IDM ENVIRONMENTAL CORP files prospectus.
IFN Smart Edgar News - January 12, 1998 19:14
%SIC4955 %COM %Prospect IDMC V%IFN P%SMRT
Excerpted from 424B3 filed on 01/12 by IDM ENVIRONMENTAL CORP:
IDM ENVIRONMENTAL CORP files prospectus for common stock.
Filed Pursuant to Rule 424 (b)(3)
Registration No. 333-28485
IDM ENVIRONMENTAL CORP.
7,000,000 Shares of Common Stock
$.001 par value
All of the shares of Common Stock, par value $.001 per share ("Common
Stock"), of IDM Environmental Corp., a New Jersey corporation ("IDM" or the
"Company"), offered hereby are being offered for resale by certain stockholders
of the Company (the "Selling Stockholders") as described more fully herein. The
Company will not receive any proceeds from the sale of the shares offered
hereby. The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "IDMC." The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on November 18, 1997 was $6.25 per share.
The shares of Common Stock offered hereby by the Selling Stockholders
consist of a presently indeterminate number of shares issued or issuable upon
conversion or otherwise in respect of (i) 300 shares of Series B 7% Convertible
Preferred Stock (the "Series B Preferred Shares"); (ii) $3,025,000 of 7%
Convertible Notes due January 31, 1999 (the "Convertible Notes"); (iii)
2,675,000 Warrants issued in conjunction with the Convertible Notes (the "$3.00
Warrants"); (iv) 100,000 Warrants issued in conjunction with the Series B
Preferred Shares (the "$2.40 Warrants") and (v) 100,000 stock options (the
"Stock Options"). For the purpose of determining the number of shares of Common
Stock to be registered hereby, the number of shares of Common Stock calculated
to be issuable in connection with the conversion of the Series B Preferred
Shares and the Convertible Notes is based on an average closing bid price of the
Common Stock on the five trading days ended November 18, 1997 ($6.48125 per
share), and has been arbitrarily selected. The number of shares available for
resale is subject to adjustment and could be materially less or more than such
estimated amount depending on factors which cannot be predicted by IDM at this
time, including, among others, the timing of conversion of the Series B
Preferred Shares and Convertible Notes and the future market price of the Common
Stock at the time of conversion. This presentation is not intended, and should
in no way be construed, to constitute a prediction as to the future market price
of the Common Stock. See "Selling Stockholders" for a description of the rights
and conversion terms of the Series B Preferred Shares, Convertible Notes, $3.00
Warrants, $2.40 Warrants and Stock Options.
The Selling Stockholders, directly or through agents, broker-dealers or
underwriters, may sell the Common Stock offered hereby from time to time on
terms to be determined at the time of sale, in transactions on the Nasdaq
National Market, in privately negotiated transactions or otherwise. The Selling
Stockholders and any agents, broker-dealers or underwriters that participate in
the distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), and any
commission received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Act. See "Plan of Distribution."
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 9, 1998
(End of Item Excerpt)
SELLING STOCKHOLDERS
The Selling Stockholders are the holders of (i) shares of Series B
Preferred Stock and common stock issued on the conversion of Series B Preferred
Stock; (ii) Convertible Notes; (iii) $3.00 Warrants; (iv) $2.40 Warrants and (v)
Stock Options. The shares of Common Stock covered by this Prospectus are being
registered so that the Selling Stockholders may offer the shares for resale from
time to time. See "Plan of Distribution." Except as described below, none of the
Selling Stockholders has had a material relationship with the Company within the
past three years other than as a result of the ownership of the Series B
Preferred Shares, Convertible Notes, $3.00 Warrants, $2.40 Warrants or Stock
Options or the Common Stock issuable pursuant to the conversion or exercise of,
or dividends or interest on, the Series B Preferred Shares, Convertible Notes,
$3.00 Warrants, $2.40 Warrants or Stock Options.
The following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of the Selling
Stockholders as of November 18, 1997, and the number of shares which may be
offered for resale pursuant to this Prospectus. For the purposes of calculating
the number of shares of Common Stock beneficially owned by the Selling
Stockholders, the number of shares of Common Stock calculated to be issuable in
connection with the conversion of the Series B Preferred Shares or Convertible
Notes is based on a conversion price that is derived from the average closing
bid price of the Common Stock on the five trading days ended November 18, 1997
(which was $6.48125).
The information included below is based upon information provided by the
Selling Stockholders. Because the Selling Stockholders may offer all, some or
none of their Common Stock, no definitive estimate as to the number of shares
that will be held by the Selling Stockholders after such offering can be
provided and the following table has been prepared on the assumption that all
shares of Common Stock offered under this Prospectus will be sold.
Shares of Shares of
Common Stock Shares of Common Stock
Beneficially Common Stock Owned After
Name Owned (1)(2) Offered Offering (1)
Euro Factors International, Inc. (3)(8)........ 507,531 507,531 -0-
FTS Worldwide Corporation (3).................. 449,438 449,438 -0-
Beauchamp Finance Ltd. (3)..................... 224,719 224,719 -0-
Mitreco International, Inc. (3)................ 224,719 224,719 -0-
Murray Huberfeld/David Bodner
Partnership (4)(5)............................ 990,000 990,000 -0-
Newark Sales Corp. (4)(5)...................... 890,000 890,000 -0-
Jules Nordlicht (4)(5)......................... 440,000 440,000 -0-
Congregation Ahavas Tzedokah
V Chesed (4).................................. 90,000 90,000 -0-
Rita Folger (4)(5)............................. 110,000 110,000 -0-
Shor Yoshuv Institute, Inc. (4)(5)............. 27,500 27,500 -0-
Moshe Mueller (4)(5)........................... 27,500 27,500 -0-
Milwaukee Kollel, Inc. (4)(5).................. 27,500 27,500 -0-
Connie Lerner (4)(5)........................... 27,500 27,500 -0-
Seth J. Antine (4)(5).......................... 27,500 27,500 -0-
Mirrer Yeshiva Centrel Institute (4)(5)........ 27,500 27,500 -0-
Seymour Huberfeld (4)(5)....................... 27,500 27,500 -0-
Harry Adler (4)(5)............................. 13,750 13,750 -0-
Clifton Management & Trading (4)(5)............ 13,750 13,750 -0-
Fred Rudy (4)(5)............................... 13,750 13,750 -0-
Jonathan Mayer (4)(5).......................... 13,750 13,750 -0-
Adar Equities L.L.C. (5)....................... 750,000 750,000 -0-
M&A Management L.L.C. (5)...................... 105,525 105,525 -0-
Elda Capital Corp. (5)......................... 51,975 51,975 -0-
Rochon Capital Group, Ltd. (5)(6).............. 200,000 200,000 -0-
Alexander Charles Lentes (7)................... 50,000 50,000 -0-
Bernd Muller (7)............................... 50,000 50,000 -0-
5,381,407 5,381,407 -0-
(End of item excerpt.)
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