U.S. SECURITIES & 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) June 7, 1996
AQUAGENIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24490 65-0419263
(State or other jurisdiction of (Commission File Number) (I.R.S.Employer
incorporation) Identification No.)
6500 Northwest 15th Avenue, Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 975-7771
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. Acquisition of Assets
On June 7, 1996, Aquagenix, Inc. (the "Company") acquired 100% of the
voting common stock of Aquatic and Right of Way Control, Inc. ("ARC")
pursuant to the terms of a Stock Purchase Agreement, dated as of June 7,
1996 (the "Stock Purchase Agreement"), by and among the Company, ARC and
Ray Spirnock and Shirley Spirnock, the shareholders of ARC. The aggregate
purchase price was $1,500,000, of which $1,350,000 was paid by the
issuance of 270,000 shares of the Company's common stock to the former
shareholders of ARC and $150,000 was paid in cash. The cash portion was
funded out of cash flows from operations. The assets being acquired from
ARC comprise mainly recurring service contracts, accounts receivable and
industrial vegetation management equipment.
Based on the audited accounts for the year ended December 31, 1995, ARC
had total revenues and net income of approximately $1,100,000 and
$134,000, respectively. As at December 31, 1995, ARC had a net worth
of approximately $152,000. Revenues to be generated for the year
ending December 31, 1996 as a result of the ARC acquisition are expected
to be approximately $1,500,000. The ARC acquisition will be accounted
for by the pooling of interests method, whereby the common stock issued
as consideration will be recorded in an amount equal to the net book
value of the acquired assets and liabilities of ARC; thus no goodwill
will be recorded.
In connection with the acquisition, the Company has entered into a two-
year employment agreement with Ray Spirnock.
ARC was a leading provider of industrial vegetation and utility right of
way management services in Florida, Georgia and Alabama. These services
include the control of noxious weeds in the right of way areas adjacent
to distribution and transmission power lines. The Company intends to
continue the existing business and to further develop the industrial
vegetation and utility right of way management services conducted by ARC.
ITEM 7. Financial Statements and Pro Forma Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is currently impracticable to provide the financial information
required pursuant to Item 310 of Regulation S-B. This Report will be
amended within 60 days of the date this Report is filed to include
such financial information.
(b) Pro Forma Condensed Consolidated Financial Statements (Unaudited)
of Aquagenix, Inc.
It is currently impracticable to provide the pro forma financial
information required pursuant to Item 310(d) of Regulation S-B.
This Report will be amended within 60 days of the date this Report
is filed to include such pro forma financial information.
(c) Exhibit
10.81 Stock Purchase Agreement, dated as of June 7, 1996, by
and among the Company, ARC and Ray Spirnock and
Shirley Spirnock, the shareholders of ARC.
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.
AQUAGENIX, INC.
Date: June 19, 1996 By: /s/ Helen Chia
Helen Chia,
Chief Financial Officer