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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: October 1, 1997
TURBOSONIC TECHNOLOGIES, 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
incorporation) Number
11 Melanie Lane, East Hanover, New Jersey 07936
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 884-4388
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Sonic Environmental Systems, Inc.
141 New Road, Parsippany, New Jersey 07054
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(Former name or former address, if changed since last report)
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Item 3. Bankruptcy or Receivership
As reported in Registrant's Current Report on Form 8-K, dated July 29,
1997, on July 3, 1997 the United States Bankruptcy Court for the District of New
Jersey confirmed Registrant's first amended plan of reorganization, as modified
(the "Plan").
The Plan, among other matters, called 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 to be called
TurboSonic Technologies, Inc. ("TurboSonic").
The Consolidation was consummated on August 27, 1997 following the
approval by Turbotak's shareholders of a plan of arrangement under Section 182
of the Ontario Business Corporations Act among Registrant, Registrant's wholly
owned subsidiary, Sonic Canada, Inc. ("Sonic Canada") and Turbotak. Such
approval was required by the terms of a Combination Agreement dated as of July
1, 1997 among Registrant, Sonic Canada and Turbotak.
Upon the effectiveness of the Combination, Registrant changed its name
to "TurboSonic Technologies, Inc." and all then outstanding shares of
Registrant's Common Stock, as well as all then outstanding options and warrants
to purchase shares of Registrant's Common Stock, were extinguished. The holders
of then outstanding shares of Registrant's Common Stock thereupon became
entitled to receive approximately 0.1328 of a share of TurboSonic Common Stock
for each one share of Registrant's Common Stock held immediately prior to the
effectiveness of the Combination.
Following consummation of the Combination, Turbotak's shareholders,
collectively, beneficially owned 82% of Registrant's then issued and outstanding
shares of Common Stock, Registrant's former stockholders, collectively,
beneficially owned approximately 12.6% of such outstanding Common Stock and
creditors and others, collectively, beneficially owned the remainder of such
Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits
2.1 Combination Agreement dated as of July 1, 1997 (the
"Combination Agreement") among Registrant, Sonic Canada
and Turbotak.
2.2 Plan of Arrangement under Section 182 of the Ontario
Business Corporations Act of Registrant, Sonic Canada
and Turbotak (Exhibit 2.1 to the Combination
Agreement).
2.3 Voting and Exchange Trust Agreement dated August 25,
1997 among Registrant, Sonic Canada and The Trust
Company of Bank of Montreal (Exhibit 2.2 to the
Combination Agreement).
2.4 Support Agreement dated August 27, 1997 between
Registrant and Sonic Canada (Exhibit 2.3 to the
Combination Agreement).
3.1 Certificate of Amendment to Registrant's Certificate of
Incorporation.
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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 thereunto duly authorized.
Dated: October 1, 1997 TURBOSONIC TECHNOLOGIES, INC.
(registrant)
By: /s/Patrick Forde
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Patrick Forde
Secretary
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