UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
(Amendment No. 4)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 15, 2010
CONVERTED ORGANICS INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33304
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204075963 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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137A LEWIS WHARF, BOSTON,
MASSACHUSETTS
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02110 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 617-624-0111
Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets. |
On July 7, 2010, Converted Organics Inc., a Delaware corporation (“Company”), filed a Current
Report on Form 8-K to report that on July 6, 2010, a Membership Interest Purchase Agreement (the
“Purchase Agreement”) was entered into by and among COIN, TerraSphere, Inc. a newly formed Delaware
corporation and wholly-owned subsidiary of the Company, TerraSphere Systems, LLC, a Massachusetts
limited liability company (“TerraSphere”) and the individuals owners of TerraSphere.
On November 12, 2010,
the Company closed on the TerraSphere acquisition. Pursuant to the
Purchase Agreement, the Company acquired from the Sellers 95% of the outstanding membership
interests of the Company (the “Units”), in exchange for the
issuance of a maximum total number of shares of 32,777,778, which includes earn-out payments of
up to 14,603,175 shares. Pursuant to the
purchase agreement, 18,174,603 shares were issued at the closing and the remainder of the shares
will be issued if TerraSphere achieves certain milestones. For more information regarding the
payment and the earn-out payment structure, refer to the Company’s Form 8-K
filed July 7, 2010, which is incorporated herein by reference.
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| Item 3.02 |
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Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is incorporated herein by reference. The shares of
COIN Common Stock issued as closing, and to be issued in the future in connection the earn-out
payments, have been and will be made pursuant to Rule 506 of Regulation D of the Securities Act of
1933, as amended.
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| Item 9.01 |
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Financial Statement and Exhibits. |
(a) Financial statements of businesses acquired.
The unaudited consolidated financial statements of TerraSphere Systems LLC as of September 30,
2010 and December 31, 2009 and for the three and nine month periods ended September 30, 2010 and
2009 are filed in Exhibit 99.1 hereto.
The audited consolidated financial statements of TerraSphere Systems LLC as of December 31, 2009
and 2008 and for years ended December 31, 2009, 2008 and 2007, the unaudited consolidated financial
statements of TerraSphere Systems LLC as of March 31, 2010 and for the three month periods ended
March 31, 2010 and 2009, and certain pro forma information regarding the transaction were filed as
exhibits 99.1, 99.2 and 99.3 of the Company’s Form 8-K/A filed July 14, 2010.
(b) Pro forma financial information.
The unaudited pro forma consolidated financial statements with respect to the transaction
described are filed in Exhibit 99.1 hereto.
(c) Not applicable.
(d) Exhibits.
99.1 Unaudited pro forma consolidated financial statements and consolidated financial
statements of TerraSphere Systems LLC as of September 30, 2010 and December 31, 2009 and for the
three and nine month periods ended September 30, 2010 and 2009.
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