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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): June 24, 1997
3CI COMPLETE COMPLIANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11097 76-0351992
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
910 PIERREMONT, #312
SHREVEPORT, LOUISIANA 71106
(Address of Principal Executive Offices)
318/869-0440
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 24, 1997, 3CI Complete Compliance Corporation (the "Company")
entered into an Exchange Agreement (the "Agreement") pursuant to which the
Company has agreed to issue to Waste Systems, Inc., a Delaware corporation
("WSI"), 1,000,000 shares of its Series A Preferred Stock in exchange for
cancellation of and reduction in the principal amount of certain promissory
notes held by WSI. The Agreement provides for (i) the cancellation of a
promissory note dated December 20, 1996 in the original principal amount of
$2,700,000, payable to the order of WSI (the "1996 Note") and (ii) the
reduction in principal amount of a promissory note dated September 30, 1995 in
the original principal amount of $8,000,000, payable to the order of WSI (the
"1995 Note"). The principal amount of the 1995 Note will be reduced in an
amount equal to $7,000,000 less the principal amount of the 1996 Note as of
January 1, 1997. The cancellation of the 1996 Note and the reduction in the
principal amount of the 1995 Note will be effective as of January 1, 1997.
As a result of the foregoing transactions, the Company is now in
compliance with the Nasdaq Small-Cap Market's surplus requirement and is also
in compliance with alternative minimum bid price for continued listing on the
Nasdaq Small-Cap Market.
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Set forth below are: (i) the historical consolidated balance sheet of
the Company as of May 31, 1997 and (ii) the pro forma consolidated balance
sheet as of May 31, 1997, after giving effect to the foregoing transactions.
3CI COMPLETE COMPLIANCE CORPORATION
CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 1997
(UNAUDITED)
HISTORICAL PROFORMA
MAY 31, PROFORMA MAY 31,
1997 ADJUSTMENTS 1997
------------ ------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ -- $ -- $ --
Restricted cash 130,000 130,000
Accounts receivable, less allowances 4,660,805 4,660,805
Inventory 85,472 85,472
Other current assets 786,757 786,757
------------ ------------ ------------
Total current assets 5,663,034 0 5,663,034
------------ ------------ ------------
Property, plant and equipment, at cost 11,181,463 11,181,463
Accumulated depreciation (2,869,344) (2,869,344)
Net property, plant and equipment 8,312,119 0 8,312,119
------------ ------------ ------------
Excess of cost over net, assets acquired, net of
accumulated amortization 370,577 370,577
Other intangible assets, net of accumulated amortization 248,507 248,507
Other assets 51,107 51,107
------------ ------------ ------------
Total assets $ 14,645,344 $ 14,645,344
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bank overdraft $ 466,250 $ 466,250
Notes payable 619,381 619,381
Current portion of long-term debt, unaffiliated
lenders 724,104 724,104
Accounts payable 1,978,634 1,978,634
Accounts payable, affiliated companies 367,156 367,156
Accrued liabilities 1,871,155 1,871,155
Note payable majority shareholder 11,175,840 (1) (7,245,278) 3,930,562
------------ ------------ ------------
Total current liabilities 17,202,520 (7,245,278) 9,957,242
------------ ------------ ------------
Long-term debt unaffiliated lenders, net of current portion 810,934 810,934
------------ ------------ ------------
Total liabilities 18,013,454 (7,245,278) 10,768,176
------------ ------------ ------------
Accrued stock put option 1,664,910 1,664,910
Shareholders' Equity:
Preferred Stock (1) 7,000,000 7,000,000
Common Stock 99,004 99,004
Additional Paid-in Capital 20,108,743 20,108,743
Accumulated deficit (25,240,767)(1) 245,278 (24,995,489)
------------ ------------ ------------
Total Shareholders' equity (5,033,020) 7,245,278 2,212,258
------------ ------------ ------------
Total liabilities and shareholders' equity $ 14,645,344 $ 0 $ 14,645,344
============ ============ ============
(1) To reflect the conversion of $7,000,000 of WSI Promissory Note and to
remove the related interest expense of $245,278 to show that the
conversion occurred on January 1, 1997.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
4.1 - Certificate of Designations of Series A Preferred Stock.
10.1 - Exchange Agreement between 3CI Complete Compliance
Corporation and Waste Systems, Inc. dated as of June 24,
1997.
SIGNATURE
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.
Date: June 24, 1997 3CI COMPLETE COMPLIANCE CORPORATION
By: /s/ CURTIS W. CRANE
-----------------------------------
Curtis W. Crane, Chief Financial
Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 - Certificate of Designations of Series A Preferred Stock.
10.1 - Exchange Agreement between 3CI Complete Compliance
Corporation and Waste Systems, Inc. dated as of June 24,
1997.