SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported) December 10, 1999
Commission File Number 0-14443
WASTE TECHNOLOGY CORP.
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-2842053
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5400 Rio Grande Avenue
Jacksonville, Florida 32205
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(Address of Principal Executive Offices)
(800) 231-9286
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(Registrant's Telephone number, including area code)
Item 1. BUSINESS.
On December 10, 1999, Waste Technology Corp.'s (the "Company")
wholly owned subsidiary, International Press and Shear Corporation ("IPS"), a
Georgia corporation, which owned and operated a hydraulic press baler
manufacturing facility in Baxley, Georgia consummated the sale of all of its
tangible and intangible assets to a newly formed corporation, IPS Balers Inc
("IPS Balers"), also a Georgia corporation. The principals of IPS Balers are
Sidney Wildes and Forest H. Wildes, who until their recent resignations were
officers of IPS. Sideny Wildes was also formerly a Director of the Company.
The purchase price paid by IPS Balers for IPS' assets, which include
the right to IPS' name and logo, was $800,000, $640,000 of which was paid on
closing and the balance of $160,000 is to be paid sixty (60) days from the
closing.
In addition to purchasing all of IPS' assets, IPS Baler also agreed
to assume certain of IPS' liabilities, including IPS' obligations to Appling
County, Georgia relating to the construction of the Baxley facility; to SunTrust
Bank relating to the financing of equipment; and, the obligations of IPS
pursuant to the lease for the Baxley facility.
The agreement with IPS Balers also provides that the Company will
convey and relinquish to IPS Balers all rights it had to the hinged sidewall
baling/pressing equipment previously manufactured by the Company and IPS.
However, the Company has been granted a license to manufacture for its own sales
purposes seven and eight inch bore standard hinge side closed door and open end
auto tie products in exchange for the Company's agreement to pay its
proportionate share of royalties to the holder of the patent for such equipment.
The agreement further provides that the Company and IPS Balers each will
manufacture baling presses for the other as private labeled products.
This is only a brief summary of the agreement between the parties
and anyone interested in reviewing the terms of the Asset Purchase Agreement
between IPS and IPS Balers is referred to the complete Asset Purchase Agreement
which is filed herewith together with all exhibits thereto.
Item 7. Financial Statements and Exhibits.
The following documents are filed herewith:
10.41 Asset Purchase Agreement between International Press and Shear
Corporation and IPS Balers Inc. together with Exhibits.
10.41.1 Assignment of Lease and Option between International Press and
Shear Corporation, IPS Balers Inc. and Development Authority of Appling County.
10.41.2 Assignment of Equipment Warranties between International Press and
Shear Corporation and IPS Balers Inc.
10.41.3 Assignment of Interest in Patent between International Press and
Shear Corporation, Waste Technology Corp. and IPS Balers Inc.
10.41.4 Seller's Compliance Certificate
10.41.5 Certificate of Resolution and Certification of Incumbency of
International Press and Shear Corporation.
10.41.6 Certificate of Resolution and Certification of Incumbency of Waste
Technology Corp.
10.41.7 Affidavit of Title to Business and In Compliance with Bulk
Transfer Act.
10.41.8 Certificate Regarding Broker
10.41.9 Buyer's Compliance Certificate
10.41.10 Assignment and Assumption of Accounts between International Press
and Shear Corporation and IPS Balers Inc.
10.41.11 Certification as to Payment of Taxes
10.41.12 Bill of Sale from International Press and Shear Corporation to
IPS Balers Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused and authorized this report to be
signed on its behalf by the undersigned.
Dated: December 13, 1999
Waste Technology Corp.
By: s/ Morton S. Robson
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Morton S. Robson,
Executive Vice President