UNITED STATES
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): October 24, 2016
ENERGY & ENVIRONMENTAL SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-33259 73-1620724
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6300 N.W. Expressway,
Oklahoma City, Oklahoma 73132
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (800) 635-7716
Enerlabs, Inc.
800 Northeast 63rd Street,
Oklahoma City, Oklahoma 73105
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(Former name or former address if changed since last report)
Check 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)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On October 24, 2016, the Company acquired Energy and Environmental
Services, Inc. ("EES") in exchange for 32,000,000 shares of the Company's common
stock.
Following the acquisition of EES, the Company had 47,994,944 outstanding
shares of common stock.
On January 12, 2017, the closing price of the Company's common stock was
$1.25 per share.
Item 2.01 Completion of Acquisition or Disposition of Assets
See Item 1.01 of this report.
Item 3.02 Unregistered Sales of Equity Securities
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with the issuance of the securities
described in Item 1.01 of this report. The person who acquired these shares was
a sophisticated investor and was provided full information regarding the
Company's business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The person who acquired
these securities acquired them for its own account. The certificate representing
these securities bears a restricted legend providing that they cannot be sold
except pursuant to an effective registration statement or an exemption from
registration. No commission was paid to any person in connection with the
issuance of these securities.
Item 8.01 Other Events
Following the acquisition of EES, the Company:
o changed its name to Energy and Environmental Services, Inc.; and
o changed its trading symbol to "EESE".
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.
Date: January 16, 2017.
ENERGY AND ENVIRONMENTAL SERVICES, INC.
By: /s/ Melvin B. Smith
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Melvin B. Smith, President and Chief
Executive Officer
