UNITED STATES
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): November 23, 2005
COMMODORE APPLIED TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11871 11-3312952
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
150 East 58th Street, Suite 3238 10155
New York, New York
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
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(Former Name or Former Address, if Changed Since Last Report)
CURRENT REPORT ON FORM 8-K
COMMODORE APPLIED TECHNOLOGIES, INC.
November 28, 2005
ITEM 7.01 REGULATION FD DISCLOSURE
8-K Filing Regarding the Recording of an Embedded Derivative Liability
On November 23, 2005, Commodore Applied Technologies, Inc. (the
"Company") issued its restated June 30, 2005 2nd Quarter earnings on form 10Q/A.
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q/A is to
restate the Company's consolidated condensed financial statements for the three
and six months ended June 30, 2005 (the "Financial Statements") and to modify
the related disclosures. Please see Note B and H to the Financial Statements
included in the amended Form 10-Q.
The restatement arose from the Company's determination that it had not
accounted for the embedded conversion option of the Convertible Secured Note and
the Series I Convertible Preferred Stock entered into on April 12, 2005 as
embedded derivatives. The Company has determined that the fair value of the
embedded derivatives should be recorded as a liability, with any changes in the
fair value of the embedded derivatives between reporting dates as a derivative
loss or gain, as appropriate. The Company has also shown the effects of the
reverse stock split effective August 29, 2005, and has also shown separately the
effect of dividends accrued to preferred stockholders on loss per share, due to
the reduced number of common shares outstanding. Subsequent to the reverse stock
split, the effect of dividends accrued to preferred stockholders affected loss
per share.
This amended Form 10-Q/A does not attempt to modify or update any other
disclosures set forth in the original Form 10-Q, except as required to reflect
the effects of the restatement as described in Note B and H to the Financial
Statements included in the amended Form 10-Q/A. Additionally, this amended Form
10-Q/A, except for the restatement information and the effects of the reverse
stock split, speaks as of the filing date of the original Form 10-Q and does not
update or discuss any other Company developments after the date of the original
filing. All information contained in this amended Form 10-Q/A and the original
Form 10-Q is subject to updating and supplementing as provided in the periodic
reports that the Company has filed and will file after the original filing date
with the Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Table Summarizing Results of Restatement to June 30, 2005
Results.
The information contained in this report is being furnished pursuant to
Item 7.01, Regulation FD Disclosure, and Item 9.01, Financial Statements and
Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMMODORE APPLIED TECHNOLOGIES, INC.
Date: November 28, 2005 By: /s/ James M. DeAngelis
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James M. DeAngelis
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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99.1 Table Summarizing Results of Restatement to
June 30, 2005 Results of Commodore Applied
Technologies, Inc. on form 10Q/A issued on
November 23, 2005.
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