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 12, 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)
Page 1
ITEM 5. Other Events
On June 12, 1996, one of the directors of Aquagenix, Inc. (the
"Company"), namely Mr, Jeffrey T. Katz purchased 125,000 shares ("Shares") of
the common stock of the Company pursuant to the terms of a Subscription Agree-
ment,dated as of June 12, 1996, between the Company and Mr Jeffrey T. Katz.
The aggregate purchase price was $500,000, all of which has been received in
cash by the Company.
On June 27, 1996, the Company completed two additional equity private
placements of 125,000 shares ("Shares") each to Tarragona Fund, Inc and Alpha
Atlas Fund, Ltd, at a purchase price of $4.00 per Share. The total purchase
price for the two equity private placements was $1,000,000, all of which has
been received in cash by the Company.
All of the above 375,000 Shares have been acquired solely for invest-
ment purposes. The Shares have not been registered under the the Securities Act
of 1933,as amended, or the securities laws of any state, based upon an exemption
from such registration requirements for non-public offerings pursuant to an
exemption under the Act.The Shares may not be sold or transferred unless they
have been first registered under the Act and all applicable state securities
law, or unless exemptions from such registration provisions are permitted under
the said Act.
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ITEM 7. Pro Forma Financial Statements and Exhibits
(a) Pro Forma Consolidated Balance Sheet (Unaudited) of Aquagenix, Inc.
The following pro forma consolidated balance sheet as of May 31, 1996 give
effect the above-mentioned equity private placements completed in June 1996
and the acquisition of Aquatic and Right of Way Control, Inc. ("ARC") on
June 7, 1996, assuming the transactions took place at the end of the period
presented. The computation of the resulting pro forma net tangible assets as
of May 31, 1996 has been separately presented in the attached schedule.
Reference is made to the Stock Purchase Agreement, dated as of June 7, 1996,
by and among the Company, ARC and Ray Spirnock and Shirley Spirnock, the share-
holders of ARC, filed as Exhibit 10.81 to the Current Report on Form 8-K dated
June 7, 1996.
(b) Exhibits
10.82 Subscription Agreement, dated as of June 12, 1996, between the Company
and Mr Jeffrey T. Katz.
10.83 Subscription Agreement, dated as of June 28, 1996, between the Company
and Tarragona Fund, Inc.
10.84 Subscription Agreement, dated as of June 28, 1996, between the Company
and Alpha Atlas Fund, Ltd.
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AQUAGENIX, INC. & SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS AT MAY 31, 1996
PRO FORMA PRO FORMA PRO FORMA
Assets AQUAGENIX ADJUSTMENTS ADJUSTMENTS CONSOLIDATED
(a) (b)
Current assets:
Cash and cash equivalents $ 704,032 1,500,000 98,779 2,302,811
Accounts receivable, net of allowance for doubtful acc 647,574 95,650 743,224
Income tax receivable 486,239 486,239
Inventories 450,609 450,609
Net assets of discontinued operations 1,347,640 1,347,640
Prepaid expenses and other 367,359 165 367,524
Total current assets 4,003,453 1,500,000 194,594 5,698,047
Property and equipment, net 1,841,249 48,414 1,889,663
Intangible assets, net 3,148,973 3,148,973
Deferred financing costs, net 209,948 209,948
Other assets 129,744 557 130,301
Total assets $ 9,333,367 1,500,000 243,565 11,076,932
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt $ 170,542 170,542
Borrowings under credit agreements 404,415 404,415
Accounts payable 847,969 86,993 934,962
Other current liabilities 113,240 2,813 116,053
Total current liabilities 1,536,166 0 89,806 1,625,972
Long-term debt, net of current maturities 5,263,979 5,263,979
Total liabilities 6,800,145 0 89,806 6,889,951
Stockholders' equity:
Common stock, par value 32,266 3,750 2,700 38,716
Additional paid-in capital 8,507,931 1,496,250 (2,100) 10,002,081
Retained earnings (deficit) (6,006,975) 153,159 (5,853,816)
Total stockholders' equity 2,533,222 1,500,000 153,759 4,186,981
Total liabilities and stockholders' equity $ 9,333,367 1,500,000 243,565 11,076,932
Pro Forma Adjustments
(a) Record common stock issued in connection with certain equity private place-
ments in June 1996.
(b) Record the acquisition of Aquatic and Right of Way Control, Inc. pursuant
to the terms of a Stock Purchase Agreement, dated as of June 7, 1996 which
has been filed as Exhibit 10.81 to the Current Report on Form 8-K dated
June 7, 1996. The Company has accounted for the acquisition using the
pooling of interests method.
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AQUAGENIX, INC. & SUBSIDIARIES
COMPUTATION OF PRO FORMA NET TANGIBLE ASSETS
AS AT MAY 31 ,1996
Pro Forma Stockholders' Equity $ 4,186,981
Less: Goodwill (2,816,582)
Pro Forma Net Tangible Assets $ 1,370,399
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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 under-
signed, hereunto duly authorized.
AQUAGENIX, INC.
Date: June 28, 1996 By: /s/ Helen Chia
Helen Chia, Chief Financial Officer
Page 6
INDEX TO EXHIBITS
Exhibit Description Pages
10.82 Subscription Agreement, dated as of June 12, 1-5
1996, between the Company and Mr Jeffrey
Katz.
10.83 Subscription Agreement, dated as of June 28, 1-6
1996, between the Company and Tarragona
Fund, Inc.
10.84 Subscription Agreement, dated as of June 28 1-6
1996, between the Company and Alpha Atlas
Fund, Ltd.