Document/Exhibit Description Pages Size
1: 8-K/A Amendment No. 1 to Form 8-K 18 62K
2: EX-2.1 Asset and Business Purchase Agreement 62 219K
3: EX-99.1 Marketing and Supply Agreement 20 69K
4: EX-99.2 Subordinated Convertible Note of Nei/Gtel 12 53K
5: EX-99.3 Security Agreement Dated December 31, 1995 16 56K
6: EX-99.4 Registration Rights Agreement Dated 12/28/95 11 46K
7: EX-99.5 Guaranty of Nytest Environmental Inc. of 12/31/95 5 22K
8: EX-99.6 Lease of 4211 West May Dated 12/31/95 28 113K
9: EX-99.7 Assignment of Patent Rights Dated 12/31/95 3 12K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A1
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 31, 1995
---------------------
(Date of earliest event reported)
NYTEST ENVIRONMENTAL INC.
----------------------------------------------------
Exact name of registrant as specified in its charter
Delaware 0-15241 11-2725582
--------------- ------- --------------
State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
60 Seaview Boulevard, Port Washington, New York
-----------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 625-5500
-----------------------
N/A
-----------------------------------------------------------
(Former name or former address if changed since last report)
Item 1. Acquisition or Disposition of Assets
Effective December 31, 1995, NEI/GTEL Environmental Laboratories, Inc.
("NEI/GTEL"), a newly formed, wholly owned subsidiary of Nytest Environmental
Inc. (the "Registrant"), acquired the business and substantially all of the
assets of GTEL Environmental Laboratories, Inc. ("GTEL"), a subsidiary of
Groundwater Technologies Corporation ("Groundwater"). The assets acquired
include equipment, leasehold improvements, customer contracts and other assets
relating to the business of GTEL, except for real estate owned in Wichita,
Kansas, and certain GTEL assets located in Tempe, Arizona and Concord,
California, cash and accounts receivable. NEI/GTEL, as part of the
transaction, entered into a long-term lease for the use of the GTEL Wichita
facility and assignment and assumption agreements for the leases of GTEL
facilities in Tampa, Florida and Milford, New Hampshire. NEI/GTEL also hired
all of the active employees of GTEL as of the effective date of the
transaction. In exchange for the assets acquired, the NEI/GTEL paid $3.080
million (subject to further adjustment) in a combination of cash, assumption
of liabilities and the issuance of a secured convertible note in the amount of
$.975 million. The Registrant will continue to provide services to the clients
of GTEL from the facilities described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial information described below which is required by
Item 7 of Form 8-K is not yet available. The Registrant anticipates that it
will file the required financial information as soon as possible, but not later
than 60 days from the date this report must be filed.
Report of Coopers & Lybrand
Balance Sheet of GTEL at April 29, 1995 and April 30, 1994
Statement of Operations of GTEL, years ended April 29, 1995
and April 30, 1994 and (unaudited) six months ended October
28, 1995 and October 27, 1994
Statements of Cash Flows of GTEL, two years ended April 29,
1995 and April 30, 1994 and (unaudited) six months ended
October 28, 1995 and October 29, 1994.
Notes to Financial Statements
(b) Pro Forma Financial Information
Pro Forma Balance Sheet at December 31, 1995 (to be filed with
Form 10-KSB)
Pro Forma Combined Statements of Operation for the year ended
December 31, 1995
2
[COOPERS & LYBRAND LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder
of GTEL Environmental Laboratories, Inc.
We have audited the accompanying balance sheets of GTEL Environmental
Laboratories, Inc. as of April 29, 1995 and April 30, 1994 and the related
statements of operations, changes in stockholder's equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of GTEL Environmental
Laboratories, Inc. as of April 29, 1995 and April 30, 1994 and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 9, 1996
GTEL ENVIRONMENTAL LABORATORIES, INC.
STATEMENTS OF OPERATIONS
(in thousands)
[Enlarge/Download Table]
For the Year Ended For the Six Months Ended
---------------------- ---------------------------
April 29, April 30, October 28, October 28,
1995 1994 1995 1994
--------- --------- ----------- -----------
(Unaudited) (Unaudited)
Net revenue $17,018 $20,304 $ 6,943 $9,267
Cost of net revenue 13,513 17,302 6,852 6,999
------- ------- ------- ------
Gross profit 3,505 3,002 91 2,268
Selling, general and administrative expenses 3,629 4,366 1,864 1,798
------- ------- ------- ------
Income (loss) before other expenses (124) (1,364) (1,773) 470
Other expenses, net (113) (354) (320) (56)
------- ------- ------- ------
Income (loss) before provision (benefit)
for income taxes (237) (1,718) (2,093) 414
Provision (benefit) for income taxes (63) (554) (698) 153
------- ------- ------- ------
Net income (loss) $ (174) $(1,164) $(1,395) $ 261
======= ======= ======= ======
The accompanying notes are an integral part of the financial statements.
2
GTEL ENVIRONMENTAL LABORATORIES, INC.
BALANCE SHEETS
(In thousands)
[Enlarge/Download Table]
April 29, April 30, October 28, October 29,
ASSETS 1995 1994 1995 1994
--------- --------- ----------- -----------
(Unaudited) (Unaudited)
Current assets:
Cash $ 7 $ 7
Accounts receivable, less allowance of $150 in April and
October 1995 and 1994 1,998 2,624 $1,830 $ 3,216
Unbilled accounts receivable 631 286 425 656
Other current assets 239 224 228 294
------ ------- ------ -------
Total current assets 2,875 3,141 2,483 4,166
Property, plant and equipment, net 5,039 6,903 4,073 5,846
------ ------- ------ -------
Total assets $7,914 $10,044 $6,556 $10,012
====== ======= ====== =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable 483 376 468 539
Accrued compensation 574 490 755 497
Other accrued liabilities 252 395 272 320
------ ------- ------ -------
Total current liabilities 1,309 1,261 1,495 1,356
Note payable to Parent 1,706 1,601 1,751 1,654
Stockholder's equity:
Common stock: $.01 par value; 1,000 shares authorized;
1,000 shares issued and outstanding for all
periods presented -- -- -- --
Additional paid-in capital 4,172 4,172 4,172 4,172
Investment by Parent (2,556) (447) (2,750) (888)
Retained earnings 3,283 3,457 1,888 3,718
------ ------- ------ -------
Total stockholder's equity 4,899 7,182 3,310 7,002
------ ------- ------ -------
Total liabilities and stockholder's equity $7,914 $10,044 $6,556 $10,012
====== ======= ====== =======
The accompanying notes are an integral part of the financial statements.
3
GTEL ENVIRONMENTAL LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
for the years ended April 29, 1995 and April 30, 1994
(in thousands)
[Download Table]
1995 1994
---- ----
Cash flows from operating activities:
Net loss $ (174) $(1,164)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,080 2,280
Provision for doubtful accounts 21 --
Loss on disposal of property,
plant and equipment 7 375
Accrued interest for note payable to Parent 105 84
Changes in operating assets and liabilities:
Accounts receivable 260 (82)
Other current assets (14) (34)
Accounts payable 107 23
Accrued salaries and benefits 83 (121)
Other accrued liabilities (144) 40
------- -------
Net cash provided by operating activities 2,331 1,401
Cash flows from investing activities:
Expenditures for property, plant and equipment (396) (904)
Cash received for property, plant and equipment sold 81 170
------- -------
Net cash used by investing activities (315) (734)
Net transactions with Parent (2,016) (671)
Decrease in cash -- (4)
Cash at beginning of year 7 11
------- -------
Cash at end of year $ 7 $ 7
======= =======
The accompanying notes are an integral part of the financial statements.
4
GTEL ENVIRONMENTAL LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
for the six months ended October 28, 1995 and October 29, 1994
(in thousands)
(unaudited)
[Download Table]
1995 1994
---- ----
Cash flows from operating activities:
Net income (loss) $(1,395) $ 261
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 988 1,057
Loss on disposal of property, plant and equipment 274 --
Accrued interest for note payable to Parent 45 53
Changes in operating assets and liabilities:
Accounts receivable 374 (962)
Other current assets 11 (70)
Accounts payable (15) 163
Accrued salaries and benefits 234 58
Other accrued liabilities (259) (126)
------- ------
Net cash provided by operating activities 257 434
Cash flows from investing activities:
Expenditures for property, plant and equipment (272) (173)
Cash received for property, plant and equipment sold -- 84
------- ------
Net cash used in investing activities (272) (89)
Net transactions with Parent 8 (352)
Decrease in cash (7) (7)
Cash at beginning of period 7 7
------- ------
Cash at end of period $ -- $ --
======= ======
The accompanying notes are an integral part of the financial statements.
5
GTEL ENVIRONMENTAL LABORATORIES, INC.
STATEMENTS OF STOCKHOLDERS EQUITY
for the years ended April 29, 1995 and April 30, 1994
(in thousands, except share amounts)
[Enlarge/Download Table]
Common Stock
----------------- Additional Investment Retained
Shares Amount Paid-in Capital By Parent Earnings Total
------ ------ --------------- ---------- -------- -------
Balance at May 1, 1993 1,000 $ -- $4,172 $ 240 $ 4,621 $ 9,033
Net loss (1,164) (1,164)
Repayment of investment by Parent (687) (687)
----- ----- ------ ------- ------ -------
Balance at April 30, 1994 1,000 4,172 (447) 3,457 7,182
Net loss (174) (174)
Repayment of investment by Parent (2,109) (2,109)
----- ----- ------ ------- ------ -------
Balance at April 29, 1995 1,000 $ -- $4,172 $(2,556) $3,283 $ 4,899
===== ===== ====== ======= ====== =======
The accompanying notes are an integral part of the financial statements.
6
GTEL ENVIRONMENTAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
ORGANIZATION AND BASIS OF PRESENTATION
GTEL Environmental Laboratories, Inc. (the Company) is a wholly-owned
subsidiary of Groundwater Technology, Inc. (the Parent). The
accompanying financial statements have been adjusted to reflect the
"carved-out" financial position, results of operations and cash flows
of the Company as if the Company had been operating as a separate
entity. The financial statemnts include an allocation of corporate
general and administrative expenses incured by the Company's Parent.
The balance sheets as of April 29, 1995 and April 30, 1994 and the
statements of operations, cash flows and stockholder's equity for the
two fiscal years ended April 29, 1995 have been audited whereas all
other periods presented are unaudited.
INTERIM FINANCIAL INFORMATION
The interim unaudited financial statements presented include all
adjustments (consisting only of normal recuring adjustments) that
management considers necessary for a fair presentation of its financial
position, results of operations and cash flows for the interim periods
presented. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the full year.
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
Property, plant and equipment are recorded at cost. Depreciation and
amortization are computed on a straight-line method over the estimated
useful lives of the assets, which range from two to twenty-five years.
Leaseholds are amortized over the shorter of the life of the lease or
the asset. Upon retirement or other disposition, the cost and related
accumulated depreciation are removed from the accounts and any gain or
loss is included in income.
REVENUE RECOGNITION
Revenue is recognized when services are performed.
CREDIT RISK
Credit is extended based on an evaluation of the customer's financial
condition, with terms consistent in the industry and normally collateral
is not required. Losses from credit sales are provided in the financial
statements and have been consistently within the allowance provided.
Continued
7
GTEL ENVIRONMENTAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
EARNINGS PER SHARE
Earnings per share information has been omitted since the Company has
no publicly traded equity securities.
2. UNBILLED REVENUE:
Unbilled revenue represents amounts earned under the Company's contracts but
not billed or not yet billable to customers according to contract terms,
which usually consider passage of time, achievement of certain project
milestones or completion of the service. The unbilled revenue at April 29,
1995 and April 30, 1994 has been billed in the subsequent period.
3. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consisted of the following:
[Download Table]
(IN THOUSANDS) 1995 1994
-------------- ---- ----
Land, buildings and improvements ............................ $ 1,203 $ 1,203
Leasehold improvements ...................................... 2,555 2,558
Laboratory equipment ........................................ 8,790 9,086
Furniture, fixtures and computer equipment .................. 2,753 2,619
------- -------
15,301 15,466
Less accumulated depreciation and amortization .............. 10,262 8,563
------- -------
$ 5,039 $ 6,903
======= =======
4. INCOME TAXES:
The operations of the Company are included in the consolidated federal
income tax return of the Parent. Under a tax allocation practice, the
Company's is charged by the Parent for federal taxes incurred, generally at
the U.S. statutory rate.
As a result of the tax allocation practice, tax benefits associated with
any losses were recognized in the year the loss occurred. If the Company
had filed a separate return, these tax benefits would have been carried
forward or back, resulting in possible adjustments to the income tax
expense for fiscal years 1994 and 1995.
Continued
8
GTEL ENVIRONMENTAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The federal income tax benefit was $63,000 and $554,000 for the fiscal
years 1995 and 1994, respectively. The Company would not pay any state
income taxes on a separate company basis. Deferred tax assets of $177,000
and $234,000 as of April 29, 1995 and April 30, 1994, respectively, have
been included in the Investment by Parent. These assets primarily consist
of differences in methods of depreciation.
The difference between the Company's total tax expense and the U.S.
statutory federal income tax is due to the effect of graduated rates.
5. NOTE PAYABLE TO PARENT:
The Company has a long-term note payable to its Parent with an outstanding
principal balance of $1,436,111 and accrued interest of $270,279 and
$165,279 as of April 29, 1995 and April 30, 1994, respectively. The
interest rate is adjusted annually at the applicable federal rate (7.3% and
5.9% as of April 29, 1995 and April 30, 1994, respectively). The entire
balance was repaid on December 29, 1995.
6. RELATED PARTY TRANSACTIONS:
The Company is dependent upon its Parent for continued financing including
funding required, if any, for settlement of claims and working capital
requirements. The Company provides certain analytical laboratory services
to the Parent while the Parent provides certain corporate and
administrative support services to the Company. All revenues and expense
of these related party transactions are reflected in the income statement
as revenues and expenses and on the balance sheet as Investment by Parent.
Selling, general and administrative costs allocated to the Company were
$385,000 and $381,000 in fiscal 1995 and 1994, respectively.
In fiscal 1994, the Company was responsible for a remediation laboratory
which provided research and development services for the Parent. The
revenues and costs associated with this endeavor during fiscal 1994 were
$390,395 and $468,513, respectively. The remediation laboratory was
transferred to the Parent at the beginning of fiscal 1995. As a result of
this transfer, fixed assets with a net book value of approximately $87,000
were transferred to the Parent.
Intercompany revenues from the Parent were $5,394,651 and $6,725,787 for
the years ended April 29, 1995 and April 30, 1994, respectively, and
$2,604,126 and $2,780,543 for the six months ended October 29, 1995 and
October 28, 1994, respectively.
Certain fixed assets, not related to the remediation laboratory, were
transferred from the Company to the Parent at a net book value of $6,000
and $17,000 in fiscal 1995 and 1994, respectively.
Continued
9
GTEL ENVIRONMENTAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. COMMITMENTS AND CONTINGENCIES:
LEASE COMMITMENTS
The Company leases two of its three operating facilities under operating
leases. One of these has a renewal option, and both leases require
increasing rent payments over the term of the lease and payments for
additional expenses such as taxes and maintenance. One of the leases also
contains a purchase option. Additionally, the Company leases some
equipment and most vehicles under operating leases.
Future minimum payment under all noncancelable leases are as follows:
[Download Table]
(IN THOUSANDS)
1996 .................................. $ 498,162
1997 .................................. 404,066
1998 .................................. 150,884
1999 .................................. 111,291
2000 .................................. 110,000
2001 and thereafter ................... 18,333
----------
$1,292,736
==========
Rent expense charged to operations was $414,188 and $590,923 in fiscal
1995 and 1994, respectively.
CONTINGENCIES
In the ordinary course of conducting its business, the Company becomes
involved in a number of lawsuits and administrative proceedings, including
environmentally related matters. Some of these proceedings may result in
fines, penalties or judgments being assessed against the Company which,
from time to time, may have an impact on earnings for a particular period.
The Company does not believe that these matters, individually or in the
aggregate, will have a material adverse impact on its business or
financial condition.
8. EMPLOYEE BENEFIT PLANS:
PROFIT SHARING PLAN AND BONUS PERFORMANCE PLAN
During fiscal 1995, the Parent instituted a profit sharing plan for the
benefit of all employees meeting certain minimum service requirements.
The Parent distributes 10% of pre-tax operating income of its
consolidated subsidiaries to the employees of all subsidiaries at the
end of the second and fourth quarters of each fiscal year. The plan is
designed to encourage
Continued
10
GTEL ENVIRONMENTAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
employees to reduce overall operating costs as a percentage of net revenue. The
profit sharing expense included in the Company's financial statements was
$91,755 and $21,312 for fiscal 1995 and the six months ended October 29, 1995,
respectively.
The Parent has a bonus performance program covering eligible employees under
which awards are made at the discretion of the Compensation Committee of the
Board of Directors of the Parent. Bonus expense was approximately $71,340 and
$19,500 in fiscal 1995 and 1994, respectively.
RETIREMENT SAVINGS PLAN
The Parent has a Retirement Savings Plan under Section 401(k) of the Internal
Revenue Code for the benefit of all employees meeting certain minimum service
requirements. Eligible employees may elect to contribute to the plan up to 12%
of their cash compensation, subject to limitations established by the Internal
Revenue Code. The trustees of the plan select investment opportunities from
which participants may choose to contribute.
The plan requires a matching contribution by the Parent of 100% on the first
1%, and 25% on the next 4% of each participant's contribution up to a maximum
allowable under the Internal Revenue Code. The Parent may also contribute a
discretionary amount to the plan which may be allocated to employees based upon
employees' contributions to the plan. The Parent's matching contributions
currently vest at a rate of 25% per year based upon years of service. The
Parent's contributions to this plan which are included in the Company's
financial statements were $93,646 and $99,293 in fiscal 1995 and 1994,
respectively.
11
NYTEST ENVIRONMENTAL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
[Enlarge/Download Table]
Historical Amounts
Year Ended
----------------------------------
December 31, October 28,
1995 1995
-------------- -------------
GTEL Add
Nytest Environmental (Deduct)
Environmental, Laboratories, Pro Forma Adjusted
Inc. Inc. Adjustments Pro Forma
-------------- ------------- ----------- ---------
Revenues $6,809 $14,694 $(2,855) (1) $18,648
------ ------- ------- -------
Cost and expenses:
Cost of operations 5,191 13,366 (3,626) (1) 14,278
(813) (2)
160 (4)
Selling, general and
administrative
expenses 1,988 3,695 (163) (1)
(464) (2) 5,056
------ ------- ------- -------
Total cost and expenses 7,179 17,061 (4,906) 19,334
------ ------- ------- -------
Operating (loss) (370) (2,367) 2,051 (686)
Interest and
other expenses 120 377 (275) (1) 325
(90) (2)
193 (3)
------ ------- ------- -------
(Loss) before taxes (490) (2,744) 2,223 (1,011)
Income tax (benefit) (158) (914) 891 (5) (181)
------ ------- ------- -------
NET LOSS $ (332) $(1,830) $ 1,332 $ (830)
====== ======= ======= =======
Loss per share $ (.05) $ (.12) (6)
====== =======
Average number of shares
outstanding 6,705 6,705
====== =======
The attached notes to pro forma financial statements are made a part hereof.
NYTEST ENVIRONMENTAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
On December 31, 1995, the Company acquired, in a purchase transaction,
certain fixed and other assets (deposits, licenses, etc.) and assumed certain
liabilities of GTEL Environmental Laboratories, Inc., a wholly-owned subsidiary
of Groundwater Technology, Inc. (GTI). The transaction was affected through a
new wholly-owned subsidiary, NEI/GTEL Environmental Laboratories, Inc. ("GTEL").
The assets acquired comprise three environmental testing laboratories in
Milford, New Hampshire, Wichita, Kansas and Tampa, Florida. The purchase price
of approximately $3,080,000 is comprised of approximately $940,000 of
liabilities assumed, a subordinated convertible note of $975,000 (each of which
may be subject to further adjustment) and the payment of $1,000,000 in cash,
plus approximately $165,000 in closing costs related to the acquisition. The
purchase price was allocated $2,951,000 to fixed assets, $105,000 to current
assets and $24,000 to other assets based on their relative appraised values.
No goodwill has been recognized because the fair market value of the assets
acquired exceeded the purchase price.
The attached pro forma financial statements combine the historical
amounts of Nytest Environmental, Inc. and GTEL for the twelve month periods
ended December 31, 1995 and October 28, 1995, respectively. The historical
financial statements of GTEL Environmental Laboratories, Inc. also include the
operations and certain assets and liabilities which NEI/GTEL did not acquire.
These amounts have been eliminated in the pro forma adjustments.
After the acquisition, certain expenses (primarily corporate overhead
allocations charged by GTI) will not be incurred by GTEL. Accordingly, these
amounts have been eliminated in the pro forma statements of operations. Because
management anticipates other benefits of the acquisition, which are not in the
pro forma amounts, no representation is made that the pro forma results are
necessarily indicative of the future combined operations.
The pro forma adjustment column is comprised of the following:
1. To eliminate the revenues and the related expenses of operations
which were not acquired.
2. To eliminate depreciation costs ($890,000) and former parent
corporation allocated expenses and charges ($477,000) which would
not have occurred had the acquisition taken place at the beginning
of the period presented.
3. To record additional interest expense on borrowings for the
acquisition.
4. To record additional rent expense on property which is owned by
GTI.
5. To record the tax effect of the transaction, which is limited to
the benefit of existing NYTEST deferred tax balances, and
6. To reflect the per share effect of the transaction.
(c) Exhibits
The following Exhibits are be filed with this amendment:
2.1 Asset and Business Purchase Agreement dated December
28, 1995 and effective as of December 31, 1995
between NEI/GTEL Environmental Laboratores,
Inc. and GTEL Environmental Laboratories, Inc.
99.1 Marketing and Supply Agreement dated December 31,
1995 between NEI/GTEL Environmental Laboratories,
Inc. and Groundwater Technology, Inc.
99.2 Subordinated Convertible Note of NEI/GTEL
Environmental Laboratories, Inc. dated December 31,
1995.
99.3 Security Agreement dated December 31, 1995 among
NEI/GTEL Environmental Laboratories, Inc., GTEL
Environmental Laboraties, Inc. and Nytest
Environmental Inc.
99.4 Registration Rights Agreement dated December 28, 1995
between Nytest Environmental Inc. and Groundwater
Technology, Inc.
99.5 Guaranty of Nytest Environmental Inc. dated December
31, 1995.
99.6 Lease of 4211 West May, Wichita, KS, dated December
31, 1995.
99.7 Assignment of Patent Rights dated December 31, 1995.
[SIGNATURE PAGE FOLLOWS]
3
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 thereunto duly authorized.
March 15, 1996 NYTEST ENVIRONMENTAL INC.
By: /s/ John Gaspari
-------------------------------
John Gaspari, President and
Chief Executive Officer
By: /s/ Elliot J. Laitman
-------------------------------
Elliot J. Laitman, Chief
Financial Officer and Treasurer
4
EXHIBIT INDEX
-------------
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Asset and Business Purchase Agreement dated December
28, 1995 and effective as of December 31, 1995
between NEI/GTEL Environmental Laboratores,
Inc. and GTEL Environmental Laboratories, Inc.
99.1 Marketing and Supply Agreement dated December 31,
1995 between NEI/GTEL Environmental Laboratories,
Inc. and Groundwater Technology, Inc.
99.2 Subordinated Convertible Note of NEI/GTEL
Environmental Laboratories, Inc. dated December 31,
1995.
99.3 Security Agreement dated December 31, 1995 among
NEI/GTEL Environmental Laboratories, Inc., GTEL
Environmental Laboraties, Inc. and Nytest
Environmental Inc.
99.4 Registration Rights Agreement dated December 28, 1995
between Nytest Environmental Inc. and Groundwater
Technology, Inc.
99.5 Guaranty of Nytest Environmental Inc. dated December
31, 1995.
99.6 Lease of 4211 West May, Wichita, KS, dated December
31, 1995.
99.7 Assignment of Patent Rights dated December 31, 1995.
Dates Referenced Herein and Documents Incorporated by Reference
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