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) December 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 (I.R.S.Employer
incorporation) Number) 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 5. On December 7, 1996, Aquagenix, Inc. (the "Company"), through its
wholly owned subsidiary, merged with Aquatic Dynamics, Inc. ("ADI"),
an Arizona corporation, with the Company becoming the surviving
entity, pursuant to the terms of a Stock Exchange Agreement and Plan
of Merger, dated as of December 7, 1996, by and among the Company,
Aquagenix Governmental Services, Inc., ADI and Pat Church and Stephen
Church, the shareholders of ADI. The aggregate purchase price was
$1,000,000, of which (a) $750,000 was paid by the issuance of 133,333
shares of the Company's common stock to the former shareholders of
ADI; (b) $200,000 was paid by the issuance of an instalment note due
on January 15, 1997 bearing interest at 7% and (c) $50,000 was paid
cash. The cash portion was funded out of the proceeds from certain
private equity placements which took place in June 1996. The assets
being acquired from ADI comprise mainly vehicles and equipment,
accounts receivable, marketable securities and recurring service
contracts.
Based on the unaudited accounts for the 7 months ended October 31,
1996, ADI had total revenues and net income of approximately
$1,100,000 and $163,000, respectively. Revenues to be generated
for the year ending December 31, 1996 are expected to be approximately
$1,800,000.
In connection with the acquisition, the Company has entered into two-
year employment agreements with the former shareholders of ADI. They
will remain on in management and will be responsible for the Company's
western operations.
ADI, an Arizona-based private company founded in 1974, is a full-
service aquatic vegetation management firm whose experience and
services span the gamut of surface water management needs, including
residential, commercial, industrial and governmental projects,
irrigation and effluent reuses water systems, lake and pond management
and ongoing waterway maintenance. ADI has been a leading provider
of aquatic management services throughout Arizona and the southwestern
United States. The ADI acquisition has established the Company's
market presence in the southwestern United States with ADI serving
as the hub of operations in that region. The Company intends to
continue and further develop the existing business of ADI under its
new name, namely, Aquagenix Land-Water Technologies of Arizona, Inc.
Under SEC regulations, this acquisition is not considered a
significant acquisition based on the current financials of the
Company; however, it is expected by management to contribute
substantially to the Company's revenues and profitability in the
next few years.
ITEM 7. Financial Statements and Pro Forma Financial Statements and
Exhibits
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Condensed Consolidated Financial Statements of
Aquagenix, Inc.
Not Applicable.
(c) Exhibit
Agreement and Plan of Merger, dated as of December 7, 1996,
by and among the Company, Aquagenix Governmental Services,
Inc., ADI and Pat Church and Stephen Church, the shareholders
of ADI.
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: December 21, 1996 By: /s/ Helen Chia
Helen Chia,
Chief Financial Officer