El Camino Real, San Mateo, California 94402
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(Address of principal executive offices) (Zip Code)
(415) 375-1522
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(Registrant's telephone number, including area code)
Page 1of 63 pages
Exhibit Index appears on Page 5
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INFORMATION TO BE INCLUDED IN THE REPORT
Amendment No. 1
The undersigned registrant hereby amends the following items of its
Current Report on Form 8-K dated February 29, 1996.
Item 2. Acquisition or Disposition of Assets.
This section sets forth the complete text of Item 2 as amended. The
undersigned registrant has added information in the second paragraph regarding
the OWT Notes (as defined below) and has revised information in the fourth
paragraph as to the positions held by John Pacey.
EMCON (the "Company" or "EMCON") has completed a transaction with
Organic Waste Technologies, Inc. ("OWT"), the holders of OWT's common and
preferred stock ("OWT Stock") and the holders of options to acquire common stock
of OWT (the "OWT Options"; collectively, the OWT Stock and the OWT Options being
`referred to herein as the "OWT Securities" and the holders thereof, the
"Sellers"). There were 34 Sellers in the Acquisition. As a result of the
transaction (the "Acquisition"), OWT has become a wholly-owned subsidiary of
EMCON.
The Acquisition, which was announced on January 30, 1996, was
consummated on February 29, 1996. To complete the Acquisition, OWT issued notes
to certain Sellers who are part of OWT's management, in an aggregate amount of
$1,824,649, minus such Sellers' pro rata shares of certain fees and expenses in
connection with the Acquisition (the "OWT Notes"), in exchange for such Sellers'
OWT Securities; EMCON paid an aggregate of $13,754,351 in cash to the other
Sellers in exchange for such Sellers' OWT Securities; and EMCON paid certain
fees and expenses incurred by OWT and the Sellers with respect to the
transaction (the pro rata share of which was deducted from the consideration
received by each Seller for his, her or its OWT Securities). The OWT Notes are
convertible into common stock of OWT upon an underwritten public offering of
OWT's common stock in an amount in excess of $10 million. In the event that the
OWT Notes have not been converted into shares of OWT common stock they may, at
the election of the holder, instead be converted into shares of EMCON common
stock for a period of ninety days after November 30, 2000 at a conversion price
of $6.50 per share. The OWT Securities acquired by OWT and the OWT Options
acquired have been canceled.
The amount of consideration was determined based upon OWT's projected
earnings and as a result of a competitive bidding process and arm's length
negotiations between management teams of both companies with input from their
respective boards of directors.
The only material relationship between (a) EMCON, its affiliates, its
directors and officers or any associate of its directors or officers and (b) the
Sellers, is that John Pacey, chairman emeritus of, and an independent consultant
to, EMCON, is a Seller and was, prior to the Acquisition, a director of OWT. Mr.
Pacey will remain a director of OWT after the Acquisition. The Acquisition was
partially financed through a $10 million term loan from The Bank of California,
N.A., with the remainder financed from the Company's working capital.
A copy of the press release announcing the consummation of the
Acquisition is attached as Exhibit 99.1, and is incorporated herein by
reference.
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Item 7. Financial Statements and Exhibits.
This section sets forth the complete text of Item 7(c) as amended. The
undersigned registrant has corrected Exhibits A and B to Exhibit 2.1 hereto.
(c) Exhibits:
Exhibit No. Description
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2.1 Stock Purchase Agreement dated January 30, 1996, among
EMCON, OWT and the Sellers (the "Stock Purchase Agreement").
10.1 Note Agreement dated February 29, 1996 among EMCON, OWT and
certain Sellers.
10.2 Credit Agreement dated February 29, 1996 between EMCON and
the Bank of California, N.A. (the "Bank").
10.3 Security Agreement dated February 29, 1996 by EMCON in favor
of the Bank.
10.4 Pledge Agreement dated February 29, 1996 by EMCON in favor
of the Bank.
10.5 Eurodollar Rate Option Agreement dated February 29, 1996
between EMCON and the Bank.
10.6 Fixed Rate Amortizing Option Agreement dated February 29,
1996 between EMCON and the Bank.
Press Release dated February 29, 1996 announcing the
99.1 consummation of the Acquisition.
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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.
EMCON
Date: April 15, 1996 By: /s/ R. Michael Momboisse
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R. Michael Momboisse
Chief Financial Officer and
Vice President - Legal
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EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Description Page
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2.1* Stock Purchase Agreement 6
dated January 30, 1996,
among EMCON, OWT and the Sellers (the
"Stock Purchase Agreement").
10.1** Note Agreement dated
February 29, 1996
among EMCON, OWT and
certain Sellers.
10.2** Credit Agreement dated
February 29, 1996
between EMCON and the
Bank of California, N.A. (the "Bank").
10.3** Security Agreement dated
February 29, 1996
by EMCON in favor of the Bank.
10.4** Pledge Agreement dated
February 29, 1996 by EMCON
in favor of the Bank.
10.5** Eurodollar Rate Option Agreement
dated February 29, 1996 between
EMCON and the Bank.
10.6** Fixed Rate Amortizing Option
Agreement dated February 29, 1996
between EMCON and the Bank.
99.1** Press Release dated February 29,
1996 announcing the consummation
of the Acquisition.
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* Amended in this 8-K/A
** Previously filed with the Company's Current Report on Form 8-K, dated
February 29, 1996 and filed March 5, 1996.
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