content: <PAGE>  1
  ==============================================================================
  
  
  
  
  
                       U.S. 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 7, 1998 (December 23, 1997)
  
                                 ICHOR CORPORATION
              (Exact name of Registrant as specified in its charter)
  
  
                                     Delaware
                            (State of Incorporation)
  
  
                 000-25132                                 25-1741849
        (Commission File Number)            (I.R.S. Employer Identification No.)
  
  
          Suite 1250, 400 Burrard Street, Vancouver, British Columbia  V6C 3A6
            (Address of principal executive offices, including postal code)
  
  
                                  (604) 683-5767
                (Registrant's telephone number, including area code)
  
  
  
  
  
  
  
  
  ==============================================================================
  
  
  
  
  <PAGE>  2
  
                                       -2-
  
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
  On December 23, 1997, ICHOR Corporation ("Ichor") entered into an agreement to
  acquire (the "Acquisition") all of the shares of Gruppo San Rocco SpA ("GSR"), 
  a company organized under the laws of Italy, based near Milan, Italy and 
  engaged in machine tool manufacturing, in exchange for 975,000 shares of 
  common stock and 4,025 shares of preferred stock (the "Preferred Stock") of 
  Ichor.  The completion of the transaction is subject to various conditions, 
  including the completion of an audit of GSR's financial statements
  for the year ended December 31, 1997 in accordance with U.S. generally 
  accepted accounting principles.
  
  GSR's products include high precision horizontal and vertical milling machines 
  and machine tool accessories which are sold to major manufacturers in Europe, 
  East Asia and North America.  In the year ended December 31, 1996, GSR's 
  revenues were approximately $16 million.
  
  In connection with the Acquisition, Logan International Corp. ("Logan")
  and Drummond Financial Corporation ("Drummond"), Ichor's majority 
  shareholders, entered into a securities exchange agreement with GSR's 
  shareholders on December 23, 1997 to purchase 1,400 shares of the Preferred 
  Stock in exchange for 1,497,660 issued and outstanding shares of common stock 
  of Ichor and the assignment of certain indebtedness of Ichor owing to Drummond 
  in the principal amount of $390,000.  The exchange consideration is subject to 
  adjustment in certain circumstances. The exchange is scheduled to close 
  contemporaneously with the Acquisition and is subject to various conditions, 
  including the refinancing of GSR's current credit facilities.  Upon completion 
  of these transactions, the board of directors of Ichor will be increased to 
  five directors, consisting of two nominees of GSR's current shareholders, two 
  nominees of Logan and Drummond, and one nominee appointed jointly by both 
  groups.
  
  On December 23, 1997, Ichor sold all of the shares of its wholly-owned 
  subsidiary Ortek, Inc., which operates a waste oil refinery near Chicago,
  Illinois, to Evergreen Holding Inc. for approximately $1,000,000, consisting 
  of an initial payment of $320,000 and a final payment of $680,000 plus 
  interest on or before December 23, 1998.  Approximately $800,000 will be used 
  to repay certain debts.
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>  3
  
                                       -3-
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
  Exhibit
  Number                                Description
  -------                               -----------
  
    2.1      Purchase Agreement among ICHOR Corporation and the shareholders of
             Gruppo San Rocco SpA dated for reference December 23, 1997.
  
    2.2      Stock Purchase Agreement between ICHOR Corporation and Evergreen
             Holding Inc. dated December 23, 1997.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>  4
  
                                       -4-
  
  
  
  
                                   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, thereunto duly authorized.
  
  
  
  
                                         ICHOR CORPORATION
  
                                         By:      /s/ Michael J. Smith
                                              ---------------------------------
                                              Michael J. Smith, Chief Financial
                                              Officer and Director
  
  
  Date:  January 7, 1998
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>  5
  
  
                                  ICHOR CORPORATION
                                       FORM 8-K
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                                Description
  -------                               -----------
  
    2.1      Purchase Agreement among ICHOR Corporation and the shareholders of
             Gruppo San Rocco SpA dated for reference December 23, 1997.
  
    2.2      Stock Purchase Agreement between ICHOR Corporation and Evergreen
             Holding Inc. dated December 23, 1997.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF ICHOR CORPORATION", "secsgml_size_bytes": 5460}]
metadata_filer: {"company-data": {"conformed-name": "ICHOR CORP", "cik": "0000927761", "assigned-sic": "4955", "irs-number": "251741849", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25132", "film-number": "98502397"}, "business-address": {"street1": "300 OXFORD DR", "city": "MONROEVILLE", "state": "PA", "zip": "15146", "phone": "4128562200"}, "mail-address": {"street1": "300 OXFORD DR", "city": "MONROEVILLE", "state": "PA", "zip": "15146"}, "former-company": {"former-conformed-name": "PDG REMEDIATION INC", "date-changed": "19940801"}}
text: 1
  ==============================================================================
  
                       U.S. 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 7, 1998 (December 23, 1997)
  
                                 ICHOR CORPORATION
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
                            (State of Incorporation)
  
                 000-25132                                 25-1741849
        (Commission File Number)            (I.R.S. Employer Identification No.)
  
          Suite 1250, 400 Burrard Street, Vancouver, British Columbia  V6C 3A6
            (Address of principal executive offices, including postal code)
  
                                  (604) 683-5767
                (Registrant's telephone number, including area code)
  
  ==============================================================================
  2
  
                                       -2-
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
  On December 23, 1997, ICHOR Corporation ("Ichor") entered into an agreement to
  acquire (the "Acquisition") all of the shares of Gruppo San Rocco SpA ("GSR"), 
  a company organized under the laws of Italy, based near Milan, Italy and 
  engaged in machine tool manufacturing, in exchange for 975,000 shares of 
  common stock and 4,025 shares of preferred stock (the "Preferred Stock") of 
  Ichor.  The completion of the transaction is subject to various conditions, 
  including the completion of an audit of GSR's financial statements
  for the year ended December 31, 1997 in accordance with U.S. generally 
  accepted accounting principles.
  
  GSR's products include high precision horizontal and vertical milling machines 
  and machine tool accessories which are sold to major manufacturers in Europe, 
  East Asia and North America.  In the year ended December 31, 1996, GSR's 
  revenues were approximately $16 million.
  
  In connection with the Acquisition, Logan International Corp. ("Logan")
  and Drummond Financial Corporation ("Drummond"), Ichor's majority 
  shareholders, entered into a securities exchange agreement with GSR's 
  shareholders on December 23, 1997 to purchase 1,400 shares of the Preferred 
  Stock in exchange for 1,497,660 issued and outstanding shares of common stock 
  of Ichor and the assignment of certain indebtedness of Ichor owing to Drummond 
  in the principal amount of $390,000.  The exchange consideration is subject to 
  adjustment in certain circumstances. The exchange is scheduled to close 
  contemporaneously with the Acquisition and is subject to various conditions, 
  including the refinancing of GSR's current credit facilities.  Upon completion 
  of these transactions, the board of directors of Ichor will be increased to 
  five directors, consisting of two nominees of GSR's current shareholders, two 
  nominees of Logan and Drummond, and one nominee appointed jointly by both 
  groups.
  
  On December 23, 1997, Ichor sold all of the shares of its wholly-owned 
  subsidiary Ortek, Inc., which operates a waste oil refinery near Chicago,
  Illinois, to Evergreen Holding Inc. for approximately $1,000,000, consisting 
  of an initial payment of $320,000 and a final payment of $680,000 plus 
  interest on or before December 23, 1998.  Approximately $800,000 will be used 
  to repay certain debts.
  3
  
                                       -3-
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
  Exhibit
  Number                                Description
  -------                               -----------
  
    2.1      Purchase Agreement among ICHOR Corporation and the shareholders of
             Gruppo San Rocco SpA dated for reference December 23, 1997.
  
    2.2      Stock Purchase Agreement between ICHOR Corporation and Evergreen
             Holding Inc. dated December 23, 1997.
  4
  
                                       -4-
  
                                   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, thereunto duly authorized.
  
                                         ICHOR CORPORATION
  
                                         By:      /s/ Michael J. Smith
                                              ---------------------------------
                                              Michael J. Smith, Chief Financial
                                              Officer and Director
  
  Date:  January 7, 1998
  5
  
                                  ICHOR CORPORATION
                                       FORM 8-K
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                                Description
  -------                               -----------
  
    2.1      Purchase Agreement among ICHOR Corporation and the shareholders of
             Gruppo San Rocco SpA dated for reference December 23, 1997.
  
    2.2      Stock Purchase Agreement between ICHOR Corporation and Evergreen
             Holding Inc. dated December 23, 1997.