1 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) LANCER ORTHODONTICS, INC. (Exact Name of Registrant as Specified in its Charter) California 0-5920 95-2497155 (State or Other (Commission (IRS Employer Iden- Jurisdiction of File Number) tification Number) Incorporation) 6050 Avenida Encinas Carlsbad, California 92009 (Address of Principal Executive Offices Including Zip Code 760-744-5585 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address if Changed Since Last Report) Page 1 of 4 pages. 1 2 Item 1. Change of Control. On April 28, 1997, Joseph Irani, Chief Executive Officer, Director and control shareholder of Biomerica, Inc. ("Biomerica") died of natural causes. Mr. Irani was also an executive officer and a significant minority shareholder of Lancer Orthodontics, Inc. (the "Company"). Mr. Irani was the beneficial owner of 16% of the outstanding shares of common stock of the Company as defined under Rule 13d-3. In addition, Biomerica holds 29% of the outstanding shares of common stock of the Company as defined under Rule 13d-3 . Mr. Irani's holdings in the Company and Biomerica are currently being probated in his estate. 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 has appointed Zackary Irani as the Chairman of the Board of Directors. Ms. Moore was appointed secretary of the Company. (C) Exhibits 99.1 Press Release dated May 9, 1997. 2 3 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 Lancer Orthodontics, Inc. By: /s/ DOUGLAS MILLER -------------------- Douglas Miller President 3