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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: July 28, 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 3. BANKRUPTCY OR RECEIVERSHIP
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 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 with the Court.
On or about April 21, 1997, Registrant filed a first amended plan of
reorganization with the Court. On June 3, 1997, Registrant filed certain
modifications to the first amended plan of reorganization with the Court (the
plan of reorganization, as so amended and modified, is hereinafter referred to
as the "Plan").
On July 3, 1997, following approval of the Plan by the requisite number and
percentage of Registrant's creditors and a confirmation hearing held by the
Court on June 16, 1997, the Court entered an order confirming the Plan (the
"Confirmation Order"), subject to certain non-material modifications therein as
more fully set forth in the Confirmation Order.
The Plan calls for Registrant's consolidation (the "Consolidation") 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").
The Plan provides that TurboSonic will have 10,000,000 shares of common
stock outstanding following the Consolidation, of which 8,200,000 shares or 82%
will be beneficially owned by Turbotak's present shareholders, and 1,255,700
shares or approximately 12.6% 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.
The Plan also provides that 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.
Upon completion of the Consolidation, Turbotak's secured claims against
Registrant of approximately $940,000 will be extinguished.
Registrant anticipates that the Consolidation will be completed no later
than September 1997.
Copies of the Plan and the Confirmation Order, as well as the most recent
unaudited balance sheet of Registrant filed with the Court, are attached as
exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
99.1 First Amended Plan of Reorganization, as modified
99.2 Bankruptcy Court Order
dated July 3, 1997 confirming
Registrant's plan of reorganization.
99.3 Registrant's balance sheet (unaudited) as of
April 30, 1997
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: July 28, 1997 SONIC ENVIRONMENTAL SYSTEMS, INC.
(registrant)
By: /s/ Richard H. Hurd
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Richard H. Hurd
President