3
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): April 16, 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 April 16, 1998, Purus, Inc. (the "Company"), entered into
a Commitment Letter with Casa Solaz, Inc. ("CSI"), a private
Nevada corporation which recently commenced the business of
manufacturing, marketing, and installing prefabricated housing
units in South America. Under the terms of the Commitment
Letter, the Company will acquire all of the capital stock of CSI
in exchange for that number of shares of Purus common stock equal
to 75% of the outstanding shares after giving effect to the
transaction (subject to adjustment on the basis of the net asset
value of the Company). The closing of the acquisition is subject
to a number of conditions, including but not limited to: (i) the
completion of all due diligence with respect to the parties; (ii)
completion of all definitive documentation; (iii) obtaining all
consents and approvals of the board of directors and shareholders
and other applicable third parties necessary or desirable in
connection with the acquisition; and (iv) resolution or other
disposition to the satisfaction of CSI of all pending legal
proceedings against the Company described in its 1997 annual
report on Form 10-KSB. Due to the uncertainty associated with
the pending litigation involving the Company, there is
significant uncertainty with respect to the transaction and
whether it will be consummated.
In connection with the acquisition commitment between the
Company and CSI, the Company made an additional loan to CSI of
$2,200,000, thereby increasing total loans to CSI to $4,000,000.
The loans bear interest at the rate of 6% per annum, and all
principal and interest is due December 31, 1999. The loans are
secured by all assets of CSI, including all of the capital stock
of its Venezuelan subsidiaries conducting operations in South
America.
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and other matters that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Investors
are cautioned that any forward-looking statements are not
guaranties of future events or performance and are subject to
risks and uncertainties, and that actual events may differ
materially from those included within the forward-looking
statements as a result of various factors, including, but not
limited to, the conditions to completion of the proposed
acquisition of CSI by the Company described above.
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) Commitment Letter dated April 16, 1998 E-1
2 (10) 6 % Convertible Promissory Note dated E-9
April 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: April 29, 1998 By /s/Peter Friedli
Chief Executive Officer