SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 10, 2002
EVTC, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20986 22-3005943
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
14910 Welcome Lane, Houston, Texas 77014
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(Address of Principal Executive Offices) (Zip Code)
(877) 426-3509
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Registrant's telephone number, including area code
3125 Bolt Street, Fort Worth, Texas 76110
(Former Name or Former Address, if Changed Since Last Report)
ITEMS 1 AND 2. CHANGE IN CONTROL OF THE REGISTRANT/ACQUISITION OR DISPOSITION
OF ASSETS
On May 10, 2002, EVTC, Inc. (the "Company" or "EVTC") completed that
transaction contemplated by the Securities Purchase Agreement, dated March 26,
2002 and amended May 10, 2002 (as amended, the "Purchase Agreement"), by and
among the Company, Innovative Waste Technologies, LLC, a Nevada limited
liability company ("IWT"), and the owners of all of the issued and outstanding
membership interests of IWT (collectively, the "Members"). Under the terms of
the Purchase Agreement, the Company purchased all of the membership interests of
IWT from the Members in exchange for an aggregate of 10,000,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), and
option grants to purchase up to an aggregate of 15,000,000 shares of Common
Stock.
The option grants are conditioned upon, and subject to, the subsequent
approval by the stockholders of the Company of an amendment to the Company's
Certificate of Incorporation increasing the number of authorized shares of
Common Stock from 25,000,000 to 100,000,000 (the "Stock Amendment"). Management
intends to solicit consents with respect to the Stock Amendment promptly after
the close of the transaction. In connection with the closing, the Members also
entered into a Voting Agreement dated May 10, 2002 by which each of them agreed
to vote all of the Common Stock acquired by reason of the transaction in favor
of the Stock Amendment.
None of the securities issued under the transaction (including the Common
Stock issuable upon exercise of the option grants) are registered under the
Securities Act of 1933, as amended (the "Act"), and are issued in reliance of
exemptions from registration afforded by Section 4(2) of the Act promulgated
thereunder.
Upon closing the transaction, the Members held an aggregate of 10,000,000
shares of Common Stock representing approximately 53% of the issued and
outstanding Common Stock of the Company, resulting in a change in control of the
Company. Giving effect to the transaction and assuming the subsequent adoption
of the Stock Amendment and the issuance of shares of Common Stock upon the
exercise of the option grants, the Members would hold an aggregate of 25,000,000
shares of Common Stock, which securities would represent, on a fully diluted
basis, approximately 70% of the Common Stock of the Company issued and issuable
upon exercise of outstanding option grants.
In related actions, the Board of Directors of the Company (the "Board")
appointed Guy L. Harrell and Gary A. Tipton, each a former member of IWT, to
fill two vacancies on the Board, which appointments became effective as of the
closing of the transaction. On the day the transaction closed John D. Mazzuto,
as Chief Executive Officer of the Company, and each of George Cannan, as a
member of the Board and as Chairman of the Board, and Robert J. Casper and John
Stefiuk, as members of the Board, submitted their resignations, effective as of
the close of business on May 10, 2002. The remaining two directors, Gary A.
Tipton and Guy L. Harrell (who also assumed the role of Chairman), expect to
appoint three new members to fill the resulting vacancies in the Board. The
effective date of the appointment of these three new members to the Board shall
be subject to the expiration of the 10-day statutory waiting period
2
required by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as
amended, following the filing by the Company of an Information Statement with
the Securities Exchange Commission relating to the change in control of the
Board.
Any description of the terms, conditions and covenants of the Purchase
Agreement and any other instrument, document and agreement discussed above is
qualified in its entirety by reference to such instrument, document and
agreement, which is attached as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
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Historical consolidated financial statements relating to
Innovative Waste Technologies, LLC will be filed by amendment within 60 days of
the date this Report was required to be filed.
(b) Pro Forma Financial Information and Exhibits.
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Pro Forma financial information relating to the acquisition will
be filed by amendment within 60 days of the date this Report was required to be
filed.
(c) Exhibits
2.1 Securities Purchase Agreement dated as of March 26, 2002 by
and among the Company, Innovative Waste Technologies, LLC,
and its members.
2.2 Amendment to the Securities Purchase Agreement dated as of
May 10, 2002 by and among the Company. Innovative Waste
Technologies, LLC and its members.
3.1 Form of Option Agreement
10.1 Form of Voting Agreement
3
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.
Dated: May 23, 2002 EVTC, Inc.
By: /s/ Guy L. Harrell
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Name: Guy L. Harrell
Title: Chairman
(duly authorized officer)
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Securities Purchase Agreement dated as of March 26, 2002 by and
among the Company, Innovative Waste Technologies, LLC, and its
members.(*)
List of Omitted Exhibits and Schedules to the Securities
Purchase Agreement
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Schedule 1 - Definitions (*)
Schedule 4.2 - Capitalization of IWT
Schedule 4.5(a) - IWT Litigation
Schedule 4.6 - Seller Consents
Schedule 4.8 - IWT Intellectual Property Rights
Schedule 4.9(a) - IWT Contracts
Schedule 4.9(b) - Defaults under IWT Contracts
Schedule 4.11 - Authorizations Required by IWT
Schedule 3.08 - IWT Environmental Compliance
Schedule 4.13 - IWT Unfiled Tax Returns
Schedule 4.14 - IWT Benefit Plans
Schedule 5.4 - EVTC Required Consents
Exhibit A - Sellers of IWT Membership Interests
Exhibit B - form of Option Agreement (see 3.1 below)
Exhibit C - form of Voting Agreement
Exhibit D - form of IWT Closing Certificate
Exhibit E - form of EVTC Closing Certificate
2.2 Amendment to the Securities Purchase Agreement dated as of May
10, 2002 by and among the Company. Innovative Waste Technologies,
LLC and its members. (*)
3.1 Form of Option Agreement (*)
10.1 Form of Voting Agreement (*)
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(*) Filed herewith