UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13, 1999
ENVIRONMENTAL CONSTRUCTION PRODUCTS INTERNATIONAL
f/k/a
GINSITE MATERIALS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-26609
Florida 65-0774999
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
2870 Speer Boulevard, Suite 205
Denver, Colorado 80211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 455-3100
GINSITE MATERIALS, INC.
(Former name or former address, if changes since last report)
6781 W. Sunrise Boulevard
Plantation, FL 33313
Copy of Communications to:
Donald F. Mintmire & Peter G. Futro
Mintmire & Associates Futro & Trauernicht, LLC
265 Sunrise Avenue Alamo Plaza
Suite 204 1401 Seventeenth Street - 11th Floor
Palm Beach, FL 33480 Denver, Colorado 80202
(561) 832-5696 (303) 295-3360
ITEM 5. OTHER EVENTS.
On August 13, 1999, Ginsite Materials, Inc. (the "Company"), a Florida
corporation, and ENVIROCON CORPORATION("ECORP"), a Nevada corporation, and the
individual holders of at least 80%(Eighty Percent) of the outstanding capital
stock of ECORP (the "Holders") consummated a re-organization(the
"Reorganization") pursuant to a certain Agreement And Plan Of Reorganization
("Agreement") of such date. Pursuant to the Agreement, the Holders tendered to
the Company at least 80% of the issued and outstanding 3,800,000 shares of
common stock of ECORP in exchange for 60% of the Shares of common stock of the
Company issued and outstanding immediately after completion of the
reorganization. Upon closing, ECORP shall become a subsidiary of Ginsite. The
reorganization is being accounted for as a reverse acquisition.
Simultaneously with the closing of the Reorganization, all of the then
officers and directors of the Company tendered their respective resignations in
accordance with the terms of the Agreement. Frank Glinton, George Anagnost,
Murray Ginsberg and Wayne Doss were elected to serve on the Board of Directors
of the newly reorganized Company (the "Board"). The fifth position on the Board
of Directors is to be filled by agreement of the new Directors. The Board
subsequently appointed Frank Glinton as the President and George Anagnost as
senior vice-president, secretary and treasurer of the newly reorganized Company.
Upon the execution of the Agreement, the Board of Directors of the newly
reorganized company is to transfer the operations and assets of Ginsite as they
existed prior to the reorganization to a wholly owned subsidiary of the newly
organized company(the "Subsidiary"), and shall appoint a five member board to
oversee the operations and management of the Subsidiary. The Subsidiary's Board
of Directors shall be made up of George Anagnost, Frank Glinton, Murray
Ginsberg, Wayne Doss and a fifth person to be mutually agreed upon by the
Subsidiary's Board of Directors.
The Company also announced it had amended its Articles of Incorporation in
order to increase the number of shares of common stock authorized to be issued
from Fifty Million (50,000,000) to One Hundred Million (100,000,000).
On September 8, 1999, the newly reorganized Company announced that it had
approved by majority consent of its shareholders, in lieu of a shareholder
meeting, a name change to ENVIRONMENTAL CONSTRUCTION PRODUCTS INTERNATIONAL
("ECPI")and a five to one reverse split of its common stock.
Copies of the Agreement are filed herewith as Exhibit 2.1, and are
incorporated herein by reference. The foregoing descriptions are qualified in
their entirety by reference to the full text of such agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
(1) Financial statements of ENVIROCON CORPORATION, a Nevada
corporation, will be filed by amendment to this Form 8-K not later than sixty
(60) days from the filing of this report.
(b) Pro forma financial information.
(2) Pro forma financial information regarding the Reorganization will
be filed by amendment to this Form 8-K not later than sixty (60) days from the
filing of this report.
(c) Exhibits
Exhibit 2.1 Share Exchange Agreement between GINSITE MATERIAL, INC. and
ENVIROCON CORPORATION dated August 13, 1999.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
ENVIRONMENTAL CONSTRUCTION PRODUCTS INTERNATIONAL
(Registrant)
Date: October 7, 1999 By: /s/ Frank Glinton
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Frank Glinton, President and Director
Date: October 7, 1999 By: /s/ George Anagnost
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George Anagnost, Senior V.P., Secretary
& Treasurer