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UNITED STATES
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
MARCH 10, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
NATIONAL DIAGNOSTICS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-24696 59-3248917
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
755 WEST BRANDON BOULEVARD, BRANDON, FLORIDA 33511
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(813) 661-9501
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OF ASSETS
(a) On February 23, 1998, National Diagnostics, Inc. ("NATD") entered into
a definitive agreement to merge with American Enterprise Solutions, Inc.
("AES") subject to stockholder and certain creditor approval. It is intended
that the merger transaction be, for tax purposes, a tax free reorganization.
At the effective time of the merger the separate existence of AES shall cease
and NATD shall be the surviving corporation and change its name to American
Enterprise Solutions, Inc. The effective time of the merger shall be the date
of filing the requisite Articles of Merger, anticipated to be within four to
six months from signing the definitive agreement.
The authorized capital stock of AES is 100,000,000 shares of AES
common stock, $0.0001 par value per share, of which 10,670,513 shares are
currently issued and outstanding. The authorized stock of NATD is 9,000,000
shares of common stock, no par value, of which 3,093,430 shares are currently
issued and outstanding; and 1,000,000 shares of preferred stock, no par value,
none of which is currently issued and outstanding.
Subject to approval, the NATD shareholders of record prior to the
merger will participate in a reverse stock split of the NATD pursuant to which
2.0670422 existing shares of NATD will be exchanged for one share of NATD
("new") common stock. Upon merger, AES shareholders will exchange one share of
AES common stock for one share of NATD ("new") common stock. Immediately after
the reverse stock split and also immediately upon and after the consummation of
the merger, NATD ("old") shareholders will, in aggregate, have a 12.3%
interest in NATD and AES ("old") shareholders will, in aggregate, have a 87.7%
interest in NATD. AES evaluated NATD at one time 1998 projected revenues of
$10,850,000 or about $3.50 per share.
AES, founded in September 1997, for the purpose of acquiring seasoned
and profitable high growth firms with operations and facilities to create
Community Healthcare Delivery Systems. These systems are designed to provide
comprehensive delivery of all healthcare services while electronically
interactively linking with AES's proprietary Internet/Intranet and virtual
network gateways that can link all of the healthcare industry's trading
partners, from patient/consumers/employees to the providers, payors, employers
and government agencies.
The Board of Directors of the surviving corporation subject to the
provisions of the laws of the State of Florida and of the Articles of
Incorporation and By-laws shall consist of the existing Board of Directors of
AES.
The officers of the surviving corporation shall be as follows: Charles
Broes, CEO, Secretary and Treasurer; Ernest N. Burson, III, President; and Joy
Stritikus, Assistant Secretary.
(b) AES consists of previously acquired businesses which complements AES's
goal to create numerous Community Healthcare Enterprises (an organization that
owns and operates a complete community wide healthcare delivery system). These
businesses include: multi specialty and primary care physician groups;
behavioral and mental healthcare facilities; a master franchiser of
incontinence clinics with its first clinics just opening in several markets; a
master franchiser of day and elder care centers; and TMRCorp, a nationally
known healthcare consulting firm specializing in corporate reengineering,
business development and finance.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a & b) Financial statements of AES and proforma financial information will be
filed timely within the extension period allowed by SEC regulation.
(c) Merger Agreement dated February 23, 1998 by and between National
Diagnostics, Inc., a Florida Corporation, and American Enterprise
Solutions, Inc., a Florida Corporation.
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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
undersigned hereunto duly authorized.
March 10, 1998 NATIONAL DIAGNOSTICS, INC.
By: /s/ Curtis L. Alliston
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Curtis L. Alliston, President
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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10.49 Merger Agreement dated February 23, 1998 by and between
National Diagnostics, Inc., a Florida Corporation, and
American Enterprise Solutions, Inc., a Florida Corporation.
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