SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 9, 1998
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American Consolidated Laboratories, Inc.
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(Exact Name of Registrant as Specified on its Charter)
Florida 000-18448 59-2624130
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(State or Other Jurisdiction (Commission File IRS Employer
of Incorporation) Number) Identification No.
1640 North Market Drive, Raleigh, North Carolina 27609
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (919) 872-0744
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1997, the Registrant entered into a loan agreement (the "Loan
Agreement") with Sirrom Investments, Inc. ("Sirrom"), such loan secured by
substantially all of the assets of the Registrant and its subsidiaries (the
"Assets"). Sirrom subsequently gave notice of a default under the Loan
Agreement, instituted foreclosure proceedings and held a public foreclosure sale
on January 9, 1998 (the "Foreclosure Date") at which the Assets were sold. This
Form 8-K is being filed with respect to the sale of the Assets.
The Loan Agreement provided for the Registrant to borrow $1,575,000 at
an interest rate of thirteen and one-half percent (13.5%) per annum (computed on
the basis of a 360-day year), such interest payable on the first day of each
month beginning in July 1997 until April 25, 2002, at which time the entire
outstanding principal balance, together with all accrued and unpaid interest,
was to become immediately due and payable in full. Concurrently with execution
of the Loan Agreement, the Registrant also entered into a Security Agreement
(the "Security Agreement") with NovaVision, Inc., Biopolymer Corporation,
Salvatori Ophthalmic Manufacturing Corporation, S-O Nebraska, Inc., Wolcon Labs,
Inc. and Carolina Contact Lens, Inc. (collectively, the "Grantors") and Sirrom
(as agent pursuant to a certain Intercreditor Agreement of even date therewith
by and between Tullis-Dickerson Capital Focus, L.P. ("TDCFLP"), Sirrom
Investments, Inc. and the Grantors), pursuant to which the Registrant's
obligations under the Loan Agreement and pursuant to its notes dated May 7, 1997
in principal amounts of 550,000 and 520,000 and held by TDCFLP and Sirrom,
respectively, were secured by substantially all of the assets of both it and its
subsidiaries. On September 30, 1997, the Registrant entered into First Amendment
to Loan Documents, pursuant to which the Registrant became entitled to borrow an
additional $850,000 and certain amendments were made to the Loan Agreement.
After such date, the Registrant experienced financial difficulty, and, on
December 19, 1997, Sirrom gave notice to the Registrant of a default under the
Loan Agreement and of its intentions to conduct a public foreclosure sale on the
Foreclosure Date. Public notice was published in accordance with applicable law
beginning on December 31, 1997. At the Foreclosure Date, the balance outstanding
secured by the Security Agreement exceeded $3,338,742.06. The high bid at the
foreclosure sale, and the resulting sale price of the Assets, was $2,488,742.06.
ITEM 5. OTHER EVENTS
Effective January 9, 1998, upon disposition of substantially all of the
Registrant's assets, all of the Registrant's officers and directors resigned
their positions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
The exhibits to this Form 8-K are listed in the accompanying
Index to Exhibits.
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.
AMERICAN CONSOLIDATED LABORATORIES, INC.
(Registrant)
Date: January 9, 1997 By: /s/ Kenneth C. Kirkham
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Kenneth C. Kirkham
Chief Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed as part of this report:
Exhibit No. Description
*3(a)(1) Articles of Incorporation of the Registrant, as amended,
filed as Exhibit 3(a) to the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1997.
*3(a)(2) Articles of Merger of NovaVision, Inc. into NV
Acquisition, Inc. dated April 7, 1997 filed as Exhibit
3(a)(2) to the Registrant's Current Report on Form 8-K
dated May 7, 1997.
*3(b) Bylaws of the Registrant, as amended, filed as Exhibit
3(b) to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1997.
*4(a) Loan Agreement dated as of May 7, 1997 by and between the
Registrant and Sirrom Investments, Inc.
*4(b) Joint and Several Unconditional Continuing Guaranty dated
as of May 7, 1997 of Loan Agreement dated as of May 7,
1997 by the Registrant, NovaVision, Inc., Biopolymer
Corporation, Salvatori Ophthalmic Manufacturing
Corporation, S-O Nebraska, Inc., Wolcon Labs, Inc. and
Carolina Contact Lens, Inc.
*4(c) Promissory Note dated May 7, 1997 by and between the
Registrant and Sirrom Investments, Inc.
*4(d) Intercreditor Agreement dated as of May 7, 1997, among the
Registrant, Sirrom Investments, Inc., TDCFLP, NovaVision,
Inc., Biopolymer Corporation, Salvatori Ophthalmic
Manufacturing Corporation, and Carolina Contact Lens, Inc.
*4(e) Security Agreement dated as of May 7, 1997, by and between
the Registrant NovaVision, Inc., Biopolymer Corporation,
Salvatori Ophthalmic Manufacturing Corporation, S-O
Nebraska, Inc., Wolcon Labs, Inc. and Carolina Contact
Lens, Inc. (collectively, the "Grantors") and Sirrom
Investments, Inc., as agent pursuant to that certain
Intercreditor Agreement of even date herewith by and
between TDCFLP, Sirrom Investments, Inc. and the Grantors.
*4(f) Trademark and Patent Security Agreement dated as of May 7,
1997, by and between the Registrant and Sirrom
Investments, Inc., as agent pursuant to that
certain Intercreditor Agreement of even date herewith by
and between TDCFLP, Sirrom and the Grantors.
*4(g) Stock Pledge Agreement dated as of May 7, 1997, by and
between the Registrant, and Sirrom Investments, Inc., as
agent pursuant to that certain Intercreditor Agreement of
even date herewith by and between TDCFLP, Sirrom and the
Grantors.
*4(h) Stock Purchase Warrant dated as of May 7, 1997, issued by
the Registrant to Merger Investments, Inc.
4(i) First Amendment to Loan Documents dated September 30, 1997
between the Registrant and Sirrom.
*Incorporated by reference to the document indicated