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 event reported): February 17, 1998.
PURUS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-22408
DELAWARE 77-0234694
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
605 Tennant Avenue, Suite B
Morgan Hill, CA 95037
(Address of principal executive (Zip Code)
offices)
Registrant's Telephone Number: (408) 778-3465
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. OTHER EVENTS
On February 17, 1998, Purus, Inc. (the "Company"), made a
loan of $1,800,000 to Casa Solaz, Inc. ("CSI"), a private Nevada
corporation which recently commenced the business of
manufacturing, marketing, and installing prefabricated housing
units in South America. The loan bears interest at the rate of
6% per annum, and all principal and interest is due December 31,
1999. The loan is secured by all of the assets of CSI, including
all of the capital stock of its Venezuelan subsidiaries
conducting operations in South America. The loan is convertible
at the option of the Company at any time prior to maturity into
450,000 shares of the Series Convertible Preferred Stock of CSI.
As a negotiated element of the transaction, CSI granted to Purus
a warrant to purchase 550,000 additional shares of Series A
Convertible Preferred Stock at a price of $4.00 per share
exerciseable on or before December 31, 1998. The Series A
Convertible Preferred Stock provides for a cumulative dividend at
the rate of 8% per annum and is convertible to common stock of
CSI at the rate of one share of common for one share of
preferred.
Donald Winstead, a former officer and director of the
Company, is an officer and director of CSI. Mr. Winstead
resigned his offices with the Company in January 1998, and did
not participate as a director or officer in the deliberations on,
or approval of, the loan transaction with CSI. Peter Friedli was
appointed by the board of directors to fill the vacancy on the
board left by Mr. Winstead's resignation, and was appointed chief
executive officer of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits. Included in this report are the following
exhibits.
Exhibit SEC Ref. Title of Document Page
No. No.
1 (10) 6% Convertible Promissory Note dated
February 17, 1998 E-1
2 (10) Security Agreement dated February 17, 1998 E-8
3 (10) Stock Pledge Agreement of CSI dated E-19
February 17, 1998
4 (10) Stock Pledge Agreement of Subsidiary E-27
dated February 17, 1998
5 (10) Warrant for CSI Preferred Stock E-35
dated February 17, 1998
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.
Purus, Inc.
DATED: February 23, 1998 By /s/ Peter Friedli
Chief Executive Officer