1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 2, 1999 (MAY 26, 1999)
------------------------------
KYZEN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 0-26434 87-0475115
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
430 HARDING PLACE
NASHVILLE, TENNESSEE 37211
(Address of Principal Executive Offices) (Zip Code)
(615) 831-0888
(Registrant's Telephone Number, including Area Code)
================================================================================
2
ITEM 5. OTHER EVENTS AND INFORMATION.
A. REINCORPORATION OF KYZEN CORPORATION
Effective May 26, 1999 (the "Effective Time"), Kyzen Corporation
reincorporated from Utah to Tennessee (as reincorporated, the "Registrant"). The
reincorporation was effected by means of a statutory merger (the "Merger")
pursuant to Articles and Plan of Merger filed with the Secretaries of State of
Utah and Tennessee providing that Kyzen Corporation, a Utah corporation (the
"Predecessor Company"), would be merged with and into Kyzen Acquisition
Corporation, a Tennessee corporation and a wholly-owned subsidiary of the
Predecessor Company ("KAC").
On April 28, 1999, the shareholders of the Predecessor Company and KAC
approved the Plan of Merger setting forth the terms of the Merger. The
shareholders of the Predecessor Company also approved the Predecessor Company's
Amended and Restated Articles of Incorporation, pursuant to which each
outstanding share of the Predecessor Company's Class A Common Stock, $.01 par
value per share (the "Predecessor Class A Common Stock"), was reclassified,
redesignated and reconstituted into one share of the Predecessor Company's
Common Stock, $.01 par value per share (the "Predecessor Common Stock"). Among
other things, at the Effective Time each issued and outstanding share of the
Predecessor Common Stock was automatically converted into the right to receive
one share of the Registrant common stock, $.01 par value per share (the
"Registrant's Common Stock").
B. EXTENSION OF WARRANTS
On April 9, 1999, the Board of Directors of the Predecessor Company
authorized the extension of the expiration date of the Predecessor Company's
outstanding common stock purchase warrants (each a "Warrant") from August 4,
2000 to August 4, 2002. The Board took such action because it believed that the
trading price of the Predecessor Class A Common Stock may in the future rise
sufficiently to allow for the exercise of the Warrants, providing additional
capital. At the time of the Board action, each Warrant entitled the holders
thereof to purchase one share of the Predecessor Class A Common Stock at an
exercise price of $5.00 per share, subject to adjustment. As a result of the
Merger, each Warrant entitles holders thereof to purchase one share of the
Registrant's Common Stock at an exercise price of $5.00 per share, subject to
adjustment. The Board did not change, and the Merger did not affect, the
exercise price, the redemption provisions or any other provisions of the
Warrants.
The Predecessor Company filed a registration statement to issue 550,000
Common Stock Units (each a "Unit") in its initial public offering on August 4,
1995. Each Unit consisted of three shares of Predecessor Class A Common Stock
and three Warrants. As of August 23, 1995, the Predecessor Class A Common Stock
and the Warrants began trading separately. The Warrants are currently quoted on
the Nasdaq Small-Cap Market and listed on the Boston Stock Exchange.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
----------- -----------
2 Plan of Merger dated May 25, 1999, by and between Kyzen
Corporation and Kyzen Acquisition Corporation
4 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company (1)
- ----------
(1) Filed as Exhibit 10.20 to the Predecessor Company's Registration
Statement on Form SB-2 (No. 33-91854-A) previously filed pursuant to
the Securities Act of 1933 and hereby incorporated by reference.
4
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 hereunto duly authorized.
KYZEN CORPORATION
By: /s/ Kyle J. Doyel
--------------------------------------
Kyle J. Doyel
Chief Executive Officer and President
Date: June 2, 1999
5
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
2 Plan of Merger dated May 25, 1999, by and between Kyzen
Corporation and Kyzen Acquisition Corporation
4 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company (1)
- ----------
(1) Filed as Exhibit 10.20 to the Predecessor Company's Registration
Statement on Form SB-2 (No. 33-91854-A) previously filed pursuant to
the Securities Act of 1933 and hereby incorporated by reference.