Attached files
| file | filename |
|---|---|
| EX-3.1 - Environmental Infrastructure Holdings Corp | v168825_ex3-1.htm |
| EX-2.1 - Environmental Infrastructure Holdings Corp | v168825_ex2-1.htm |
| EX-3.2 - Environmental Infrastructure Holdings Corp | v168825_ex3-2.htm |
| EX-99.1 - Environmental Infrastructure Holdings Corp | v168825_ex99-1.htm |
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 7,
2009
ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
(Exact
Name Of Registrant As Specified In Charter)
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DELAWARE
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333-71748
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11-3460949
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(State
Or Other Jurisdiction Of
Incorporation
Or Organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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Four
Tower Bridge
200 Barr
Harbor Drive, Ste. 400
West
Conshohocken, PA 19428
(Address
Of Principal Executive Offices)
Phone
number: 866-629-7646
(Issuer
Telephone Number)
Xiom
Corp.
78 Lamar
Street
West
Babylon, New York 11704
(631)
643-4400
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4 (c))
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Item
1.01 Entry into a
Material Definitive Agreement
On
December 7, 2009, Environmental Infrastructure Holdings Corp. (the “Company”),
and its wholly owned subsidiary, XIOM Corp. (“XIOM”), entered into that certain
Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of
December 7, 2009, by and among the Company, XIOM, and each of the persons who
held membership interests (collectively, the “Sellers”) in Equisol, LLC
(“Equisol”). Pursuant to the Purchase Agreement, the Company acquired
all of the issued and outstanding membership interests of Equisol, and in
exchange, the Sellers received shares of common stock of the Company
representing forty percent (40%) of the issued and outstanding shares of the
common stock of the Company on a fully diluted basis (the
“Acquisition”).
As is
more thoroughly described under Item 8.01 below, in connection with the
Acquisition and immediately prior thereto, XIOM reorganized into a holding
company structure, with XIOM becoming a wholly owned subsidiary of the Company,
and the Company becoming the public reporting company.
As a
condition to the closing of the Acquisition, the Company and XIOM raised a total
of $705,000 in capital for working capital purposes of the Company.
The
Purchase Agreement contains customary representations, warranties and covenants
(including indemnification covenants) of the Company, XIOM and the
Sellers.
Each of
Michael D. Parrish, President and CEO of Equisol, and Kurt M. Given, Chief
Operating Officer of Equisol, is a Seller under the Purchase
Agreement. As a result of the Acquisition, Messrs. Parrish and Given
will own approximately 24% and 14%, respectively, of the issued and outstanding
common stock of the Company. Upon the completion of the Acquisition,
Messrs. Parrish and Given were elected to the Board of Directors of the Company,
and Mr. Parrish was named President, CEO and Chairman of the
Company.
Equisol
is an equipment solutions provider, delivering environmentally friendly
products, services and engineering solutions to its
customers. Equisol has a broad range of services, including those
identified below, and a national presence that makes it different from any other
consulting, manufacturing, distribution, engineering or service company in the
environmental industry.
Consulting - On-site system
reviews/audits and phone consultation services to answer questions on existing
equipment systems to help customers determine the best available technology for
their application needs.
Design - Equipment solutions
that meet both customer's application needs and their budgets. These solutions
can range from simple feed and control systems to full turn-key equipment
packages.
Sales - Access to a wide range
of products that represent the best available technology in the water industry.
Equisol’s model is unique because Equisol can procure from many different
suppliers instead of being tied to a few key principle suppliers that may not
have the best solution for an application. Equisol can sell complete equipment
systems, basic Maintenance, Repair, and Operations (MRO) components, or spare
parts depending upon the need of a customer.
Fabrication - In order to
eliminate the need to build equipment systems on-site from many different pieces
and parts, Equisol can have systems fabricated as a complete turn-key skid and
delivered to the plant. This provides a way to test the equipment prior to
delivery and decrease the time needed for installation. Complete documentation,
drawings, and system P&IDs are provided for each system.
Installation - Equisol uses
its expertise to make sure the right equipment is installed correctly every
time. With installation, Equisol also offer start-up and commissioning services
as well as operator training. Equisol also has certified tank
installers on staff to meet storage compliance and certification needs of
customers.
Services - Both preventative
maintenance and emergency response services to ensure customers’ automation and
instrumentation equipment is functioning properly.
A copy of
the press release announcing the closing of the transaction is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item
2.01 Completion of
Acquisition or Disposition of Assets
The
information relating to the Company’s acquisition of Equisol described in Item
1.01, which is incorporated herein by reference.
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Item
5.02
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Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers.
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In
connection with the Acquisition, Andrew B. Mazzone resigned as President and CEO
of each of the Company and XIOM. Mr. Mazzone will continue to serve
as a member of Board of Directors of each of the Company and
XIOM. Additionally, Thomas Gardega resigned as a director and as
Secretary of each of the Company and XIOM.
Effective
as of December 7, 2009, the following individuals were elected to the Board of
Directors of the Company:
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Name
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Age
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Position
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||
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Michael
D. Parrish
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46
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Chairman
of the Board of Directors/CEO, President
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Gregory
N. Moore
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59
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Director
and Chairman of the Audit Committee of the Board of
Directors
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Andrew
B. Mazzone
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68
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Director
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James
W. Zimbler
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44
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Secretary/Director
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Kurt
M. Given
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45
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Treasurer/Director
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Michael
D. Parrish
In
connection with the Acquisition, the Company entered into an Employment
Agreement dated as of December 7, 2009 (the “Employment Agreement”) with Michael
D. Parrish, the President and CEO of Equisol and a Seller under the Purchase
Agreement. Under the terms of the Employment Agreement, Mr. Parrish
will be employed as the President and CEO of the Company for an initial term of
two (2) years, which term may be extended for an additional
one-year. The initial term of employment commenced on the closing
date of the Acquisition. Mr. Parrish will also serve as the Chairman
of the Board of Directors of the Company. Mr. Parrish will have an
annual base salary of $175, 000, and he is also eligible to receive
discretionary performance bonuses.
Mr.
Parrish has extensive operational and general management experience; his focus
is on financial performance and strategic alliances. Mr. Parrish has
over 24 years of leadership and finance experience in a variety of global
firms. Prior to Equisol, Mr. Parrish held various executive positions
in several General Electric Companies where he served in positions such as
General Manager for global logistics and services for GE’s Water business, and,
earlier, as Managing Director for GE Capital specializing in ecommerce, six
sigma, and productivity of several of GE’s equipment management
groups. Prior to GE, Mr. Parrish served for 14 years active duty in
the U.S. Army where he held various leadership positions of increasing
responsibility as an Army Aviator culminating as a member of the Army
Acquisition Corps. Mr. Parrish has a Bachelor’s degree in Engineering
from the U.S. Military Academy at West Point as well as a Masters Degree in
Astronautical Engineering from Stanford University and an MBA with honors from
the Wharton School at the University of Pennsylvania. He is the
current President of the West Point Society of Philadelphia and serves on the
boards of the USO of SE PA/NJ and the Delaware Valley Industrial Resources
Council.
Gregory
N. Moore
Gregory
N. Moore, has over 25 years of senior management experience in major
multi-national companies and extensive international experience in major
worldwide markets. He served as the Senior Vice President and
Controller of YUM! Brands, Inc. from 2003 to 2005. Prior thereto, Mr.
Moore was the Vice President and General Auditor of Yum from 1997 to
2003. Before that, he was with PepsiCo, Inc. and held the position of
Vice President and Controller of Taco Bell and Controller of PepsiCo Wines and
Spirits International. Since retiring, he has been a frequent speaker
and lecturer and currently sits on two boards: Texas Roadhouse, Inc.
(NASDAQ) serving as Chairman of the Audit Committee and Nominating &
Corporate Governance Committee, and as a member of the Compensation Committee;
and 3 Day Blinds, a privately held company owned by two private equity firms,
for which he chairs the Audit Committee.
Andrew B.
Mazzone
Mr.
Mazzone was Chairman and President of Xiom Corp since its inception in 1998
until October 30, 2009, when he stepped down as Chairman and President and
assumed the position of Director. Mr. Mazzone was the President of
TTI at the time of the spin-out. He resigned as Sole Officer and
Director of TTI on November 1, 2001. Thereafter, TTI acquired and
changed its name to Steam Clean USA, Inc. on or about August 15,
2002. On July 1, 2003, Steam Clean USA, Inc. acquired Humana Trans
Services Group, Ltd. At this point Mr. Mazzone was invited to become
Chairman of the Board of Directors. He served in that position until
January 2004, when he resigned as Chairman but remained as a Director and until
May 5, 2004, when he resigned from the Board entirely. From 1970
until February 15, 1995, Mr. Mazzone was employed by Metco, Westbury, NY, a
subsidiary of the Perkin Elmer Corp., a holding company, which subsidiary,
Metco, was engaged in the business of development of metal spraying and metal
powders. Mr. Mazzone, as President, resigned from Sulzer Metco after
the acquisition of the Company in 1995. From 1995 to October, 2001
Mr. Mazzone was President of Thermaltec International.
At Metco,
Mr. Mazzone held various positions, including as Director of Logistics, Director
of Sales and Marketing, Director of Manufacturing, Executive Vice President and
President.
Mr.
Mazzone has degrees from Babson College, Babson Park, Massachusetts, in finance
and an advanced degree in economics, with a specialty in economic
history.
James W.
Zimbler
James W.
Zimbler, has been a principal of Keystone Capital Resources, LLC, since its
inception in March 2004. Keystone is involved as a consultant in the
mergers and acquisitions of public companies and consulting for private
companies that wish to access the public markets. Prior to becoming a
founding member of Keystone, he was involved in consulting for capital raising,
re-capitalization and mergers and acquisitions for various
clients. Mr. Zimbler was one of the initial shareholders in
Accountabilities, Inc., f/k/a Human Trans Services Holding Corp (“ACBT”). Mr.
Zimbler has recently focused his energies in the field of turnarounds of small
emerging private and public companies. He has served on the Board of
Directors and/or Officer of several companies since 2000.
Kurt M.
Given
Kurt M.
Given, is responsible for the day-to-day business functions and operations of
Equisol, including marketing, technology, and linking together sales,
administration, and customer relationships. With 20 years of water treatment
experience at GE Betz, he has held positions in engineering and management for
both the chemical and feed equipment product lines. From 1999 to 2002, he was
group Leader and Product Manager for the Equipment team, overseeing all
activities including pricing, marketing, profitability, capital equipment,
contracts and product management. He has a bachelor of Science degree in
Chemical Engineering from Pennsylvania State University and holds a patent for
dust control foam generation.
Section
7 – Regulation FD
Item
7.01 Regulation FD
Disclosure.
The
Company has relocated its Executive/Corporate offices as follows:
Four
Tower Bridge
200 Barr
Harbor Drive, Ste. 400
West
Conshohocken, PA 19428
phone:
866-629-7646
fax:
215-827-5384
Manufacturing
continues to remain in West Babylon, New York
Section
8 - Other Events.
Item
8.01 Other
Events.
On
December 7, 2009, XIOM reorganized its operations into a holding company
structure (the “Reorganization”) whereby XIOM became a direct wholly owned
subsidiary of the Company pursuant to an Agreement and Plan of Merger pursuant
to Section 251(g) of the Delaware General Corporation Law (the “Merger
Agreement”) dated as of December 7, 2009, by and among the Company, XIOM and
EIHC Merger Co. (“Merger Sub”).
To effect
the Reorganization, XIOM formed the Company as a wholly owned subsidiary, which
in turn formed Merger Sub as a wholly owned subsidiary. Pursuant to
the Merger Agreement, Merger Sub then merged with and into XIOM (the “Merger”),
with XIOM being the surviving entity. In the Merger, each share of
the common stock of Merger Sub issued and outstanding immediately prior to the
Merger and held by the Company was converted into and exchanged for a share of
XIOM common stock, par value $0.0001 (an “XIOM Common Share”), and Merger Sub’s
corporate existence ceased. Each XIOM Common Share issued and
outstanding immediately prior to the Reorganization converted into and was
exchanged for one common share, par value $0.0001 per share, of the Company (a
“Company Common Share”), having the same rights, powers, preferences,
qualifications, limitations and restrictions as the stock being converted and
exchanged. Immediately after the Merger, the Company Common Shares
existing prior to the Merger were cancelled.
The
certificate of incorporation and bylaws of the Company are identical to those of
XIOM (other than provisions regarding certain technical matters, as permitted by
Section 251(g) of the Delaware General Corporation Law), and the directors and
officers of the Company are identical to the directors and officers of XIOM
immediately prior to consummation of the Merger. XIOM’s stockholders will not
recognize gain or loss for United States federal income tax purposes upon the
conversion of the XIOM Common Shares.
The
Company is the successor issuer of XIOM for purposes of the Securities Act of
1933, as amended, and the filings made by XIOM thereunder. Pursuant
to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as
amended (the “Act”), the Company is the successor issuer of XIOM with respect to
XIOM Common Shares, which were registered pursuant to Section 12(g) of the Act.
Pursuant to such rule, the Company Common Shares deemed to be registered
pursuant to Section 12(g) of the Act.
The Company will be filing the
necessary documentation with FINRA to effectuate the name change and have a new
symbol assigned.
On
December 7, 2009, the Company issued a press release relating to the
Reorganization. A copy of the press release is attached as Exhibit
99.1.
The
foregoing description of the Reorganization and the Merger is qualified in its
entirety by reference to the Agreement and Plan of Reorganization filed as
Exhibit 2.1 hereto, and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
financial statements required by Item 9.01 for the periods specified in Rule
8-04(b) of Regulation S-X for smaller reporting companies will be filed by
amendments to this Current Report on Form 8-K within 71 calendar days after the
date of this Current Report on Form 8-K.
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(b)
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Pro
Forma Financial Information
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The pro
forma financial information required by Item 9.01 for the periods specified in
Rule 8-05 of Regulation S-X for smaller reporting companies will be filed by
amendments to this Current Report on Form 8-K within 71 calendar days after the
date of this Current Report on Form 8-K.
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(d)
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Exhibits
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The
following exhibits are furnished as part of this Form 8-K:
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Exhibit 2.1
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Agreement
and Plan of Merger dated December 7, 2009, by and among Environmental
Infrastructure Holdings Corp., XIOM Corp. and EIHC Merger
Co.
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Exhibit 3.1
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Certificate
of Incorporation of Environmental Infrastructure Holdings
Corp.
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Exhibit 3.2
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Bylaws
of Environmental Infrastructure Holdings Corp.
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Exhibit 99.1
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Press
Release issued by Environmental Infrastructure Holdings Corp. on December
7, 2009, relating to the holding company reorganization and the
acquisition of Equisol, LLC
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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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ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
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By:
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/s/ Michael D.
Parrish
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Michael D. Parrish
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President and CEO
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Dated:
December 11, 2009