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) May 20, 1997
-------------------------------
AQUAGENIX, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-24490 65-0419263
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) I.R.S. Employer
of 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 May 2, 1997, the Company issued 100,000 shares of common stock to a
financial consultant resulting from the exercise of stock options granted to
them in 1996 as consideration for financial consulting services rendered. The
Company received an aggregate purchase price of $500,000.
On May 19, 1997, the Company issued 47,500 shares of common stock to
one of the directors of Aquagenix, Inc. (the "Company"), namely Mr. Fred S.
Katz, upon the exercise of options granted to him under the Company's Directors
Stock Option Plan. The aggregate purchase price was $200,200, all of which has
been received in cash by the Company.
On the same day, the Company completed an equity private placement of
83,333 shares (the "Shares") at $6.00 per share to Tarragona Fund, Inc.
("Tarragona") pursuant to the terms of a Subscription Agreeement, dated as of
May 19, 1997, between the Company and Tarragona. The aggregate purchase price
was $500,000, all of which has been received in cash by the Company.
The Shares have been acquired by Tarragona solely for investment
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. The Company has undertaken to file a registration statement for
the Shares within thirty days from the transaction date.
During April 1997, the Company also issued a total of 3,100 shares of
common stock to employees of the Company resulting from the exercise of their
employee stock options. Total proceeds amounted to $12,028.
Since December 31, 1996, the Company has issued a total of 300,233
shares of common stock resulting from the exercise of stock options by its
employees, directors, financial consultant and private investors, thereby
increasing its total stockholders' equity by $1,526,816, all of which were cash
proceeds, out of which $314,588 related to issuance of stock during the three
months ended March 31, 1997.
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 March 31,
1997 has been prepared giving effect to the additional equity
provided by the financial consultant, Mr. Fred Katz, Tarragona and
the employees of the Company as if the transactions had taken place
on March 31, 1997. The computation of the resulting pro forma net
tangible assets as of March 31, 1997 has been separately presented
in the attached schedule. Reference is made to the consolidated
statement of operations for the three months ended March 31, 1997
filed as part of the Form 10-QSB for the quarterly period ended
March 31, 1997.
Page 2
(b) Exhibits
--------
10.93 Subscription Agreement, dated as of May 19, 1997, between the
Company and Tarragona Fund, Inc.
Page 3
AQUAGENIX, INC. & SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, Pro Forma Pro Forma
Assets 1997 Adjustments Consolidated
-------------- -------------- ---------------
Current assets:
Cash and cash equivalents $ 607,529 $ 1,212,228 $ 1,819,757
Marketable securities 0 0
Accounts receivable, net of allowance for doubtful 0
accounts of $107,436 and $88,541, respectively 1,058,615 1,058,615
Inventories 538,131 538,131
Prepaid expenses and other 561,495 561,495
-------------- -------------- ---------------
Total current assets 2,765,770 1,212,228 3,977,998
Accounts receivable, non-current 1,269,909 1,269,909
Property and equipment, net 2,562,680 2,562,680
Intangible assets, net 4,882,796 4,882,796
Deferred financing costs, net 148,632 148,632
Other assets 306,527 306,527
-------------- -------------- ---------------
Total assets $ 11,936,314 $ 1,212,228 $ 13,148,542
============== ============== ===============
Liabilities and Stockholders' Equity
Current liabilities:
Short term borrowings - acquisitions $ 0 $ $ 0
Borrowings under credit agreement 578,161 578,161
Current maturities of long-term debt 178,576 178,576
Accounts payable 860,357 860,357
Net liabilities of discontinued operations 228,275 228,275
Other current liabilities 245,497 245,497
-------------- -------------- ---------------
Total current liabilities 2,090,866 0 2,090,866
Long-term debt, net of current maturities 5,363,129 5,363,129
-------------- -------------- ---------------
Total liabilities 7,453,995 0 7,453,995
-------------- -------------- ---------------
Stockholders' equity:
Preferred stock, par value $.01, 1,000,000 shares
authorized, no shares issued and outstanding 0 0
Common stock, par value $.01, 10,000,000 shares
authorized, 4,463,624 shares issued and outstanding 42,297 2,339 44,636
Additional paid-in capital 12,985,545 1,209,889 14,195,434
Accumulated deficit (8,336,068) (8,336,068)
Unearned compensation (209,455) (209,455)
Unrealized gain on securities 0 0
-------------- -------------- ---------------
Total stockholders' equity 4,482,319 1,212,228 5,694,547
-------------- -------------- ---------------
Total liabilities and stockholders' equity $ 11,936,314 $ 1,212,228 $ 13,148,542
============== ============== ===============
Pro Forma Adjustments
- ---------------------
To record the issuance of 233,933 shares of common stock since March 31, 1997, proceeds of
which amounted to $1,212,228.
Page 3
AQUAGENIX, INC. & SUBSIDIARIES
COMPUTATION OF PRO FORMA NET TANGIBLE ASSETS
AS AT MARCH 31 ,1997
Total Assets $ 13,148,542
Less: Total Liabilities (7,453,995)
-------------
5,694,547
Less: Goodwill (3,149,868)
-------------
Pro Forma Net Tangible Assets $ 2,544,679
=============
Page 4
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: May 20, 1997 By: /s/ Andrew P. Chesler
---------------------
Andrew P. Chesler,
Chairman of the Board
Chief Executive Officer
President and Treasurer
(Principal Executive Officer)
Date: May 20, 1997 By: /s/ Helen Chia
--------------
Helen Chia,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Page 5