8-K 1 jan602-8k.txt 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): January 6, 2003 ---------------------------- BBJ ENVIRONMENTAL TECHNOLOGIES, INC. ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 0-24016 65-1148155 ---------------------------- ------------------- ------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6802 Citicorp Blvd., Suite 500, Tampa, Florida 33619 -------------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 622-8550 ------------------------ Not Applicable ----------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 3 Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated January 6, 2003, reporting U.S. Environmental Protection Agency registration of new antimicrobial product. Item 9. Regulation FD Disclosure. On January 6, 2003, BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), issued a press release announcing that the U.S. Environmental Protection Agency has granted registration to the Company for BBJ Microbiocide For Air Ducts, its new antimicrobial product for use in air duct systems. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This press release is furnished pursuant to Item 9 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this report (including the exhibit hereto) is not to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, regardless of any general or specific incorporation language in such filing. [Rest of Page Intentionally Blank. Signature on Following Page.] Page 2 of 3 SIGNATURE 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. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. Date: January 8, 2003 By: /s/ Jerry V. Schinella --------------------------------- Jerry V. Schinella President and Chief Financial Officer Page 3 of 3 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 99.1 Press Release, dated January 6, 2003, reporting U.S. Environmental Protection Agency registration of new antimicrobial product.

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: October 23, 2002

BBJ ENVIRONMENTAL TECHNOLOGIES, INC.

Nevada		0-24016		65-1148155
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6802 Citicorp Blvd., Suite 500, Tampa, Florida		33619
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (813) 622-8550

Not Applicable

(Former name or former address, if changed since last report.)

Item 5. Other Events and Regulation Disclosure

On October 23, 2002, BBJ Environmental Technologies, Inc. received $517,000 in cash through the sale of its restricted Common Stock to an offshore bank. Pursuant to this private placement, BBJ sold 4,700,000 shares of its Common Stock at a cash purchase price of $.11 per share. In consideration of the purchase price, BBJ also issued to the offshore investor, warrants to purchase 413,600 shares of its restricted Common Stock exercisable at $.30 per share until their expiration date on October 31, 2004. Exemption from registration is claimed under Regulation S of the Securities Act of 1933, as amended, inasmuch as the offering qualified as an offshore offering to non-U.S. persons under the Securities Act.

Item 7. Financial Statements and Exhibits

99.1 Form of Subscription Agreement for offshore offering

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.

BBJ ENVIRONMENTAL TECHNOLOGIES, INC. By: /s/ JERRY V. SCHINELLA Jerry V. Schinella, President & CFO

Date: October 31, 2002

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