SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 000-28887
Date of Report: September 24, 2004
TELCO-TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
68 Skyview Terrace, Clifton New Jersey 07013
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(Address of principal executive offices) (Zip Code)
(973) 523-0835
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(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 24, 2004, Telco-Technology, Inc. (the "Company") entered into
an agreement (the "Agreement") with GreenSpace Capital, L.L.C., and Acutus
Capital, L.L.C., to acquire GreenWorks Corporation ("GreenWorks").
GreenWorks is a privately held real estate development company which has not
engaged in any business to date. Its business model is the acquisition,
clean-up and development of environmentally contaminated properties using
innovative and environmentally friendly technologies.
Pursuant to the terms of the Agreement, the Company will acquire 100% of the
outstanding capital stock of GreenWorks in exchange for 1,000,000 newly
issued shares of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock") and a demand promissory note in the principal amount of
$200,000. The Preferred Stock shall vote with the common stock on all
matters. Each share of Preferred Stock is convertible into 100 shares of
common stock at any time after December 31, 2005. The number of votes which
may be cast by a holder of shares of Preferred Stock shall be equal to the
number of shares of the common stock into which the Preferred Stock could be
converted (an aggregate of 100,000,000 prior to any adjustment).
The closing of the acquisition of GreenWorks by the Company is subject to
certain conditions including the completion by GreenWorks, through its
wholly-owned subsidiary, Enviro-Sciences (of Delaware), Inc. ("ESI"), of the
acquisition of the business and certain assets from Enviro-Sciences, Inc., a
privately held engineering services company, in exchange for the assumption
of certain liabilities of Enviro-Sciences, Inc. ESI will become the
Company's primary operating division. As a result of the acquisition, ESI
will have contracts to provide services to a diverse base of clients,
ranging from insurance companies and law firms, to Fortune 500 companies, to
utilities, to governments and municipalities. The Company's immediate-term
plans are to expand ESI's operations as the Company seeks to negotiate and
acquire distressed, environmentally contaminated properties.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed herewith:
Exhibit 10.1 Share Purchase and Sale Agreement by and Among
GreenWorks Corporation, GreenSpace Capital, L.L.C. , Acutus
Capital, L.L.C. and the Company, Dated September 24, 2004.
Exhibit 99.1 Press Release Dated September 24, 2004.
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.
TELCO-TECHNOLOGY, INC.
By:
/S/ DONALD MCKELVEY
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DONALD MCKELVEY
Chairman and Chief Executive Officer
Date: September 24, 2004
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 10.1 Share Purchase and Sale Agreement Dated September 24, 2004.
Exhibit 99.1 Press Release Dated September 24, 2004.