UNITED STATES
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): August 15, 2004
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
000-32249 98-0222013
(Commission File Number) (IRS Employer Identification No.)
309 E. COMMERCIAL STREET, POMONA, CALIFORNIA 91767
(principal executive offices) (Zip Code)
(909) 623-2502
(Registrant's telephone number, including area code)
8513 Rochester Avenue, Rancho Cucamonga, California 91730
(former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS REGARDING THE COMPANY'S
INTENTION, BELIEFS, EXPECTATIONS, OR PREDICTIONS, WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF
EXPECTATIONS, PLANS AND INTENT ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES IN TECHNOLOGY, CUSTOMER REQUIREMENTS AND NEEDS. WE UNDERTAKE NO
OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Entech Environmental Technologies, Inc. (the "Registrant") has entered into
an agreement with Sears, Inc., to install household appliances, such as hot
water heaters, garbage disposals, window air conditioning units, etc. The
initial service area will include 32 stores and approximately 1,000 square
miles. The Registrant anticipates expansion in both geographic area and customer
base.
The amount of consideration for the Registrant's services pursuant to the
agreement was determined following negotiations between the Registrant and
Sears, Inc. and will be set forth in the definitive agreement to be executed
between the Registrant and Sears, Inc.
Settlements. In an attempt to restructure the Registrant's obligations,
the Registrant has executed various settlement agreements as follows:
In August and September 2004, the Registrant settled obligations with
certain of the Registrant's officers and employees by converting debt owed by
the Registrant in exchange for shares of the Registrant's common stock as shown
on the below-described table:
NAME AMOUNT OF DEBT NUMBER OF SHARES ISSUED
Douglas L. Parker $ 512,652.50 512,653
James R. Christ 43,750.00 43,750
Burr Northrop 783,524.33 783,524
Bret Covey 413,333.33 413,333
Robert K. Christie 333,333.33 333,333
Barbara Tainter 47,500.00 47,500
Don St. Clair 17,500.00 33.869
--------------- ----------------
Total $ 2,152,205.99 2,168,574
=============== ================
As part of the same settlement, the Registrant and Mr. Christie agreed that
an existing put and call with respect to 2,500,000 shares of the Registrant's
common stock held by Mr. Christie would terminate. As part of the agreement,
Mr. Christie was permitted to retain his 2,500,000 shares of the Registrant's
common stock, separate from the 2,500,000 shares of common stock previously
issued. Mr. Christie also agreed to pay a certain promissory note executed by
the Registrant with respect to a Cadillac Escalade having a then unpaid balance
of $23,531 in favor of General Motors Acceptance Corporation.
As a part of the settlement agreement, all employment agreements between
the Registrant and Messrs. Parker, Christ, Northrop, Covey, and Christie, and
Ms. Tainter terminated. Moreover, as specified in the agreement, the Registrant
owed Mr. Covey the sum of $68,000 in equipment loans. Mr. Covey had the title
to the equipment subject to the loans, which the Registrant no longer used and
which the Registrant conveyed to Mr. Covey, in exchange for the cancellation of
the debt.
In consideration for the agreement, Messrs. Parker, Christ, Northrop,
Covey, Christie, and Ms. Tainter released the Registrant from any and all causes
of action and claims whatsoever relating or pertaining to any event or agreement
before the date of the agreement.
On September 1, 2004, the Registrant and San Diego Torrey Hills Capital,
Inc. settled a claim of $200,000, in exchange for a cash payment of $55,000 and
500,000 shares of the Registrant's common stock. The claim arose
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as a result of a loan of $200,000 by San Diego Torrey Hills Capital for working
capital purposes. The shares to be issued to San Diego Torrey Hills Capital will
not be registered and shall be subject to restrictions on the transfer thereof.
However, the shares are subject to "piggyback" registration rights.
On September 23, 2004, in consideration of a cash payment in the amount of
$12,000 and the distribution of 225,000 shares of the Registrant's common stock
to Norman T. Reynolds, Esq., our attorney, the Registrant settled a debt for
legal services rendered through August 30, 2004. The shares to be issued to Mr.
Reynolds will be registered under a registration statement on Form S-8.
On September 21, 2004, in consideration of a cash payment in the amount of
$2,500 and the distribution of 75,000 shares of the Registrant's common stock to
Stonegate Securities, the Registrant settled a debt for investment banking
services rendered through August 30, 2004. The shares to be issued to Stonegate
Securities will be registered under a registration statement on Form S-8.
On September 21, 2004, in consideration of a cash payment in the amount of
$27,125 to Russell Bedford Stefanou Mirchandani LLP, the Registrant settled a
debt for accounting services rendered through August 30, 2004.
On September 1, 2004, in consideration of the distribution of 350,000
shares of the Registrant's common stock to Windstone Capital, the Registrant
settled a debt for investment banking services rendered through September 1,
2004. The shares to be issued to Windstone Capital will not be registered and
shall be subject to restrictions on the transfer thereof. However, the shares
are subject to "piggyback" registration rights.
On September 30, 2004, in consideration of the distribution of 400,000
shares of the Registrant's common stock to Birch Advisors, Ltd., the Registrant
settled a debt for investment banking services rendered through August 30, 2004.
The shares to be issued to Birch Advisors, Ltd. will not be registered and shall
be subject to restrictions on the transfer thereof.
On September 30, 2004, in consideration of the distribution of 72,000
shares of the Registrant's common stock to Gerald Foster, the Registrant settled
a debt for investment banking services rendered through August 30, 2004. The
shares to be issued to Mr. Foster will not be registered and shall be subject to
restrictions on the transfer thereof.
On September 30, 2004, in consideration of a cash payment in the amount of
$900 and the distribution of 33,869 shares of the Registrant's common stock to
Donald G. St. Clair, CPA, the Registrant settled a debt for accounting services
rendered through August 30, 2004. The shares to be issued to Mr. St. Clair will
not be registered and shall be subject to restrictions on the transfer thereof.
On September 29, 2004, the Registrant and Mr. Christie executed an Escrow
Agreement, whereby Mr. Christie agreed to place into escrow 2,500,000 shares of
his common stock until December 31, 2004 or until such time as the Registrant's
board of directors has deemed in their sole discretion and good faith judgment
that Mr. Christie has cooperated fully with the Registrant in the proceedings to
liquidate all aspects of the business and operations of Christie-Petersen
Development, whichever is the later.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On September 30, 2004, the Registrant formally filed voluntary bankruptcy
petitions for its wholly-owned subsidiaries, Christie Peterson Development
("CPI") and Advanced Fuel Filtration Systems, Inc. ("AFFS") in Los Angeles
County, California under Chapter 7 of the U.S. Bankruptcy Code. The petition
numbers are LA04-30910BB and LA04-30908BB.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On September 20, 2004, an "E" was appended to the Registrant's trading
symbol due to the Registrant's failure to timely file its Quarterly Report on
Form 10-QSB for the period ended June 30, 2004. The OTCBB also informed the
Registrant that it had until October 14, 2004 to demonstrate compliance with the
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OTCBB requirement to file all reports required by Section 13 or 15(d) of the
Exchange Act or its securities would be delisted from the OTCBB.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
In June 2004, the Registrant issued an aggregate of 918,334 shares of
common stock to various investors in a private placement offering for $1,450,001
in total proceeds, net of costs and fees. The Registrant issued the shares in
reliance on Section 4(2) of the Securities Act.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF
DIRECTORS, APPOINTMENT OF PRINCIPAL OFFICERS.
Steven D. Rosenthal resigned as officer and director of the Registrant on
August 11, 2004. Robert Christie resigned as officer and director of the
Registrant on August 13, 2004. Bret Covey resigned as officer and director of
the Registrant on August 13, 2004. In addition, Ned Link resigned as director of
the Registrant on July 29, 2004, and Barbara Tainter resigned as chief financial
officer of the Registrant on July 1, 2004. In addition, on August 16, 2004,
William F. Greene resigned as an officer of the Registrant. The resignations of
Messrs. Rosenthal, Christie, Covey, Link and that of Ms. Tainter did not result
from a disagreement with the Registrant on any matter relating to the
Registrant's operations, policies or practices.
On August 4, 2004, Burr Northrop and Douglas F. Parker became co-presidents
of the Registrant and remained on the board. On September 28, 2004, Terence
Leong was elected to the Registrant's board of directors. On September 28,
2004, Mr. Parker resigned as an officer of the Registrant and Mr. Northrop
became president. The resignation of Mr. Parker did not result from a
disagreement with the Registrant on any matter relating to the Registrant's
operations, policies or practices.
On September 28, 2004, Mr. Northrop was elected the chief financial officer
of the Registrant.
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.
Date: October 13, 2004 ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
By /s/ Burr Northrop
--------------------------------------
Burr Northrop, President
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