SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 7, 1997
American Consolidated Laboratories, Inc.
(Exact Name of Registrant as Specified on its Charter)
Florida 000-18448 59-2624130
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(State or Other Jurisdiction (Commission File IRS Employer
of Incorporation) Number) Identification No.
1640 North Market Drive, Raleigh, North Carolina 27609
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (919) 872-0744
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N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K is being filed with respect to (i) the consummation of
the acquisition by the Registrant on May 7, 1997 (the "Effective Time") of
NovaVision, Inc., a North Carolina corporation ("Acquiree"), by its merger into
NV Acquisition, Inc., a wholly owned subsidiary of the Registrant, and (ii) the
loan agreement entered into by the Registrant immediately after the merger, such
loan secured by substantially all of the assets of the Registrant and its
subsidiaries. As a part of the terms of the merger, NV Acquisition, Inc. was
renamed NovaVision, Inc.
("NovaVision").
Immediately prior to the merger:
(a) TD Capital Focus, L.P., the Registrant's primary lender
converted $2,088,273 of debt into 2,088,273 shares of the
Registrant's Series A Preferred Stock, no par value per share
("ACL Preferred Stock"), which ACL Preferred Stock entitles
its holders to (i) cumulative cash dividends at the rate of
$0.10 per annum per share owned or cumulative share dividends
at the rate of 10% per annum of the stated value of $1.00 per
share owned, at the option of the Registrant, (ii) liquidation
preference over common stock of $1.00 plus accrued but unpaid
dividends, (iii) cash redemption upon certain triggering
events and (iv) one vote per share on all matters submitted to
a vote of the Registrant's shareholders; and
(b) Sirrom Investments, Inc., a Tennessee corporation having its
principal office in Nashville, Tennessee and Acquiree's
primary lender ("Sirrom"), converted 1,000,000 shares of
Acquiree's Series A Redeemable Preferred Stock, $1.00 par
value per share ("Acquiree Series A Preferred Stock"), into
1,000,000 shares of Acquiree's Common Stock, $1.00 par value
per share ("Acquiree Common Stock").
Under the terms of the merger:
(c) each share of Acquiree Common Stock outstanding was converted
into one share of the Registrant's common stock, $0.05 par
value per share ("ACL Common Stock");
(d) each share of Acquiree Series A Preferred Stock was converted
into one share of ACL Preferred Stock;
(e) each share of the Acquiree's Series B Redeemable Convertible
Preferred Stock, $1.00 par value per share ("Acquiree Series B
Preferred Stock"), was converted into 0.3125 shares of ACL
Common Stock;
(f) the Registrant assumed the obligations of Acquiree pursuant to
the Nova Stock Option Plan adopted on June 12, 1995 (the "Nova
Plan"), except that each Nova
Stock Option to purchase a certain number of shares of the
common stock of Acquiree assumed by the Registrant may be
exercised solely for the same number of shares of the
Registrant's common stock and with certain other exceptions.
(g) Bart C. Gutekunst, William J. Burns, Jr. and Alan Rabin were
named to the Registrant's Board of Directors
Immediately following the merger:
(h) the Registrant entered into a loan agreement with Sirrom
whereby the Registrant borrowed $1,575,000 at an interest rate
of thirteen and one-half percent (13.5%) per annum (computed
on the basis of a 360-day year), such interest to be payable
on the first day of each month beginning in July, 1997 until
April 25, 2002 at which time the entire outstanding principal
balance, together with all accrued and unpaid interest, shall
be immediately due and payable in full. The loan is secured by
substantially all of the assets of the Registrant and its
subsidiaries.
The aggregate number of shares of ACL Common Stock issued in connection
with the acquisition was 3,561,906, and the aggregate number of shares of ACL
Preferred Stock issued in connection with the acquisition was 2,808,175. The
consideration for the acquisition was arrived at through private negotiation.
At the Effective Time, an aggregate of 412,700 options were outstanding
under the Nova Plan, each with an exercise price of $0.01 per share.
Acquiree was a designer, manufacturer and distributor of contact lenses
and contact lens materials located in Research Triangle Park, North Carolina.
Acquiree competed primarily in the high margin rigid gas permeable segment of
the contact lens market and sold to both contact lens finishing laboratories and
directly to practitioners. Its assets consisted primarily of equipment,
inventory, certain patents and FDA approvals. The Registrant intends to continue
to utilize the assets acquired from the Acquiree to further its contact lens
design, manufacture and distribution business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a,b) Financial Statements and Pro Forma Financial Information.
Acquiree has historically not had its financial statements audited. The
Registrant is currently exploring the possibility of having past financial
statements of Acquiree audited and will file such financial statements and pro
forma financial information by amendment as soon as they become available.
(c) Exhibits.
The exhibits to this Form 8-K are listed in the accompanying
Index to Exhibits.
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, thereunto duly authorized.
AMERICAN CONSOLIDATED LABORATORIES, INC.
(Registrant)
Date: May 22, 1997 By: /s/ Kenneth C. Kirkham
Kenneth C. Kirkham
Chief Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
2 Agreement and Plan of Merger by and among NovaVision, Inc., Bart C.
Gutekunst, the Registrant and NV Acquisition, Inc. dated May 7,
1997.
The following schedules to the Agreement and Plan of
Merger, filed as Exhibit 2 hereto, have been omitted. The
Registrant hereby undertakes to furnish supplementally a
copy of any such omitted schedule to the Commission upon
request.
i. Plan of Merger (included in Articles of Merger filed as Exhibit
3(a)(2))
ii. ACL Disclosure Schedule
iii. Nova Disclosure Schedule
iv. Gutekunst Employment Agreement
v. Accredited Investor Representation
vi. OcuTec Investor Representation
vii. OcuTec Estoppel Certificate
viii.Nova Attorney Opinion
ix. Nova Shareholder Certificate
x. ACL Attorney Opinion
xi. Escrow and Indemnity Agreement
*3(a)(1) Articles of Incorporation of the Registrant, as amended,
filed as Exhibit 3(a) to the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1997.
3(a)(2) Articles of Merger of NovaVision, Inc. into NV Acquisition, Inc.
dated April 7, 1997.
*3(b) Bylaws of the Registrant, as amended, filed as Exhibit
3(b) to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1997.
4(a) Loan Agreement dated as of May 7, 1997 by and between the Registrant
and Sirrom Investments, Inc.
4(b) Joint and Several Unconditional Continuing Guaranty dated as of May
7, 1997 of Loan Agreement dated as of May 7, 1997 by the Registrant,
NovaVision, Inc., Biopolymer Corporation, Salvatori Ophthalmic
Manufacturing Corporation, S-O Nebraska, Inc., Wolcon Labs, Inc. and
Carolina Contact Lens, Inc.
4(c) Promissory Note dated May 7, 1997 by and between the Registrant and
Sirrom Investments, Inc.
4(d) Intercreditor Agreement dated as of May 7, 1997, among the
Registrant, Sirrom Investments, Inc., Tullis-Dickerson
Capital Focus, L.P., NovaVision, Inc., Biopolymer
Corporation, Salvatori Ophthalmic Manufacturing
Corporation, and Carolina Contact Lens, Inc.
4(e) Security Agreement dated as of May 7, 1997, by and between the
Registrant NovaVision, Inc., Biopolymer Corporation, Salvatori
Ophthalmic Manufacturing Corporation, S-O Nebraska, Inc., Wolcon
Labs, Inc. and Carolina Contact Lens, Inc. (collectively, the
"Grantors") and Sirrom Investments, Inc., as agent pursuant to that
certain Intercreditor Agreement of even date herewith by and between
Tullis-Dickerson Capital Focus, L.P., Sirrom Investments, Inc. and
the Grantors.
4(f) Trademark and Patent Security Agreement dated as of May 7,
1997, by and between the Registrant and Sirrom
Investments, Inc., as agent pursuant to that certain
Intercreditor Agreement of even date herewith by and
between Tullis- Dickerson Capital Focus, L.P., Sirrom and
the Grantors.
4(g) Stock Pledge Agreement dated as of May 7, 1997, by and
between the Registrant, and Sirrom Investments, Inc., as
agent pursuant to that certain Intercreditor Agreement of
even date herewith by and between Tullis- Dickerson
Capital Focus, L.P., Sirrom and the Grantors.
4(h) Stock Purchase Warrant dated as of May 7, 1997, issued by
the Registrant to Sirrom Investments, Inc.
10(a) Employment Agreement between the Registrant and Bart C. Gutekunst
dated May 7, 1997.
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* Incorporated by reference to the document indicated