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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 Earliest Event Reported: December 17, 1997
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 2. Acquisition or Disposition of Assets
On December 17, 1997, Environmental Safeguards, Inc. (the "Company"),
entered into a Purchase Agreement (the "Purchase Agreement") with Parker
Drilling Company and Parker Drilling Investment Company, (collectively,
"Parker") which provided for the acquisition by the Company, through it's
wholly owned subsidiary, National Fuel & Energy, Inc. ("NFE"), of Parker's 50%
interest in OnSite Technology L.L.C. ("OnSite") resulting in NFE becoming the
owner of 100% of the interest in OnSite. Pursuant to the terms of the Purchase
Agreement, the Company paid $8,000,000 for the 50% interest and repaid a
$3,000,000 loan that had been made to the Company by an affiliate of Parker.
As part of the transaction, Parker returned to the Company 300,000 unexercised
warrants to purchase the Company's common stock. The acquisition was the
result of negotiations between the Company and Parker and was based on numerous
factors including the Company's estimate of the net worth of OnSite, and the
future business prospects of OnSite.
The Company's sources of funds to effect the acquisition was the sale
of $8,000,000 of new Series B and Series C Preferred Stock and the borrowing of
$6,000,000 from an investor group consisting of Cahill, Warnock Strategic
Partners Fund, L.P., Strategic Associates, L.P., Newpark Resources, Inc. and
James H. Stone, who is the Chairman of Stone Energy Corporation. Pursuant to
the financing, David Warnock will be appointed as a Director of the Company.
As a result of the financing, the Company retained approximately
$3,000,000 after the transaction to use for working capital and general
corporate purposes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Information
As of the date of the filing of this Current Report on Form 8-K,
the financial statements and proforma financial information
required by Items 7(a) and 7(b) are not available. Such financial
statements will be filed no later than March 2, 1997.
(c) Exhibits
4.1 Certificate of Designation, Preferences, Rights and
Limitations of Series B Convertible Preferred Stock.
4.2 Certificate of Designation, Preferences, Rights and
Limitations of Series C Preferred Stock.
10.1 Purchase Agreement dated December 17, 1997, among the
Company, Parker Drilling Investment Company and
Parker Drilling Company.
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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.
ENVIRONMENTAL SAFEGUARDS, INC.
Date: December 29, 1997 By: /s/ James S. Percell
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James S. Percell, President
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INDEX TO EXHIBITS
Exhibits Description
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4.1 Certificate of Designation, Preferences, Rights and Limitations of
Series B Convertible Preferred Stock.
4.2 Certificate of Designation, Preferences, Rights and Limitations of
Series C Preferred Stock.
10.1 Purchase Agreement dated December 17, 1997, among the Company, Parker
Drilling Investment Company and Parker Drilling Company.