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 18, 2009
(November
13,2009
)
General
Environmental Management, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State of
Other Jurisdiction of Incorporation)
33-55254-38
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87-0485313
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3191
Temple Avenue, Suite 250 Pomona, California 91768
(Address
of Principal Executive Offices) (Zip Code)
(909)
444-9500
(Registrant's
Telephone Number, Including Zip Code)
(Former
Name or 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 (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 communication pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c)
Item
1.01 Entry into a Material Definitive Agreement
On
November 13, 2009, Registrant entered into a Stock Purchase
Agreement ("Agreement") with United States Environmental Response,
LLC, a California limited liability company
(
“Seller
”
) pursuant to which the
Registrant has purchased all of the issued and outstanding capital stock of
California Living Waters, Incorporated ("CLW"), a privately held
company. CLW owns all of the issued and outstanding capital stock of
Santa Clara Waste Water Company (SCWW") a California corporation. CLW's only
operating subsidiary is SCWW. SCWW had unaudited revenues of
$4,581,722 and $7,609,636 in 2007 and 2008 respectively and had revenues of
$4,344,749 for the first 8 months of 2009. The Agreement is subject
to a rescission if Registrant does not pay certain indebtedness to its senior
lender by close of business on March 12, 2010.
SCWW,
located in Ventura County, California, is a waste water management company with
that operates a 12.7 mile pipeline from its facility to the City of Oxnard'
water reclamation center. In consideration for the sale, GEM issued six
promissory notes (individually a "Note" and collectively, the "Notes") in the
aggregate principal amount of $9,003,000, and warrants to purchase 425,000
shares of GEM's common stock. The Notes bear interest at 6.5 per cent per annum.
Two of the Notes, totaling $3,778,000 are convertible into a total of 15% of
GEM's common stock on a fully diluted basis. The Notes have the following
payment provisions:
$2,000,000
Seller's Note-- Payment of the outstanding principal of the Seller's Note is due
and payable in four (4) installments as follows: (A) Two Hundred Fifty Thousand
Dollars ($250,000)
plus accrued interest before March
12, 2010, (B) Five Hundred Thousand
Dollars ($500,000) and accrued interest on June 30 2010; (C) One Million Dollars
($1,000,000) and accrued interest on January 1, 2011 (D) the balance of all
residual principal and accrued interest on March 31, 2011.
$1,700,000
Note One-- Payment of the outstanding principal of Note One is due and payable
in 120 installments commencing on December 1, 2009 and continuing on the first
day of each calendar month through February 1, 2019 . Installments
are payable in the following amounts
(subject
to the other terms of this Note): (A) the amount of principal and accrued
interest payable in the first one hundred nineteen (119) Installments shall be
equal Installments of principal and interest, calculated on the basis of a
30-year amortization of this Note and (B) the one hundred twentieth (120th)
Installment shall be a final, “balloon” payment.
$1,100,000
Note Two-- Payment of the outstanding principal of this Note Two is be due and
payable in sixty (60) installments commencing on December 1, 2009 and continuing
on the first day of each calendar month through November 1, 2014. Installments
are payable in the following amounts (subject to the other terms of this Note):
(A) the amount of principal and accrued interest payable in the first fifty-nine
(59) Installments shall be equal Installments of principal and interest,
calculated on the
basis of a 30-year
amortization of this Note; and (B) the final, “balloon” payment on November 1,
2014.
$424,000
Note Three-- Payment of the outstanding principal of this Note shall be due and
payable in 120 installments commencing on December 1, 2009 and continuing on the
first day of each calendar month through November 1,
2019. Installments are payable in the following amounts (subject to
the other terms of this Note): (A) the amount of principal and accrued interest
payable in the first one hundred nineteen (119) Installments shall be equal
Installments of principal and interest, calculated on the basis of a 30-year
amortization of this Note and (B) the one hundred twentieth (120
th
)
Installment shall be a final, “balloon”. Note Three is convertible at any time
in full or in part (but if in part, then only in principal increments of
$100,000 or an integral multiple thereof) into shares of common stock of
Registrant at the conversion rate of Four Dollars ($4.00) per share, subject to
adjustment.
$1,600,000 Note Four--
Payment of the outstanding principal of this Note is due and payable in 41
installments commencing on July 1, 2010 and continuing on the first day of each
calendar month through November 1, 2013. Installments are payable in the
following amounts (subject to the other terms of this Note): (A) the amount
of principal and accrued interest payable in the first forty Installments shall
be equal Installments of principal and interest, calculated on the basis of a
30-year amortization of this Note, provided that the first Installment shall
also include all interest accrued during the first seven months from the
date of this Note; Four and (B) the final, “balloon”, Installment shall be in
the amount of all then-outstanding principal, interest and other amounts then
outstanding. Note Four is convertible into 5% of the common stock of Registrant
on a fully diluted basis until Registrant achieves a Capital Restructuring Goal.
Capital Restructuring Goal means the concurrent fulfillment of each of the
following events: (i) the Seller’s Note shall have been fully paid on the terms
thereof as to all theretofore outstanding principal, interest, costs and
expenses; (ii) Registrant shall have available, as properly reflected in
Registrant’s books one million dollars ($1,000,000) in uncommitted working
capital (not including any working capital lines of credit); and (iii)
Registrant shall have invested into SCWW capital of at least one million dollars
$1,000,000.
$2,178,000 Note Five--
Payment of the outstanding principal of this Note is due and payable in 41
installments commencing on July 1, 2010 and continuing on the first day of each
calendar month through November 1, 2013. Installments are payable in the
following amounts (subject to the other terms of this Note): (A) the amount
of principal and accrued interest payable in the first forty Installments shall
be equal Installments of principal and interest, calculated on the basis of a
30-year amortization of this Note, provided that the first Installment shall
also include all interest accrued during the first seven months from the
date of this Note; Four and (B) the final, “balloon”, Installment shall be in
the amount of all then-outstanding principal, interest and other amounts then
outstanding. Note Four is convertible into 10% of the common stock of Registrant
on a fully diluted basis until Registrant achieves the Capital Restructuring
Goal.
Item
2.01 Completion of Acquisition or Disposition of
Assets
See Item
1.01
Item
9.01 Financial Statements and Exhibits
Financial
statements of CLW are not included with this initial report. Any required
financial statements of the business acquired, or pro forma financial statements
required by Article 11 of Regulation S-X, will be filed in a subsequent report
within 74
days
of the date of this initial report.
Attached
to this report is the Stock Purchase Agreement, the Promissory Notes and the
press release issued by the Company announcing the completion of the
acquisition.
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.
General
Environmental Management, Inc
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/s/
Timothy Koziol
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Timothy
Koziol, Chief Executive Officer
Date: November 18, 2009
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