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):
November 7, 2001
Commission file number 0-23903
ThermaCell Technologies, Inc.
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(Exact name of small business issuer as specified in its charter)
Florida 59-3223708
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Chestnut St., Suite A, Clearwater, Florida 33756
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(Address of principal executive offices)
(904) 253-6262
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(Issuer's telephone number)
440 Fentress Boulevard, Daytona Beach, Florida 32114
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(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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During March, 2001, the AUGUSTINE CAPITAL FUND, L.C. (the "Augustine Fund")
converted $566,667 of the Registrant's convertible notes into 6,833,595 shares
of the Registrant's Common Stock. With this conversion the principals of
Augustine Capital are in a position to control the affairs of the Registrant
because the issuance of these shares upon conversion represents more than 50%
voting control of the Registrant's outstanding Common Stock. The Augustine Fund
still owns approximately $1,062,858 of our convertible notes. Furthermore, the
Augustine Fund, or its affiliates, have supported our working capital
requirements prior to our November 7, 2001 Chapter 11 reorganization filing
through working capital advances. It is anticipated that the Augustine Fund, or
its affiliates, will be a significant source of our debtor-in-possession
financing.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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Prior to the filing of the Registrant's Chapter 11 reorganization
proceeding described in Item 3, the Registrant entered into a Stock Purchase
Termination Agreement, effective as of April 1, 2001 (the "Termination
Agreement"), by and among, the Registrant, T-COAST PAVEIS/SEALCO SYSTEMS, INC.
("T-Coast") and Maurice Malacarne and Judy Malacarne, the shareholders of
T-Coast.
On December 1, 1998 the Registrant acquired all of the stock of T-Coast
from the Malacarnes and entered into an Employment Agreement with Mr. Malacarne.
On several occasions, including formal letters from T-Coast's counsel, the
Registrant was informed by T-Coast and Mr. Malacarne that it was in material
breach of the above referenced Stock Purchase Agreement and Employment Agreement
entered into in December, 1998. Specifically, the Registrant failed to pay Mr.
Malacarne $300,000 as per the terms of the December 1998 Stock Purchase
Agreement and $30,000 owing to Mr. Malacarne per his Employment Agreement.
Therefore, in July, 2001, Mr. Malacarne notified the Registrant he was
exercising his right to rescind the December 1998 Stock Purchase Agreement and
reacquire ownership of T-Coast.
The Registrant does not dispute, that as a factual matter, it has failed to
pay the $300,000 and $30,000 required under the Stock Purchase Agreement and
Employment Agreement, respectively. As opposed to litigating or contesting the
dispute, which would be expensive and protracted, and in light of the
Registrant's failure to tender the consideration required under the Stock
Purchase Agreement and Employment Agreement, the parties agreed to mutually
unwind the T-Coast purchase by entering into the Termination Agreement which
provides for mutual general releases and that effective on April 1, 2001, the
Registrant relinquished all right, title and interest in T-Coast.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
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On November 7, 2001, the Registrant filed for protection under Chapter 11
in the Federal Bankruptcy Court for the Middle District of Florida, Case No.
01-20854-862. The Registrant anticipates its interim working capital needs will
be satisfied through debtor-in-possession financing provided by certain of its
current significant shareholders.
The Registrant believes that its business of manufacturing and distributing
evacuated micro spheres has further commercial viability and that if the
Registrant is successful in obtaining an order confirming a plan of
reorganization that the Registrant will be able to emerge from this proceeding
as a viable business entity. The Registrant anticipates submitting a plan of
reorganization to the court and its creditors for approval within 60 to 90 days.
ITEM 5. OTHER EVENTS.
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In anticipation of our reorganization proceeding described under Item 3,
Gerald Couture, and Peter Thomas resigned as directors effective September 20,
2001, Pete Leighton subsequently resigned on October 12, 2001. James Hagarman,
our current Chief Executive Officer and Don Huggins, who is the shareholder of
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one of the entities which will be providing our debtor-in-possession financing
were appointed to fill vacancies created by these resignations. Maurice
Malacarne resigned as part of the Termination Agreement. Our current board of
directors consists of James Hagarman, Dr. James Stiles and Don Huggins.
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.
THERMACELL TECHNOLOGIES, INC.
Dated: 11/20/01
By: /s/ James Hagarman
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James Hagarman
President, Chief Executive Officer