A summary from the recently filed S3:
The Company is an environmental treatment and services company which,through its operating subsidiaries, provides a range of technologies and services directed principally at remediating contamination in soils and other materials, protecting the integrity of our nation's water and air and disposing or reusing certain waste by-products through development of inert and environmentally sound technologies. The Company believes it provides, through its wholly-owned subsidiary Commodore Solution Technologies, Inc. ("Solution"), the only patented, non-thermal, portable and scalable process, known as SETTM (solvated electron technology), for treating and decontaminating soils and other materials containing PCBs, pesticides, dioxins and other toxic contaminants. The Company, through its publicly-traded subsidiary Commodore Separation Technologies, Inc. ("Separation"), also provides a system, known as SLiMTM (supported liquid membrane), that has been proven in limited-scale tests to separate and recover chromium, cadmium, silver, nickel, zinc, copper and other targeted substances from aqueous and possibly gaseous waste streams. The Company, through Commodore Advanced Sciences, Inc. ("Advanced Sciences"), also provides a full range of services related to providing on-site waste containment, management of on-site and off-site remediation and waste removal using environmentally safe methods and through the use of the Company's technologies. The operations of Advanced Sciences, which account for substantially all of the Company's current revenues, also include engineering and technical services in connection with designing production processes to minimize or eliminate the generation of hazardous wastes. Additionally, the Company, through its wholly-owned subsidiary Commodore CFC Technologies, Inc. ("CFC Technologies"), is engaged in separating mixed refrigerants, chlorofluorocarbons and hydrochlorofluorocarbons so that they may be returned to productive use at purity levels meeting industry standards.
The Company's SET technology is directed principally at treating and decontaminating soils, as well as other materials and surfaces, by destroying PCBs, pesticides, dioxins and other toxic contaminants to an extent sufficient to satisfy current federal environmental guidelines for non-contamination. The Company also believes that SET is capable of neutralizing chemical weapons and warfare agents and concentrating certain radioactive wastes for more effective disposal. In March 1997, Advanced Sciences entered into a teaming agreement with ICF Kaiser Engineers, Inc. ("ICF Kaiser"), pursuant to which the Company's SET technology will be used in connection with the remediation of mixed waste at Los Alamos National Laboratory in New Mexico under ICF Kaiser's U.S. Department of Energy ("DOE") contract. In December 1997, Advanced Sciences also entered into a memorandum of understanding with Lockheed Martin Advanced Environmental Systems, Inc. to jointly pursue environmental remediation projects, and in August 1996, the Company formed a 50/50 joint venture with a subsidiary of Allegheny Teledyne, Inc., known as Teledyne-Commodore, LLC, to jointly pursue the chemical weapons destruction and demilitarization market on a worldwide basis, in both cases utilizing the SET technology. The Company operates under a Nationwide Permit for PCB disposal (the "Nationwide Permit") issued by the U.S. Environmental Protection Agency ("EPA"), which allows the Company to use SET on-site to treat PCB-contaminated soils and metallic surfaces anywhere in the United States. Based on currently published lists of EPA national operating permits, the Company believes that it possesses the only non-thermal PCB treatment technology for multiple applications licensed by the EPA. The Company's business strategy is to use SET on a select number of industrial and governmental clean-up and related projects through collaborative working arrangements with well-recognized companies in the environmental industry.
Separation's SLiM technology is directed at selectively extracting and recovering solubilized metals, radionuclides, biochemicals and other targeted elements from aqueous and possibly gaseous waste streams in degrees of concentration and purity which permit both the reuse of such elements and the ability for the waste water or gas to be disposed of as non-toxic effluent without any further treatment. In December 1997 and February 1998, Separation was awarded its first two commercial projects by the State of Maryland and entered into two multi-year, sole-source contracts with Maryland Environmental Service to use its SLiM technology in connection with the removal of chromium in water leaching from waste sites at the Baltimore Harbor and potentially polluting the Chesapeake Bay. Prior to these awards, Separation had performed a series of on-site demonstrations of SLiM, in which a SLiM unit, in a single feedstream passthrough, reduced the contamination level of chromium from more than 630 parts per million (ppm) to less than one ppm. Under a license agreement with Lockheed Martin Energy Research Corporation, Separation also received the exclusive worldwide license (subject to a government use license) to use and develop its SLiM technology for separating the radionuclides, technetium and rhenium, from mixed wastes containing radioactive materials. Separation's business strategy is to pursue these and other opportunities for SLiM and to seek marketing arrangements with established engineering and environmental services firms to use SLiM.
The Company acquired Advanced Sciences in October 1996 for the purpose of coordinating the Company's existing technologies and services, as well as developing, acquiring and utilizing new technologies, for the treatment, reuse and ultimate disposal of by-products generated as a result of industrial and governmental activities. Advanced Sciences, to the extent possible, has sought to utilize the Company's technologies in connection with its environmental, remediation and technical services performed for industrial and governmental customers (particularly the DOE and U.S. Department of Defense ("DOD")), with a view to increasing the quality and scope of services offered and providing the Company with a broader customer base for its technologies. Advanced Sciences was founded in 1977 and its services include the identification, investigation, remediation and management of hazardous, mixed and radioactive waste sites. Advanced Sciences has been awarded environmental management contracts by the DOE and DOD, as well as Bechtel, Westinghouse, ICF Kaiser, Lockheed Martin and Rust Waste Management.
Demand for the Company's environmental technologies and services arises principally from three sources:
o need for alternative environmental treatment and disposal methods for toxic substances, such as the SET technology, which do not involve safety risks with respect to air pollution and transportation of hazardous materials, or result in large volumes of residual waste that require further treatment prior to disposal;
o need for a low cost, on-site extraction/removal system, such as the SLiM technology, which is capable of treating a wide variety of elements and compounds in multiple industrial settings at great speed and with a high degree of effectiveness, at various contaminant concentrations and volumes; and
o stricter legislation and regulations mandating new or increased levels of air and water pollution control and solid waste management.
The Company's overall strategy is to provide a broad range of "state-of-the-art" environmental technologies and services to solve its customers' increasingly complex pollution and waste disposal problems. The Company believes that its technological capabilities are significant marketing advantages to the Company and enable the Company to provide its customers greater "value-added" services through the integration of its various disciplines.
To finance the significant growth experienced by the Company, to recapitalize its borrowings and to provide resources to invest in its environmental markets, the Company raised a net amount equal to approximately $30,500,000 from an initial public offering of its Common Stock and warrants in July 1996 (the "IPO"), approximately $4,000,000 from private placements of preferred stock and Common Stock in August and October 1997, and approximately $11,100,000 from the public sale of Separation preferred stock, common stock and warrants in April and May 1997. The Company currently holds 87% of the outstanding shares of common stock of Separation. As of April 15, 1998, approximately 42.5% of the outstanding shares of Common Stock, in turn, was owned by Environmental.
The Company was incorporated in Delaware in March 1996. As used in this Prospectus, and except as the context otherwise requires, the term "Company" refers to Commodore Applied Technologies, Inc. and its subsidiaries, including Solution, Separation, CFC Technologies and Advanced Sciences. The Company's principal executive offices are located at 150 East 58th Street, Suite 3400, New York, New York 10155, and its telephone number at that address is (212)308-5800. |
