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Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: March 1, 2001
Environmental Safeguards, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-21953 87-0429198
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
2600 South Loop West, Suite 645
Houston, Texas 77054
(Address of principal executive offices, including zip code)
(713) 641-3838
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On March 1, 2001, we entered into an Agreement (the "Agreement") with
certain of our creditors who are also holders of our Series D Preferred Stock.
In 1997 and 1998, these creditors loaned us an aggregate of $11,000,000 (the
"Loan") and purchased from us an aggregate of $4,000,000 of stated value of our
Series C Preferred Stock. In September 2000 our creditors exchanged their Series
C Preferred Stock for our newly authorized Series D Preferred Stock.
Pursuant to the Agreement:
(a) The principal and interest payments on the Loan due on March 4, 2001, March
5, 2001, June 4, 2001 and June 5, 2001 are deferred until June 8, 2001 (the
"Deferrals"). This deferred amount is approximately $2,590,094. However, if we
are engaged in good faith negotiations for a sale of EVV, a sale of an EVV
subsidiary or a sale of substantially all of EVV's assets (the "Transactions"),
then the Deferrals shall be extended to July 8, 2001, and from month to month
thereafter until the Transactions are consummated or terminated.
(b) The special dividend and the regular dividend for the quarter ending March
31, 2001 on our Series D Preferred Stock are deferred until June 8, 2001 (the
"Deferred Dividends"). This deferred amount is $220,353.80. However, if we are
engaged in good faith negotiations for the Transactions, then the Deferred
Dividends and the dividends due for the quarter ending June 30, 2001 shall be
extended to July 8, 2001, and from month to month thereafter until the
Transactions are consummated or terminated.
(d) As part of the Agreement, the conversion price on our Series D Convertible
Preferred Stock has been reset at $0.37 per share.
(e) Deferred amounts bear interest at the Loan's regular rate of interest, which
is prime plus one and one-half percent. The Agreement also sets forth that there
are no late fees in connection with any of the deferred amounts.
Item 7. Exhibits.
Exhibit No. Description
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10.1 Agreement
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.
ENVIRONMENTAL SAFEGUARDS, INC.
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By: /s/ James S. Percell
Date: March 6, 2001 James S. Percell, President
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Agreement