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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): November 13, 1996
Commission File Number 0-11688
AMERICAN ECOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3889638
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho
Ste. 200
Boise, Idaho 83702-1779
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(Address of principle executive offices) (Zip Code)
(208) 331-8400
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
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AMERICAN ECOLOGY CORPORATION FORM 8-K
SEC File Number 00-11688
Item 5. Other Events.
On November 13, 1996, American Ecology Corporation (the "Company") entered into
a definitive Purchase Agreement providing for the purchase by two of its
directors of $3,000,000 of a new Series E Redeemable Convertible Preferred
Stock (the "Series E Preferred"). The investing directors are Mr. Rotchford L.
Barker and Mr. Edward F. Heil, who respectively subscribed for 200,000 and
100,000 shares of the Series E Preferred and in consideration thereof received
warrants to purchase an aggregate 3.0 million shares of the Company's common
stock at $1.50 per share excercisable anytime after June 30, 1997 and prior to
July 1, 2003. The Series E Preferred bears a dividend payable solely in common
shares of the Company, at the rate of 11.25% per annum, and has a stated value
and liquidation preference of $10.00 per share. Each share of Series E
Preferred is convertible at the election of the holder, into ten shares of
common stock any time after June 30, 1997 if not previously converted or
redeemed in connection with a shareholder rights offering by the Company,
expected to completed before June 30, 1997.
The Purchase Agreement, certificate of designation of the preferences and
rights of the Series E Preferred and the form of warrant to purchase common
stock of the Company are attached hereto and incorporated herein as exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.5 Purchase Agreement dated and effective as of November 13, 1996 by
and among the Company and Edward F. Heil and Rotchford L. Barker.
99.6 Form of: Certificate of Designation, Preferences and Rights of
Series E Redeemable Convertible Preferred Stock of American Ecology
Corporation.
99.7 Form of: Warrant to Purchase Common Stock of American Ecology
Corporation.
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AMERICAN ECOLOGY CORPORATION FORM 8-K
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 thereunto duly authorized.
American Ecology Corporation
Dated November 26, 1996 By: /s/ Jack K. Lemley
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Jack K. Lemley
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
No. Description
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99.5 Purchase Agreement dated and effective as of November 13, 1996 by
and among the Company and Edward F. Heil and Rotchford L. Barker.
99.6 Form of: Certificate of Designation, Preferences and Rights of
Series E Redeemable Convertible Preferred Stock of American Ecology
Corporation.
99.7 Form of: Warrant to Purchase Common Stock of American Ecology
Corporation.