UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 of 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 15, 1996
ENVIRONMENTAL PLUS, INCORPORATED
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(Exact name of registrant as specified in its charter)
Texas 0-13041 75-1939021
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation Number)
2995 LBJ Freeway, Suite 200, Dallas, Texas 75234
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(Address of Principal Executive offices)
(214) 481-1211
_________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
N/A
_________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets.
(a) On August 31, 1996, effective June 1, 1996, the Company
acquired all of the issued and outstanding shares of common
stock of Fire Zap, Inc. ("FireZap"), a Texas Corporation. The
acquisition resulted in FireZap becoming a wholly owned
subsidiary of the Company. Firezap will continue its business
of marketing a fire retarding foam as a fire fighting device
for industrial use.
The purchase price for the FireZap shares was (i) 450,000
shares of the Company's preferred stock, par value $1.00 per
share, convertible on a one-for-one basis into the Company's
common stock; and (ii) an additional payment of 450,000 of the
Company's preferred stock par value $1.00 per share,
convertible on a one-for-one basis into the Company's common
stock, provided that FireZap has total revenues for the 12
months ending June 1, 1997 of $900,000.
FireZap was incorporated in Texas in February 1996 and
will be accounted for on the purchase method of accounting for
the Company's financial statement purposes, and it will be
included in the Company's Form 10-K filings for the year ended
August 31, 1996.
(b) On October 15, 1996, effective October 1, 1996, the
Company acquired all of the issued and outstanding shares of
common stock of C.T. Lewis Industries, a Texas Corporation
("CTL"). CTL, a machine fabrication company, is engaged in
the business of fabrication of heavy metal, industrial
equipment processes, brakes, lathes, drill presses, vessels
and other metal products and equipment. CTL is a member of
the American Society of Mechanical Engineers. The acquisition
resulted in CTL becoming a wholly owned subsidiary of the
Company. CTL will continue its business as a subsidiary of
the Company.
The purchase price of the CTL shares was 300,000 shares
of the Company's preferred stock, par value $1.00 per share,
convertible on a one-for-one basis into the Company's common
stock.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impractical to provide the financial statements of
the businesses acquired and described in Item 2 above at this
time, The Registrant intends to prepare the required
financial statements and file same under the cover of Form
8-K/A as soon as practical, but in no event later than
December 30, 1996.
ITEM 7. Financial Statements and Exhibits. (cont.)
(b) Proforma Financial Information.
It is impractical to provide the pro forma financial
information required by this Item at this time. The
Registrant intends to prepare the required pro forma financial
statements and file same under the cover of Form 8-K/A as soon
as practical, but in no event later than December 30, 1996.
(c) Exhibits
Exhibit No. Document Description
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2.1 Agreement of Purchase and Sale, dated as
of October 1, 1996, by and between
Environmental Plus, Incorporated and Carl
Lewis.*
2.2 Agreement of Purchase and Sale, dated as
of June 1, 1996, by and between
Environmental Plus, Incorporated, Wayne
Franklin, Thomas Garner and Marshall
Southerland.*
* filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
ENVIRONMENTAL PLUS, INCORPORATED
By: /s/ George Davis
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George Davis, Chairman, Secretary
and Treasurer
Date: October 30, 1996
EXHIBIT INDEX
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Exhibit No. Document Description
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2.1 Agreement of Purchase and Sale, dated as of
October 1, 1996, by and between Environmental
Plus, Incorporated and Carl Lewis.
2.2 Agreement of Purchase and Sale, dated as of
June 1, 1996, by and between Environmental
Plus, Incorporated, Wayne Franklin, Thomas
Garner and Marshall Southerland.*