UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 4, 2006
RECLAMATION CONSULTING AND APPLICATIONS, INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
000-26017 58-2222646
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(Commission File Number) (IRS Employer Identification No.)
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
Telephone: (949) 609-0590
(Address and telephone number of principal
executive offices and place of business)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Reclamation Consulting and Applications, Inc. ("we", "us" or the "Company")
files this report on Form 8-K to report the following:
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 4, 2006, we entered into an exclusive Distributor Agreement (the
"Agreement") with Applied Industrial Technologies, Inc., an Ohio corporation
(the "Distributor"). Pursuant to the Agreement, we appointed the Distributor the
exclusive distributor of our `Alderox(R)', ASA-12(R), KR7(R), DCR(R), Paver
Blend(TM) and TSR(R) products (the "Products") in the United States, Puerto
Rico, Canada and Mexico (the "Territory"), except for any relationships that we
may have with distributors of our Products existing at the time we entered into
the Agreement and set forth on Schedule A to the Agreement. The term of the
distributorship engagement is two years from April 4, 2006, although the
parties, by mutual written agreement, may renew the Agreement for additional
terms (as may be extended, the "Term").
Under the terms of the Agreement, the Distributor has agreed to purchase our
Products from us, freight-on-board ("FOB") our production facilities. Payment
terms are net 30 days or net 10 days with a 2% discount.
Distributor has agreed to do the following:
a. use its best efforts to professionally and actively promote and sell
our Products in the Territory;
b. only sell our Products under the trademarks for the Products owned
by us;
c. maintain sufficient inventories of our Products, at Distributor's
discretion, to enable Distributor to effectively satisfy demand for
our Products in the Territory;
d. in distributing our Products in the Territory, comply with all
provisions of applicable laws, rules and regulations;
e. cooperatively work with us in matters relating to the marketing,
sales, forecasting, training, servicing, and corresponding with
customers;
f. market, through its marketing department, only the asphalt and
cement product release agents, form oils, curing agents, lubricants
and cleaners, which are used in the construction, paving and similar
industries and which are sold under the our trademarks `Alderox(R)',
ASA-12(R), KR7(R), DCR(R), Paver Blend(TM) and TSR(R) in its
industry marketing programs during the Term;
g. not sell the Products through sub-distributors without our prior
written consent; and
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h. not export our Products outside the Territory without our prior
written consent.
Pursuant to the Agreement, we have agreed to (a) supply the Distributor with our
Products as requested; (b) supply the Distributor with sales and technical
assistance regarding our Products to support the Distributor's sales effort; and
(3) supply the Distributor with sales and promotional materials from time to
time.
The Agreement can be terminated by either party upon sixty (60) days' prior
written notice in the event of a breach of the Agreement by the other party
after allowing for a reasonable cure period, or upon ninety (90) days' prior
written notice to the other party. Upon termination of the Agreement, we have
agreed to accept a one time stock return of salable standard merchandise without
charging the Distributozzzzzzr a restocking fee and to credit the Distributor's
account the greater of Distributor's actual purchase price of the returned stock
or the current price then in effect at the time of the return.
Each party has agreed to indemnify the other against all liability, cost and
expense (including without limitation, the other's cost of testing and
inspection, court costs and reasonable attorneys' fees) on account of claims for
personal injury or property damage based in whole or in part upon any act or
omission of the other party. In addition, we have agreed to indemnify the
Distributor against all liability, cost and expense incurred by it in connection
with or related to any recall, inspection, testing, replacement or correction of
the goods or any part or equipment into which the goods are then incorporated,
which results from or is related to, in whole or in part, a defect or alleged
defect in the goods.
A copy of the Exclusive Distributor Agreement is attached as a copy to this
Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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10.29 Exclusive Distributor Agreement, dated as of April 4, 2006, by
and between Reclamation Consulting and Applications, Inc. and
Applied Industrial Technologies, Inc.
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SIGNATURES:
Pursuant to the requirement 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.
Reclamation Consulting and Applications, Inc.
By:/s/ Gordon Davies
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Gordon Davies, Chief Executive Officer
Dated: April 6, 2006
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