EXHIBIT 99.2
Ravin, Sarasohn, Cook,
Baumgarten, Fisch & Rosen, P.C.
103 Eisenhower Parkway
Roseland, New Jersey 07068-1072
Bruce Buechler, Esq. (BB 0324)
(201) 228-9600
Attorneys for Debtor
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY
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:
In Re: : Case No. 96-26268(RG)
:
SONIC ENVIRONMENTAL SYSTEMS, INC., : Chapter 11
:
DEBTOR. : Hearing Date: June 16, 1997
:
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ORDER CONFIRMING DEBTOR'S FIRST
AMENDED PLAN OF REORGANIZATION AS MODIFIED
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THIS MATTER having been brought before the Court by Ravin, Sarasohn,
Cook, Baumgarten, Fisch & Rosen, P.C., attorneys for the above-referenced
debtor Sonic Environmental Systems, Inc. (the "Debtor"), seeking the entry
of an order confirming the Debtor's First Amended Plan of Reorganization as
amended by the Modification ("Plan"), and upon notice to all creditors and
parties-in-interest, and the Court having considered the Plan and the
objections to confirmation, and the Court having conducted a confirmation
hearing on June 16, 1997, and the Court having found that the Debtor's Plan
complies with 11 U.S.C. (S)1129, and the Debtor having testified that the
modifications to the Plan do not affect the cash and stock distributions to be
made to creditors under the Plan, and that the modifications will not have any
negative tax implications for the Reorganized Debtor, and the modifications
shall not dilute the percentage ownership in the Reorganized Debtor of holders
of Allowed Unsecured Claims and Interests pursuant to the Plan, and that the
modification shall not affect the publicly traded nature of the shares in the
Reorganized Debtor, and for the reasons set forth by the Court at the hearing
held on June 16, 1997, and for good cause shown;
IT IS, on this 3rd day of July, 1997;
ORDERED, as follows:
1. The Debtor's First Amended Plan of Reorganization as modified by the
Modification and on the record at the June 16, 1997, hearing be, and hereby is,
confirmed;
2. That the Plan is hereby modified (collectively the
"Modification") as follows:
a) In accordance with the modifications set forth in the Modified
filed with the Court on June 3, 1997;
b) Section 4.3 of the Plan is amended to delete the phrase the
"post-petition super-priority claim in the amount of approximately
$100,000." Turbotak Technology, Inc.'s ("Turbotak") post-petition super-
priority claim in the amount of $100,000 shall remain on the Reorganized
Debtor's books and records;
c) That the Effective Date for distribution of the stock under the
Plan shall be sixty (60) days after the Confirmation Order becomes a Final
Order; and
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d) That in the event the Ontario Securities Commission or the
Ontario Supreme Court do not authorize Turbotak's shareholders to
effectuate the merger contemplated by the Plan as amended by the
Modification, that the Debtor and Turbotak may consummate the merger as
originally set forth in the Plan and not in accordance with the
Modification. Counsel for the Creditors Committee shall be notified of the date
and method of the issuance of the shares;
3. Pursuant to Bankruptcy Rule 3019 and 11 U.S.C. (S)1127, the Plan as
amended by the Modification is hereby approved and no further solicitation of
acceptances or rejections of the Plan as modified by the Modification is
required;
4. That in accordance with 11 U.S.C. (S)1142, the Debtor be, and hereby
is, authorized, empowered and directed to execute, deliver, file and record any
agreement or document to implement, consummate and otherwise effectuate the Plan
in accordance with its terms;
5. That the Court's April 7, 1997, Order authorizing that the sale of
substantially all of the assets of Sonic Environmental Controls, Inc. shall not
be affected by the confirmation of the Plan and the Purchase and Sale Agreement
and the various documents executed in connection with the sale of substantially
all of the assets of Sonic Environmental Controls, Inc. are and shall remain
binding on the Debtor and the Reorganized Debtor;
6. That the Debtor's by-laws and corporate governance documents be, and
in accordance herewith, amended (i) to increase the size of the Board of
Directors to eight individuals; (ii) to change the name of the Debtor to
TurboSonic Technologies, Inc.; and (iii) as otherwise necessary to
implement, consummate and effectuate the merger of the Debtor and Turbotak
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including, but not limited to, authorizing additional shares or classes of
common or preferred stock;
7. That, pursuant to (S)1145(a) (1) of the Bankruptcy Code, the issuance
and delivery of 1,800,000 shares in the Reorganized Debtor upon the Effective
Date to holders of allowed claims and interests in the Debtor other than
Turbotak, as specified in Article IV, Section 4.5 of the Plan (the "Non-Turbotak
Share Issuance") be, and hereby is, exempt from the registration and prospectus
delivery requirements of Section 5 of the Securities Act of 1933 and any State
or local law requiring registration for offer or sale of a security or licensing
of an issuer of, underwriter of, or broker or dealer in, a security;
8. That, pursuant to (S)(S)1145(a) (1) and (a) (2) of the Bankruptcy
Code, the issuance of 8,200,000 shares in the Reorganized Debtor upon or after
the Effective Date, as the case may be, and the delivery thereof in exchange for
Sonic Canada Class B Shares, as specified in Article IV, Sections 4.5 and 4.11
of the Plan (the "Turbotak Share Issuance") be, and hereby is, exempt from
the registration and prospectus delivery requirements of Section 5 of the
Securities Act of 1933 and any State or local law requiring registration for
offer or sale of a security or licensing of an issuer of, underwriter of, or
broker or dealer in, a security;
9. That the subsequent resales of the shares in the Reorganized
Debtor issued in connection with the Non-Turbotak Share Issuance and the
Turbotak Share Issuance, by persons other than affiliates (as such term is
defined for purposes of the Securities Act of 1933) of the Reorganized
Debtor at the time of resale, shall further be exempt from the registration
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and prospectus delivery requirements of Section 5 of the Securities Act of
1933 any State or local law requiring registration for offer or sale of a
security or licensing of an issuer of, underwriter of, or broker or dealer in, a
security, provided that such recipient is not deemed an underwriter as defined
in (S)1145 (b) (1);
10. That the Note executed by the purchaser of substantially all of the
assets of Sonic Environmental Controls, Inc. in favor of the Debtor shall be
revised to state that it is not subject to any set-offs, defenses, counterclaims
or adjustments whatsoever within fifteen (15) days of the entry of this Order.
Further, the UCC-1 financing statement and recordation of patent liens to
collateralize this Note must be filed within fifteen (15) days of the entry of
this Order, with copies sent to counsel for the Creditors Committee and the
escrow established;
11. That when the audit being performed for the Debtor as of April,
1996, is completed, a copy will be furnished to counsel for the Creditors
Committee; and
12. That the entry of this Order is without prejudice to the rights of the
Debtor, Turbotak, Hanford Lockwood and HNL Technologies concerning Adv. Proc.
No. 97-2059 and whether the patents that are the subject of that adversary
proceeding are or are not an executory contract. Disposition of these issues
shall occur in the ordinary course in connection with Adv. Pro. No. 97-2059.
ROSEMARY GAMBARDELLA
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HON. ROSEMARY GAMBARDELLA, U.S.B.J.
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