1 SECURITIES AND 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 July 19, 1995 AMERICAN CONSOLIDATED LABORATORIES, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA ---------------------------------------- (STATE OF INCORPORATION OR ORGANIZATION) 000-18448 59-2624130 - ---------------------------------------------------- ---------- (COMMISSION FILE NUMBER) (IRS TAX NUMBER) 6416 PARKLAND DRIVE, SARASOTA, FLORIDA 34243 - ---------------------------------------------------- ------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA: (813) 753-0383 -------------- 2 ITEM 5. OTHER EVENTS The Company has filed an application for inclusion of its securities on The Nasdaq SmallCap Market. In connectin with this application, the Company is filing with the Securities and Exchange Commission and Nasdaq an 8-K Report containing a balance sheet evidencing compliance with the Nasdaq listing criteria. Attached hereto as Exhibit A is an unaudited balance sheet of the Company at June 19, 1995. The balance sheet gives effect during the period from March 31, 1995 through June 19, 1995 of the conversion of debt in the amount of $250,000 into 166,666 shares of Common Stock, the acquisition of the assets of Philcon Laboratories, Inc. and the extension to September 30, 1997 of certain indebtedness outstanding in the amount of $800,000. 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. AMERICAN CONSOLIDATED LABORATORIES, INC. By:/s/ Wayne Upham Smith -------------------------------------- Wayne Upham Smith Chairman and Chief Executive Officer Date: July 19, 1995 3 AMERICAN CONSOLDIATED LABORATORIES, INC. CONSOLIDATED BALANCE SHEETS ASSETS June 19, 1995 Unaudited --------- Current Assets: Cash and cash equivalents $ 90,038 Accounts receivable, less allowance for doubtful accounts of $73,105 1,492,323 Inventories, at lower cost (first in first-out) or market 1,042,780 Other current assets 100,571 ----------- Total Current Assets $ 2,725,712 ----------- Property and Equipment at Cost: Land $ 50,000 Buildings and improvements 205,000 Laboratory equipment 1,112,263 Office equipment 334,083 Leasehold improvements 60,150 ----------- 1,761,496 Less accumulated depreciation 1,139,673 ----------- $ 621,823 ----------- Other Assets: Cost in excess of fair value of assets acquired $ 828,400 Other tangible assets 865,000 Deferred loan costs 63,049 ----------- 1,756,449 Less accumulated amortization 210,114 ----------- $ 1,546,335 Miscellaneous 45,097 ----------- $ 1,591,432 ----------- $ 4,938,967 =========== 4 AMERICAN CONSOLIDATED LABORATORIES, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) LIABILITIES AND STOCKHOLDER'S EQUITY June 19, 1995 Unaudited --------- Current Liabilities: Accounts payable $1,363,784 Accrued expenses 198,798 Notes payable to stockholders 310,000 Current maturities of long-term debt and obligation under capital lease 91,075 ---------- Total current liabilities $1,963,657 ---------- Long-Term Debt: Obligation under capital lease 30,125 Long-term debt other 821,200 ---------- Total long term debt $ 851,325 ---------- Deferred rent 59,976 Commitments and Contingencies Stockholder's Equity: Common stock, $.05 par value, 20,000,000 shares authorized; 4,168,175 issued 208,409 Capital in excess of par value 5,650,022 Deficit (3,794,422) ---------- Total stockholder's equity 2,064,009 ---------- $4,938,967 ==========