TURBOSONIC TECHNOLOGIES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-01-30: Form 8-K; Period of report 2012-01-30; Description 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.03.
- 2012-11-07: Form 8-K; Period of report 2012-11-06; Description 8.01 Other Events; Details 8.01.
- 2012-10-15: Form 8-K; Period of report 2012-10-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-10-12: Form 8-K; Period of report 2012-10-12; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-01-30 | 8-K | 2012-01-30 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders | 2.03 Under the terms of the secured promissory note, MEGTEC agreed to make available to us $1,000,000, which we could draw down at any time prior to the termination of the merger agreement, described below under Item 5.07, and which we may use for working capital or general corporate purposes. 5.07 On January 29, 2013, we held a special meeting of stockholders to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of October 10, 2012, by and among TurboSonic Technologies, Inc., MEGTEC Systems, Inc. and MTS WSP, Inc. as it may be amended from time to time, which, among other things, provides for the merger of MTS WSP with and into TurboSonic, with TurboSonic continuing as the surviving corporation. | form8k.htm |
| 2012-11-07 | 8-K | 2012-11-06 | 8.01 Other Events | 8.01 On October 10, 2012, our founder, executive officers and directors (who we refer to as the “affiliated stockholders”) entered into a voting agreement in connection with that certain Agreement and Plan of Merger (which we refer to as the “merger agreement”) entered into by and among TurboSonic Technologies, Inc., MEGTEC Systems, Inc. and MTS WSP, Inc., an entity wholly-owned by MEGTEC, pursuant to which MTS WSP would be merged with and into TurboSonic and we would continue as the surviving corporation. | form8k.htm |
| 2012-10-15 | 8-K | 2012-10-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2012-10-12 | 8-K | 2012-10-12 | 8.01 Other Events | 8.01 On October 12, 2012, we distributed a talking points memorandum to our employees regarding our contemplated merger with MEGTEC Systems, Inc. A copy of the memorandum is being furnished as Exhibit 99.1 to this report and incorporated herein by reference. | form8k.htm |
| 2012-10-11 | 8-K | 2012-10-11 | 8.01 Other Events | 8.01 On October 11, 2012, TurboSonic Technologies, Inc. issued a press release announcing that, following extensive negotiations, it has entered into a definitive merger agreement to be acquired by MEGTEC Systems, Inc. Upon consummation of the merger, TurboSonic stockholders will receive $0.21 in cash for each share of TurboSonic’s common stock. | form8k.htm |
| 2011-12-12 | 8-K | 2011-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (1) The options become exercisable on December 8, 2016 and expire on December 7, 2019. 5.07 On December 8, 2011, we held our annual meeting of stockholders to: (i) elect seven directors to serve for a term of one year; and (ii) and ratify the selection of our independent auditors for the year ending June 30, 2012. | form8k.htm |
| 2011-10-31 | 8-K | 2011-10-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2011-09-22 | 8-K | 2011-09-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2011-07-12 | 8-K | 2011-07-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d8k.htm |
| 2011-05-16 | 8-K | 2011-05-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d8k.htm |
| 2010-12-17 | 8-K | 2010-12-17 | 8.01 Other Events | 8.01 At 5:00 p.m., New York City time, on December 10, 2010, we completed a rights offering to existing stockholders, in which each stockholder was issued one subscription right for each two shares of common stock owned as of November 8, 2010. | form8k.htm |
| 2010-12-13 | 8-K | 2010-12-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.07 On December 9, 2010, we held our annual meeting of stockholders to: (i) elect seven directors to serve for a term of one year; and (ii) and ratify the selection of our independent auditors for the year ending June 30, 2011. | f8k.htm |
| 2010-08-26 | 8-K | 2010-08-24 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On July 23, 2010, our board of directors adopted and approved several amendments to our bylaws. | d8k.htm |
| 2010-03-09 | 8-K | 2010-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 In furtherance of the temporary actions that we have taken as outlined in item 8.01 below, Edward Spink and Egbert van Everdingen, our CEO and President respectively, on March 3rd voluntarily reduced their salaries by 30%, from $218,700 to $153,100 per annum (CAD 225,000 to CAD 157,500) for Mr. Spink and from $194,400 to $136,100 per annum (CAD 200,000 to CAD 140,000) for Mr. van Everdingen, effective for the period through to June 30, 2010. 8.01 On March 8, 2010, we issued a press release announcing actions taken to address the impact of the economic downturn in order to reduce overheads while maintaining operational flexibility. | form8k.htm |
| 2009-12-14 | 8-K | 2009-12-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | turbosonic121109f8k.htm |
| 2009-10-02 | 8-K | 2009-10-02 | 2.02 Results of Operations and Financial Condition | 2.02 On October 1, 2009, we issued a press release announcing our financial results for the quarter ended June 30, 2009. | turbosonic8k100209.htm |
| 2008-07-25 | 8-K | 2008-07-25 | 8.01 Other Events | tsta072508form8k.htm | |
| 2008-02-06 | 8-K/A | 2008-01-28 | 4.01 Changes in Registrant's Certifying Accountant | form8ka1_020608.txt | |
| 2008-02-01 | 8-K | 2008-02-01 | 4.01 Changes in Registrant's Certifying Accountant | turbo8k02012008.htm | |
| 2007-12-14 | 8-K | 2007-12-13 | 8.01 Other Events | turbo8k121307.htm | |
| 2007-09-07 | 8-K | 2007-06-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbo8k090707.htm | |
| 2007-02-16 | 8-K | 2007-02-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbo8k0216.htm | |
| 2007-02-01 | 8-K | 2007-01-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbof8k013107.htm | |
| 2007-01-11 | 8-K | 2007-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbof8k.htm | |
| 2006-10-18 | 8-K | 2006-10-18 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbof8k.htm | |
| 2006-07-17 | 8-K | 2006-07-11 | 8.01 Other Events | turbosonic8k.htm | |
| 2006-06-28 | 8-K | 2006-06-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbof8k.htm | |
| 2006-04-27 | 8-K | 2006-04-26 | 3.02 Unregistered Sales of Equity Securities | turbosonic8k.htm | |
| 2006-04-25 | 8-K | 2006-04-24 | 8.01 Other Events | turbof8k.htm | |
| 2005-12-14 | 8-K | 2005-12-12 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbosonic8k.htm | |
| 2005-12-08 | 8-K | 2005-12-08 | 7.01 Regulation FD Disclosure | turbosonic8k.htm | |
| 2005-11-28 | 8-K | 2005-11-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbosonic8k.htm | |
| 2005-11-07 | 8-K | 2005-11-04 | 1.01 Entry into a Material Definitive Agreement | tsonicf8k.htm | |
| 2005-10-17 | 8-K/A | 2005-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbosonic8ka.htm | |
| 2005-10-14 | 8-K | 2005-10-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbof8k.htm | |
| 2005-07-12 | 8-K | 2005-07-06 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | turbosonic8k.htm | |
| 2004-12-23 | 8-K | 2004-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | turbosonicdec22.htm | |
| 2004-11-05 | 8-K | 2004-11-04 | 4.01 Changes in Registrant's Certifying Accountant | turbosonic8k.htm | |
| 2004-02-19 | 8-K | 2004-02-17 | 7.01 Regulation FD Disclosure | turbosonic8k.htm | |
| 2003-09-30 | 8-K | 2003-09-29 | 2.02 Results of Operations and Financial Condition | d57046_8-k.txt | |
| 2003-05-13 | 8-K | 2003-05-13 | 7.01 Regulation FD Disclosure | d55597_8k.txt | |
| 2003-05-13 | 8-K | 2003-05-12 | 7.01 Regulation FD Disclosure | d55527_8k.txt | |
| 2003-02-13 | 8-K | 2003-02-13 | 7.01 Regulation FD Disclosure | d53658_8-k.txt | |
| 2002-12-13 | 8-K | 2002-12-12 | 8.01 Other Events | d52972_8k.txt | |
| 2002-09-30 | 8-K | 2002-09-25 | 7.01 Regulation FD Disclosure | d52058_8-k.txt | |
| 2001-08-16 | 8-K | 2001-08-06 | 8.01 Other Events | d26574_8-k.txt | |
| 1999-05-28 | 8-K/A | 1997-05-29 | 9.01 Financial Statements and Exhibits | ||
| 1998-06-23 | 8-K/A | 1997-10-01 | 1.03 Bankruptcy or Receivership | ||
| 1998-02-20 | 8-K | 1998-02-16 | 4.01 Changes in Registrant's Certifying Accountant | ||
| 1997-10-01 | 8-K | 1997-10-01 | 1.03 Bankruptcy or Receivership | ||
| 1997-07-29 | 8-K | 1997-07-28 | 1.03 Bankruptcy or Receivership | ||
| 1997-05-29 | 8-K | 1997-05-28 | 2.01 Completion of Acquisition or Disposition of Assets | ||
| 1997-03-31 | 8-K | 1997-03-31 | 8.01 Other Events | ||
| 1996-10-10 | 8-K | 1996-10-10 | 1.03 Bankruptcy or Receivership; 5.01 Changes in Control of Registrant; 8.01 Other Events |