SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 6, 2002
AMERALIA, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-15474
Utah 87-0403973
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(State or other jurisdiction (IRS Employer Identification
incorporation or organization) Number)
818 Taughenbaugh Blvd., Rifle, CO 81650
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(Address of principal executive offices and Zip Code)
(970) 625-9134
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Registrant's telephone number, including area code:
not applicable
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former name or former address, if applicable
Item 5. Other Events.
AmerAlia, Inc. (Nasdaq: AALA) has completed an agreement February 6, 2002
with a principal shareholder, the Jacqueline Badger Mars Trust, by which the
Trust has converted its guaranty fee payable of $1,780,000 into equity.
Previously, the Company and the Trust had agreed that the guaranty fee liability
would be converted into equity following an announcement of permanent financing
or a strategic alliance for the development of the Rock School Lease project.
The terms of the subscription agreement provide for the issue of 1,780,000
restricted shares of common stock at $1 per share with the additional provision
that if the Company makes an announcement of permanent financing or a strategic
alliance before December 31, 2002, then the number of shares to be issued will
be recalculated based on market prices of the company's stock for the thirty
days following the announcement, up to a maximum price of $2.50 per share.
AmerAlia, Inc. is also filing herewith its Restated Consolidated Financial
Statements for the years ended June 30, 2001, and June 30, 2000, together with
the report from its independent certified public accountants. As discussed in
the notes to the financial statements, certain errors were discovered regarding
the capitalization of loan guaranty fees which resulted in understatements of
assets and equity, as well as overstating the net loss for the years ended June
30, 2001 and June 30, 2000. The combined error totaled $961,921. Consequently,
the restated shareholders funds at June 30, 2001 were $2,535,787 compared with
the previously reported $1,573,866. The differences represent capitalization of
loan guaranty fees paid by the Company during the years ended June 30, 2001 and
2000. These fees were incurred to secure the financing for the Rock School Lease
project development. Such Capitalization is consistent with FASB Statement 34
"Capitalization of Interest Cost". The Company also intends to include these
financial statements and the report in an amendment to the Company's annual
report on Form 10-KSB for the year ended June 30, 2001, which the Company
expects to file on or before March 31, 2002.
As AmerAlia previously announced, it met with a hearing panel formed by
Nasdaq to consider removing AmerAlia common stock from the Nasdaq SmallCap
market. The hearing panel requested additional information and, to the knowledge
of AmerAlia, has not yet reached a decision. AmerAlia has no assurance that the
hearing panel will extend AmerAlia's listing on the Nasdaq SmallCap market.
As AmerAlia has reported in its previous reports, including its Form 10-Q
for the quarter ended September 30, 2001 and Form 8K dated December 17, 2001,
AmerAlia has a loan of approximately $10,000,000 from the Bank of America that
is guaranteed by its principal shareholder, the Jacqueline Badger Mars Trust.
This loan is due on March 31, 2002. Furthermore, AmerAlia's agreement with the
guarantor provides that the guarantor must approve any "development
arrangements" but that any development arrangement that provides for the
repayment of the loan in full by February 28, 2002, will be acceptable.
AmerAlia's failure to meet the February 28, 2002, deadline may give the
guarantor cause to call the loan earlier. AmerAlia has no assurance that either
date will be extended. AmerAlia is currently pursuing a development plan which
includes the possible acquisition of a sodium-bicarbonate producing plant with
debt and equity investment in excess of $30,000,000 that AmerAlia hopes will be
provided by third parties. Although AmerAlia has had favorable discussions with
the prospective seller of the
assets, the definitive purchase agreement has not yet been negotiated.
Furthermore, although AmerAlia has received positive indications from the
prospective lender and equity investors, AmerAlia has not reached any final
agreement with any of these parties and there can be no assurance that AmerAlia
will be able to obtain the necessary financing, even if it does reach final
agreement with the entity contemplating selling the assets to AmerAlia. As a
result, AmerAlia cannot offer any assurance that it will be able to complete the
transactions to provide for repayment in full of the outstanding debt by either
February 28, 2002 or March 31, 2002.
Item 7 - Financial Statements and Exhibits
1. Report of H.J. & Associates LLC and financial statements for the years
ended June 30, 2001 and 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERALIA, INC.
February 12, 2002 By: /s/ Robert C.J. van Mourik
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Robert C.J. van Mourik,
Executive Vice President & CFO
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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1. Report of H.J. & Associates LLC and financial statements for
the years ended June 30, 2001 and 2000.
</Table>