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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: March 31, 1997
SONIC ENVIRONMENTAL SYSTEMS, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-21832 13-1949528
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number
incorporation)
141 New Road, Parsippany, New Jersey 07054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 882-9288
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Item 5. Other Events
On July 17, 1996, certain of Registrant's creditors instituted an
involuntary liquidation proceeding against Registrant under Chapter 7 of the
Federal Bankruptcy Code in the United States Bankruptcy Court for the District
of New Jersey (#96-26268).
Upon Registrant's motion, the Court converted this involuntary
proceeding into a Chapter 11 voluntary reorganization proceeding on September
16, 1996, thereby staying creditors' collection efforts against Registrant and
permitting Registrant's management to remain in control of Registrant's business
operations while attempting to formulate a reorganization plan that would be
acceptable to both creditors and the Court.
On March 7, 1997, Registrant filed a plan of reorganization and
disclosure statement (the "Plan" and "Disclosure Statement", respectively) with
the Court, which has scheduled a hearing for April 15, 1997 in order to
determine whether or not the Plan should be submitted to a vote of Registrant's
creditors.
The Plan calls for Registrant's merger with Turbotak Technologies,
Inc. ("Turbotak"), a privately-owned Canadian company engaged in the design,
manufacture and servicing of air pollution control equipment, to form a company
which will be called TurboSonic Technologies, Inc. ("TurboSonic").
If the Plan, which has been endorsed by Registrant's Creditors'
Committee, is approved by Registrant's creditors, all existing and outstanding
shares of Registrant's common stock, as well as all outstanding warrants and
options to purchase Registrant's common stock, will be cancelled.
The Plan contemplates that TurboSonic will have 10,000,000 shares of
common stock outstanding following the merger, of which 8,200,000 shares or 82%,
will be owned by Turbotak's present shareholders, and 1,270,700 shares or
approximately 12.7% will be issued to Registrant's then shareholders on a pro
rata basis. The balance of such 10,000,000 shares will be issued to
Registrant's creditors and others as described in the Plan.
Consummation of the merger will also extinguish Turbotak's secured
claims against Registrant of approximately $1,040,000.
A copy of the Plan, as well as certain unaudited financial statements
of each of Registrant and Turbotak contained in Registrant's Disclosure
Statement, are attached as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
99.1 Proposed Plan of Reorganization
99.2 Registrant's balance sheet (unaudited) as of
January 31, 1997
99.3 Turbotak's consolidated balance sheets
(unaudited) as of June 30, 1996 and December 31, 1996
99.4 Turbotak's consolidated statements of operations
(unaudited) for the 12 months ended June 30, 1996 and
the 6 months ended December 31, 1996
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 thereunto duly authorized.
Dated: March 31, 1997 SONIC ENVIRONMENTAL SYSTEMS, INC.
(registrant)
By: /s/Richard H. Hurd
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Richard H. Hurd
President