SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28 1997 ----------------------------------------- Date of Report (date of earliest event reported) BIOMERICA, INC. ---------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-08765 95-2645573 ------------ --------- --------------- (State or Other (Commission (IRS Employee Jurisdiction of File Number) Identification Number) 1533 Monrovia Avenue Newport Beach, California 92663 ------------------------------- (Address of Principal Executive Offices Including Zip Code) 714-645-2111 ---------------------- (Registrant's Telephone Number, Including Area Code) ---------------------------------- (Former Name or Former Address if Changed Since Last Report) page 1 of 4 pages Item 1. Change of Control. On April 28, 1997, Joseph Irani, Chief Executive Officer, Director and control shareholder of Biomerica, Inc. (the `Company'') died of natural causes. Mr. Irani was the beneficial owner of 15% of the outstanding shares of common stock of the Company (the `Shares'') as defined under Rule 13d-3. The Shares are currently being probated in the estate of Mr. Irani. The Company is not aware of any arrangements that may result in the change of control at a date subsequent to this report. The Company added Janet Moore and Zackary Irani to the Board of Directors. Mr. Zackary Irani replaced Mr. Joseph Irani as the interim Chief Executive Officer. (C) Exhibits 99.1 Press Release dated April 30, 1997. 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. Dated: May 13, 1997 Biomerica, Inc. By: /S/Zackary S. Irani ---------------------- Zackary S. Irani President EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE --------------------- Contact: Zackary S. Irani Tel. 714-645-2111 Biomerica Announces Death of its Chairman & CEO New Board Members Elected NEWPORT BEACH, California - April 30 - BIOMERICA, INC. (NASDAQ: BMRA) has announced that its founder, chairman and CEO Joseph Irani, has died from natural causes. The company has added two new board members, and appointed Janet Moore as the new Chairperson of the Board of Directors. Mr. Zackary S. Irani has been appointed to the Board of Directors and as the interim CEO. Janet Moore has served the company for over 20 years, most recently as controller and secretary. Zackary Irani, the Vice President of Business Development, has served the company for over 10 years and holds an MBA degree. BIOMERICA develops, manufactures, and markets advanced diagnostic products for