SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
August 29, 2014
ENVIRO VORAXIAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Idaho
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000-30454
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83-0266517
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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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821 N.W. 57
th
Place, Fort Lauderdale, Florida 33309
(Address of Principal Executive Office) (Zip Code)
(954) 958-9968
(Registrant’s telephone number, including area code)
_____________________________________________________________
(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))
Item 3.03 Material Modification to Rights of Security Holders.
Effective August 29, 2014, Enviro Voraxial Technology, Inc. (the “Company”) extended the expiration dates of all of its issued and outstanding common stock purchase options to November 15, 2023 and reduced the exercise price of such options to $0.05 per share. The options to purchase up to an aggregate of 13,465,000 shares of common stock were initially issued to seven employees and consultants. A form of the notice confirming the amendments to the options is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 29, 2014, the current members of the Company’s board of directors appointed Raynard Veldman to serve on the board of directors. In accordance with the Company’s bylaws, Mr. Veldman was appointed to the board of directors to fill the vacancy created by Alberto Di Bella’s retirement in 2011.
Mr. Veldman, age 54, served as vice president for Magnablend, Inc., a custom chemical blending and manufacturing company from February 2012 to July 2014. From April 2001 through February 2012 he served as business and product manager for Weatherford, Inc. in their Engineered Chemistry Division. He has over 30 years of experience in the domestic and international oil and gas industry. Mr. Veldman has a M.S. in Chemical Engineering from the University of Houston and a B.S. in Chemical Engineering from the University of Texas. He has also served as a consultant to the Company.
The information provided under Item 3.03 is incorporated herein by reference. Mr. Veldman beneficially owns option to purchase an aggregate of 1,000,000 shares of common stock. In addition, John DiBella, the Company’s sole officer, beneficially owns options to purchase an aggregate of 7,700,000 shares of common stock.
Except as otherwise disclosed herein, there are no related party transactions between the Company and the newly appointed director requiring disclosure under Item 404(a) of Regulation S-K.
Except as otherwise disclosed herein, no arrangements or understandings and no family relationships exist between Mr. Veldman and the Company or any director or executive officer of the Company. Except as otherwise disclosed herein, no arrangements or understandings and exist between Mr. Veldman and the Company or any director or executive officer of the Company. Mr. Veldman is determined to be an “independent director” as defined under NASDAQ Rule 4200(a)(15).
Item 7.01 Regulation FD Disclosure.
As disclosed in Item 5.02 above, on September 5, 2014 the Company issued a press release announcing its appointment of Raynard Veldman to the board of directors. A copy of this press
release is included as Exhibit 99.1 to this report. Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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4.1
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Form of Notice Regarding the Amendment to Option.
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99.1
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Press Release dated September 5, 2014
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
ENVIRO VORAXIAL TECHNOLOGY, INC.
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Date: September 5, 2014
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/s/ John DiBella
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Exhibit 99.1
ENVIRO VORAXIAL TECHNOLOGY, INC.
__________________________________________________________________________________________________
821 NW 57
th
Place, Fort Lauderdale, FL 33309
Phone: (954) 958-9968
Fax: (954) 958-8057
For Release: IMMEDIATE
Enviro Voraxial Technology Appoints
New Board Member
FORT LAUDERDALE, FL.-- September 5, 2014 - Enviro Voraxial Technology, Inc. (OTCOB:EVTN) announced today that Mr. Raynard Veldman has joined EVTN’S Board of Directors.
Mr. Veldman brings to EVTN over 30 years of experience in the domestic and international oil and gas industry, which includes a specific focus on business unit management, product line management, R&D and tech services, sales and engineering. Mr. Veldman has extensive knowledge in pumping services, chemical manufacturing, produced water management, oil and gas production, gas processing and oil refining. Recently, Mr. Veldman has been employed in in senior management positions in business and product development at oil field chemicals manufacturing and upstream service companies. Mr. Veldman has a M.S. in Chemical Engineering from the University of Houston and a B.S. in Chemical Engineering from the University of Texas.
“I am excited to join EVTN’s Board,” stated Mr. Veldman. “The Voraxial Separator has attained recognition in the oilfield water treatment market and we have a tremendous opportunity to make improvements in our market share.”
“All of us at EVTN are proud to welcome such a distinguished individual to our Company,” stated John A. DiBella, CEO of EVTN. “Mr. Veldman has already helped us establish valuable contacts and sales opportunities in the oil industry.”
About EVTN:
EVTN is the developer and manufacturer of the Voraxial
®
Separator, a unique, patented, in-line turbo-separator that provides a cost effective method to efficiently separate large volumes of solids and liquids with different specific gravities and without the need of a pressure drop. The Voraxial
®
provides highly efficient bulk separation while requiring less space, energy and weight than conventional separators processing the same volume. The Voraxial
®
is capable of simultaneously separating up to three components, such as oil, water and sand. The Voraxial
®
can be used as a stand-alone separator or incorporated with other equipment to provide a complete turnkey solution that allows customers to treat a variety of fluid streams while reducing treatment cost and increasing separation efficiency.
The separation market encompasses a series of multibillion dollar segments, spread globally across many industries and applications. EVTN continues to pursue the oil & gas industry but is also processing proposals from other industries such as mining, food
processing, manufacturing and oil spill industries. EVTN owns significant IP surrounding the Voraxial
®
and has new innovations under development. Please see
www.evtn.com
for additional information.
Safe Harbor Disclosure
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This Press Release contains or incorporates by reference "forward-looking statements," including certain information with respect to plans and strategies of Enviro Voraxial Technology, Inc. For this purpose, any statements regarding this announcement, which are not purely historical, are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including Enviro Voraxial Technology, Inc. beliefs, expectations, hopes or intentions regarding the future. All forward-looking statements are made as of the date hereof and based on information available to Enviro Voraxial Technology, Inc. as of such date. There are a number of important factors that could cause actual events or actual results of EVTN to differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, those discussed under the section entitled "Risk Factors" in EVTN’s Annual Report on Form 10-K for the year ended December 31, 2013, which is available at the U.S. Securities and Exchange Commission website at
www.sec.gov
.
CONTACT:
Enviro Voraxial
Technology, Inc., Fort Lauderdale
Laura DiBella: (954) 958-9968
E-mail:
sales@evtn.com
Company web site:
http://www.evtn.com