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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
October 24, 1996
KTI, INC.
(Exact name of Registrant as specified in Charter)
New Jersey 33-85234 22-2665282
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
7000 Boulevard East, Guttenberg, New Jersey 07093
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code- (201) 854-7777
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Not Applicable
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(Former name and former address, as changed since last report)
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ITEM 5. OTHER EVENTS
On October 24, 1996 KTI, Inc. (the "Company" or the "Registrant") executed a
Note Purchase Agreement with WEXFORD KTI LLC, a Delaware limited liability
company ("WEXFORD"). Pursuant to the Note Purchase Agreement, the Company issued
an 8%, $5,000,000 convertible subordinated note (the "Note") to WEXFORD. The
Note is due on October 31, 2002 and is convertible into the Company's common
stock at a conversion price of $8.50 per share. The Notes are subordinated to
bank debt. The Note Purchase Agreement has customary and usual covenants,
including limitations on incurring additional indebtedness and on incurring
liens on assets. The $8.50 per share conversion price may be adjusted in certain
circumstances under antidilution provisions. Of the proceeds, $4,300,000 is to
fund certain designated acquisitions. The balance is for transaction costs,
which are estimated at $200,000, and working capital.
Also on October 24, 1996, KTI announced that Robert Davies, Executive Vice
President of Wexford Management LLC, had been elected to its Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number DESCRIPTION
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4.1 Note Purchase Agreement dated as of October
23, 1996 between KTI, Inc. and WEXFORD KTI
LLC. The schedules to this exhibit do not
contain information which is material to an
investment decision and which is not
otherwise disclosed in the Note Purchase
Agreement. The contents of the schedules
include, among other thing, list of
outstanding warrants and options, list of
registration rights agreements, list of
subsidiaries of the Company, schedule of
pending litigation and a schedule of
permitted indebtedness. The Company hereby
agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon
request.
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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.
KTI, Inc.
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(Registrant)
Dated: October 24, 1996 By: /s/ Martin J. Sergi
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Name: Martin J. Sergi
Title: President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Note Purchase Agreement dated as of October
23, 1996 between KTI, Inc. and WEXFORD KTI
LLC. The schedules to this exhibit do not
contain information which is material to an
investment decision and which is not
otherwise disclosed in the Note Purchase
Agreement. The contents of the schedules
include, among other thing, list of
outstanding warrants and options, list of
registration rights agreements, list of
subsidiaries of the Company, schedule of
pending litigation and a schedule of
permitted indebtedness. The Company hereby
agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon
request.