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FIBERCHEM INC filed this 8-K on 06/21/2000.
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 2, 2000 ------------
FIBERCHEM, INC. --------------- (Exact name of Registrant as specified in
its charter)
Delaware 0-17569 84-1063897 -------- ------- ---------- (State or Other
Jurisdiction of (Commission File (IRS Employer Incorporation) Number)
Identification Number)
1181 Grier Drive, Suite B, Las Vegas, Nevada 89119
-------------------------------------------------- (Address of principal
executive offices)(Zip Code)
(702) 361-9873 -------------- (Registrant's telephone number, including
area code)
Item 5. Other Events.
On December 6, 1999, FiberChem, Inc. ("FiberChem") and Intrex Data
Communications Corp. ("Intrex") entered into an Arrangement Agreement
providing for a business combination of the two companies on terms
providing each company's shareholders with approximately 50% of the equity
in the combined business. In order to address various tax and legal issues
and the significant contribution expected to result from various Intrex
business opportunities which were not contemplated at the time of the
original agreement, on June 2, 2000, FiberChem and Intrex entered into an
Amended Arrangement Agreement dated as of May 26, 2000, (the "Amended
Arrangement Agreement"). The terms of the Amended Arrangement Agreement
provide for (i) the acquisition by FiberChem of 75.11% of the outstanding
Intrex voting shares through a Plan of Arrangement under British Columbia
law and (ii) the acquisition of the remaining Intrex common shares through
the merger of Pandel Instruments, Inc., a Texas corporation, which owns the
remaining 24.89% of Intrex's outstanding common shares, with and into a
wholly-owned subsidiary of FiberChem (the "Pandel Merger"). The merger
consideration issuable in the two transactions provides Intrex shareholders
with a minimum of approximately 50% of the combined Company and up to 80%
of the equity in the combined Company if certain milestones related to the
Intrex business are met during a two-year period following the closing.
Subsequent to closing, the only voting shares in Intrex will be held by a
wholly-owned subsidiary of FiberChem.
Under the Amended Arrangement Agreement, all the outstanding Intrex shares
other than those acquired through the Pandel Merger, will be converted into
175,240,930 shares of a new class of non-voting Intrex stock designated as
Intrex Class B Shares and 1,752,409 shares of a newly designated class of
FiberChem preferred stock designated as Special Shares. Of these shares,
127,758,403 Class B Shares and 1,277,584 Special Shares will be deposited
by the Intrex shareholders participating in the Amended Arrangement
Agreement into escrow, pursuant to the terms of a pooling agreement (the
"Intrex Pooling Agreement"). These shares will be released to the
shareholders in installments if certain milestones related to Intrex's
business are met by the second anniversary of the closing.
An additional 9,450,000 Class B Shares and 94,500 Special Shares will be
issued to Intrex's President and Chief Executive Officer under a
Compensation Agreement to be entered into among Intrex, its President and
Chief Executive Officer, and FiberChem. All 9,450,000 shares will be
deposited in escrow and will be subject to release upon achievement of the
Intrex Pooling Agreement milestones in the same proportions as the shares
under the pooling agreement are released to Intrex shareholders.
Each Intrex Class B Share (other than the shares on deposit under the
pooling agreements) can be redeemed by the holder beginning not later than
December 31, 2000, in exchange for one share of Common Stock. Until
exchanged, each Class B Share will be entitled to receive the same
dividends and distributions as a share of FiberChem Common Stock and each
Special Share will be entitled to one hundred votes, or the same number of
votes possessed by the shares of FiberChem common stock for which the
related Class B Shares can be exchanged. The Special Shares are subject to
redemption for nominal consideration when the related Class B Shares are
redeemed. The exchange of Intrex common shares into Intrex Class B Shares
and FiberChem Special Shares is
intended to allow Intrex shareholders to defer what might otherwise be a
taxable disposition if the Intrex shares were directly exchangeable for
shares of FiberChem Common Stock.
Pursuant to the Pandel Merger Agreement, Pandel will be merged into Pandel
Mergerco, a wholly-owned FiberChem subsidiary, which will then own the
24.89% of Intrex's outstanding common shares formerly owned by Pandel.
Under the Pandel Merger Agreement, the Pandel shareholders will receive
67,528,250 shares of Common Stock, the same number of Intrex Class B Shares
that Pandel otherwise would have received in exchange for its Intrex common
shares under the Amended Arrangement Agreement. The Pandel shareholders
will be required to deposit 51,791,597 shares (76.70% of the 67,528,250
shares) under the Intrex Pooling Agreement subject to proportionate release
on the same terms and conditions as the Intrex Pooling Agreement referred
to above. The Pandel Merger transaction is intended to qualify as a tax
free reorganization under Section 368 of the United States Internal Revenue
Code of 1986, as amended.
If FiberChem does not have a sufficient number of authorized shares of
Common Stock to satisfy its obligation to deliver Common Stock pursuant to
the Pandel Merger Agreement, FiberChem will be obligated to designate an
additional class of participating convertible preferred stock (the "Pandel
Series Stock") with voting and economic rights comparable to its Common
Stock and to deliver to Pandel shareholders the appropriate number of
shares of Pandel Series Stock. The Pandel Series Stock would be mandatorily
convertible into shares of Common Stock when a sufficient number of shares
of Common Stock are authorized.
The completion of the transaction is subject to the satisfaction or waiver
of certain conditions, including, among others: (i) the approval of the
arrangement by Intrex common shareholders and the Supreme Court of British
Columbia, (ii) the accuracy of representations and warranties and other
usual closing conditions and (iii) $5,000,000 in new financing proceeds
being available to FiberChem immediately following the combination on terms
and conditions satisfactory to FiberChem and Intrex.
Intrex is a private company which provides proprietary Internet and
communications technology for communicating data to or from remote or
mobile assets on a real time basis using wireless, satellite and cellular
data systems. Data is routed through Intrex's global data network which
acts as a data gateway and applications service provider allowing customers
to monitor and control remote or mobile assets such as gas wells,
pipelines, compressors, storage tanks, offshore platforms, or service
vehicles directly from a desktop PC.
Intrex is a licensed reseller of the Orbcomm Global LP low earth orbit (or
LEO) satellite data and messaging communications services. Orbcomm is a
partnership owned by Orbital Sciences Corporation and Teleglobe, Inc. of
Canada. Intrex also has communications agreements that provide satellite
services through Norcom, Inc. as well as digital cellular services.
FiberChem will continue to pursue its existing aboveground storage tank,
offshore and sensor markets and intends, upon completion of the
transaction, to incorporate Intrex's technology where appropriate.
FiberChem also intends to pursue new business in Intrex markets that can
incorporate FiberChem technology.
Item 7. FINANCIAL STATEMENTS.
Financial Statements for this report and relating to Intrex will be filed
following completion of the transaction.
(c) Exhibits:
Exhibit Number Description
3.1 Amended Arrangement Agreement, dated as of May 26, 2000, entered into
on June 2, 2000, between FiberChem, Inc., a Delaware corporation and Intrex
Data Communications Corp., a British Columbia company.
3.2 Agreement and Plan of Merger by and Among FiberChem, Inc., Pandel
Instruments, Inc., Pandel Mergerco, Inc. and Peter J. Lagergren.>>> |
