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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 19, 2003 (April 4, 2003)
SPECTRX, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) | 0-22179 (Commission File Numbers) | 58-2029543 (I.R.S. Employer Identification Nos.) |
| 6025A Unity Drive Norcross, Georgia (Address of Principal Executive Offices) | 30071 (Zip Code) |
Registrants' Telephone Number, Including Area Code: (770) 242-8723
| Item 9. REGULATION FD DISCLOSURE | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
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Item 9. Regulation FD Disclosure.
This filing rescinds and supersedes SpectRx's Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on April 4, 2003 regarding a request from Nasdaq to reflect in a pro forma balance sheet as at February 28, 2003 the sale of its BiliChek(R) Non-invasive Bilirubin Analyzer product line and related assets to Respironics, Inc.
SpectRx, Inc. previously announced the sale of its infant jaundice product line in a Form 8-K filed on March 7, 2003. The following pro forma balance sheet for SpectRx, Inc. at February 28, 2003, reflecting the sale of assets related to its infant jaundice products, is being furnished solely to comply with a request from Nasdaq to provide current information related to Nasdaq's listing requirements.
SpectRx, Inc. unaudited pro forma consolidated balance sheet at February 28, 2003.
THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION HAS BEEN PREPARED BY THE MANAGEMENT OF SPECTRX BASED ON THE HISTORICAL FINANCIAL INFORMATION OF SPECTRX. THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET IS PREPARED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS OR OF ACTUAL RESULTS THAT WOULD HAVE BEEN ACHIEVED HAD THE SALE BEEN CONSUMMATED AT THE PERIOD PRESENTED, NOR IS IT INDICATIVE OF FUTURE FINANCIAL POSITION.
THE UNAUDITED PRO FORMA FINANCIAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SPECTRX'S HISTORICAL FINANCIAL STATEMENTS AND RELATED NOTES CONTAINED IN IT'S ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, OTHER INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS WELL AS THE NOTES BELOW.
SpectRx, Inc | ||||||
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS | ||||||
(IN THOUSANDS) | ||||||
Pro forma | ||||||
February 28, | Pro forma | February 28, | ||||
2003 | Adjustments | 2003 | ||||
ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash & Cash Equivalents | $287 | $3,730 | 1 | $4,017 | ||
| Accounts Receivable | 739 | 739 | ||||
| Inventory | 605 | (602) | 3 | |||
| Other Current Assets | 881 | 881 | ||||
| Total Current Assets | 2,512 | 3,128 | 5,640 | |||
| PROPERTY & EQUIPMENT | ||||||
| Property & Equipment, Net | 549 | 549 | ||||
| Intangibles | 3,797 | 3,797 | ||||
| Total Non-Current Assets | 4,346 | 0 | 4,346 | |||
| TOTAL ASSETS | $6,858 | $3,128 | $9,986 | |||
LIABILITIES & STOCKHOLDERS' EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts Payable | $643 | $643 | ||||
| Accrued Liabilities | 664 | 664 | ||||
| Deferred Gain | 2,000 | 2,000 | ||||
| Short Term Debt | 700 | 700 | ||||
| Total Current Liabilities | 2,007 | 2,000 | 4,007 | |||
| COLLABORATIE PARTNER ADVANCE | 381 | 381 | ||||
| LONG TERM NOTES PAYABLE | 1,218 | 1,218 | ||||
| REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3,149 | 3,149 | ||||
| STOCKHOLDERS' EQUITY | ||||||
| Preferred stock | 1,195 | 1,195 | ||||
| Common stock | 11 | 11 | ||||
| Additional paid-in-capital | 47,896 | 47,896 | ||||
| Treasury stock | (95) | (95) | ||||
| Deferred compensation | (66) | (66) | ||||
| Accumulated deficit | (48,823) | 1,128 | 2 | (47,695) | ||
| Notes receivable from officers | (15) | (15) | ||||
| Total Stockholders' Equity | 103 | 1,128 | 1,231 | |||
| TOTAL LIABILITIES & EQUITY | $6,858 | $3,128 | $9,986 | |||
The unaudited pro forma financial statements, reflect the assumed consummation of the sale as of February 28, 2003.
Note 1:
Reflects $4,000,000 cash received less transaction related costs from the sale.
Note 2:
Reflects gain on sale of asset, i.e., $4,000,000 cash received less $2,000,000 deferred gain less transaction related costs and assets sold.
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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.
| SPECTRX, INC. | ||||
/s/ THOMAS H. MULLER, JR. | ||||
| By: | Thomas H. Muller, Jr. | |||
| Executive Vice President and Chief Financial Officer | ||||
| Date: May 19, 2003 | ||||
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EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |