- Current report filing (8-K)
03 December 2009 - 10:03PM
Edgar (US Regulatory)
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):
December
2, 2009 (November 25, 2009)
General
Environmental Management, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
of Other Jurisdiction of Incorporation)
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33-55254-38
(Commission File
Number)
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87-0485313
(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 25, 2009, General Environmental Management, Inc., a Nevada corporation
(“Company”) entered into a Stock Purchase Agreement ("Purchase Agreement") with
Luntz Acquisition (Delaware), LLC, ("Luntz") a subsidiary of PSC Environmental
Services, LLC (“PSC”), pursuant to which the Company has agreed to sell General
Environmental Management, Inc. (DE) and its subsidiaries, which include five
service centers, the TSDF of GEM Rancho Cordova LLC, and the Island
Environmental Services business. Consideration for the sale will be cash in the
aggregate amount of $14 million and the assumption by Luntz of approximately
$1.1 million of long term lease obligations. The final purchase price will be
subject to an adjustment based on the computation of net working capital at
closing. PSC is a leading provider of industrial cleaning, environmental,
remediation, and transportation services. GEM Delaware, a subsidiary of the
Company, is a full-service hazardous waste management and environmental services
firm with locations in the western United States.
The
closing ("Closing") of the sale is subject to the approval of shareholders and
other customary closing conditions. The Company’s Board of Directors has
unanimously approved the Purchase Agreement and adopted resolutions recommending
shareholder approval. The Company will hold a shareholder’s meeting to submit
the Purchase Agreement for approval. The Closing will be on or prior
to March 1, 2010.
Luntz
will retain a minimum of $1.0 million for the one year period following the
Closing, to assure payment of certain of the Company’s indemnification
obligations, if any, arising under the Purchase Agreement and the related
ancillary agreements. The net cash proceeds from the transaction will be used by
the Company to retire senior debt and to pursue its strategy in the water
treatment and waste-to-energy markets. Total reduction in indebtedness to the
Company’s senior lender could amount to more than $9 million. The Company does
not currently intend to distribute any proceeds from the transaction to the
Company’s stockholders.
The
Purchase Agreement may be terminated by either Luntz or the Company if the
Closing has not occurred by March 12, 2010 or upon the occurrence of
certain events as set forth in the Purchase Agreement.
The
foregoing description of the sale of GEM Delaware does not purport to be a
complete statement of the parties’ rights under the Purchase Agreement and is
qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed with this Current Report as
Exhibit 10.38 and is incorporated by reference
herein.
On
December 2, 2009, the Company issued a press release announcing the signing
of the Purchase Agreement. This press release is filed as Exhibit 99.1 to
this Current Report and is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
See Item
1.01
Item
9.01 Financial Statements and Exhibits
Attached
to this report is the Stock Purchase Agreement and the press release issued by
the Company announcing the transaction.
Exhibit
No. Description
10.38 Stock
Purchase Agreement dated November 25, 2009
99.1
Press Release dated December 2, 2009
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.
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General
Environmental Management, Inc
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By:
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/s/ Timothy
Koziol
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Timothy
Koziol, Chief Executive Officer
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