SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT
The undersigned Registrant amends the previously filed current report, Form 8-K,
filed December 8, 1997 as detailed below:
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 1997
CLAIRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-33 87-0467224
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No)
7373 NORTH SCOTTSDALE ROAD
SUITE B-169
SCOTTSDALE, ARIZONA 85253
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
Item 2. Acquisition or Disposition of Assets
On November 20, 1997, the shareholders and board of directors of Claire
Technologies, Inc. ("Claire," "the Registrant") approved an Agreement and
Plan of Merger between Olympic Rehabilitation Services, Inc. ("Olympic"), a
Louisiana corporation, its wholly owned subsidiary, and Allied Health Partners,
Inc. ("Allied"), a Louisiana corporation, in which Olympic would be the
surviving entity. The Acquisition Agreement (attached hereto as Exhibit A)
and Agreement and Plan of Merger (attached hereto as Exhibit B) were entered
into on November 21, 1997. The Agreement and Plan of Merger has been approved
by the state of Louisiana. Allied surrendered all of its outstanding shares of
stock, consisting of 100 shares owned by Richard Kellar, Allied's sole
shareholder, in exchange for three million (3,000,000) shares of stock of
Claire to be issued to Mr. Kellar. No other funds of the Registrant or its
subsidiary were involved in the acquisition. The merger agreement was
structured so as to qualify as a tax-free reorganization under the Internal
Revenue Code for the shareholders of Allied. There was no prior relationship
between the Registrant and Allied, or between the officers of the companies.
Prior to the merger, Allied was engaged in the provision of contract
physical, occupational and activity therapy services to various hospitals and
other medical providers. In addition, Allied provided management services to
several free-standing rehabilitation facilities. All of those therapy and
management services will continue to be offered by Olympic, as the surviving
corporation. Olympic also intends actively to pursue additional rehabilitation
service contracts in the states of Mississippi, Arkansas, Louisiana and
Tennessee. Richard Kellar, the former president of Allied, will serve as the
President and Chief Operating Officer of Olympic. Linda Holliman, also formerly
associated with Allied, will serve as Vice President of Operations. Under the
terms of the Acquisition Agreement, both Mr. Kellar and Ms. Holliman are
guaranteed a salary of no less than $200,000 each for a minimum of one year.
One year or more after closing, moreover, if Mr. Kellar so requests, Claire will
register with the SEC some or all of the three million shares issued to Mr.
Kellar as part of the merger.
On November 20, 1997, the shareholders and board of directors of Claire
approved an Agreement and Plan of Merger between Olympic and Orion Preventive
Medicine, Inc. ("Orion"), a Louisiana corporation, in which Olympic would be the
surviving entity. The Acquisition Agreement (attached hereto as Exhibit D) and
Agreement and Plan of Merger (attached hereto as Exhibit E) were entered into
on November 21, 1997. The Agreement and Plan of Merger has been approved by
the state of Louisiana. Orion surrendered all of its outstanding shares of
stock, in exchange for seven million five hundred thousand (7,500,000) shares
of stock of Claire. No other funds of the Registrant or its subsidiary were
involved in the acquisition. The merger agreement was structured so as to
qualify as a tax-free reorganization under the Internal Revenue Code for the
shareholders of Orion. Jan Wallace and Grace Sim, the officers and directors of
Claire, and VickyLucky, an officer and director of Orion, have a previous
relationship in that both are affiliated with Dynamic Associates, Inc., a Nevada
corporation.
Prior to the merger, Orion was engaged in the provision of contract medical
services to various hospitals and other medical providers. All of those medical
services will continue to be offered by Olympic, as the surviving corporation.
Item 7. Financial Statements and Exhibits.
Information is provided as detailed in Item 601 of Regulation S-B and is
incorporated by reference from previously filed Form 10-QSB, September 30, 1997.
The consolidated, audited financial statements for Claire, Allied Health
Partners, Inc. and Orion have taken longer to complete than expected. As soon
as the statements for December 31, 1996 have been completed they will be filed
as an amendment. In no event will those statements be filed later than the due
date for the annual Form 10-KSB for the Company for 1997.
Exhibit Number Description
A. Allied Acquisition Agreement, effective November 21, 1997.
B. Allied Agreement and Plan of Merger dated November 21,
1997.
C. Audited financial statements of Allied, to be filed with
an amendment to this Form 8-K.
D. Orion Acquisition Agreement, effective November 21, 1997.
E. Orion Agreement and Plan of Merger dated November 21,
1997.
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.
(Registrant) CLAIRE TECHNOLOGIES, INC.
/s/ Jan Wallace
Jan Wallace
President
Date: February 8, 1998
Exhibit G
CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
November 21,1997
Acquired Acquisition Consolidated
Claire Subsidiary Entry Pro Forma
ASSETS
CURRENT ASSETS
Cash in bank $ 244 $ 76,410 $ $ 76,654
Accounts Receivable
(Net of allowance for
doubtful accounts of
$402,038) 0 1,118,526 1,118,526
Loan receivable 70,000 0 70,000
Prepaid Expenses 0 7,103 7,103
TOTAL CURRENT ASSETS 70,244 1,202,039 1,272,283
PROPERTY, PLANT AND
EQUIPMENT (NET) 21,182 478,099 499,281
OTHER ASSETS
Organizational Cost 0 228 228
Deposits 0 3,460 3,460
------ --------- ------ ---------
0 3,688 3,688
------ --------- ------ ---------
$ 91,426 $1,683,826 $ $1,775,252
====== ========= ====== =========
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 14,579 $ 18,096 $ $ 32,675
Accrued expenses -
related parties 6,600 37,256 43,856
Accrued expenses- other 0 231,199 231,199
----- ------- ------- ---------
TOTAL CURRENT LIABILITIES 21,179 286,551 307,730
LONG TERM LIABILITIES
Notes Payable 0 121,171 121,171
------ ------- ------ -------
TOTAL LIABILITIES 21,179 407,722 428,901
STOCKHOLDERS' EQUITY
Common Stock $.001 par
value: Authorized -
50,000,000 shares
Issued and outstanding
3,319,168 shares * 3,319 0 12,500 15,819
Additional paid-in 3,193,370 0 (12,500)** 3,180,870
capital
Earnings (Deficit)
accumulated during the
development stage (3,126,442) 1,276,104 (1,850,338)
----------- --------- -------- ------------
TOTAL STOCKHOLDERS' EQUITY 70,247 1,276,104 1,346,351
----------- --------- -------- ------------
$ 91,426 $1,683,826 $ $1,775,252
====== ========= =========== =========
* Reflects 4-for-1 reverse split which was approved June 30, 1997.
** 12,500,000 shares of stock were issued to acquire the subsidiary
CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
Pro Forma Consolidated
STATEMENT OF OPERATIONS
to November 21, 1997
(Unaudited)
Acquired Consolidated
Claire Subsidiary Pro Forma
Service Revenue $ 0 $ 3,189,895 $3,189,895
Rental Revenue 0 372,674 372,674
--------- ----------- ----------
GROSS PROFIT 0 3,562,569 3,562,569
General and Administrative expenses 110,392 2,076,577 2,186,969
Depreciation and amortization 3,946 87,424 91,370
Interest expense 27,516 25,432 52,948
Bad debts 17,500 402,038 419,538
--------- ----------- ----------
159,354 2,591,471 2,750,825
--------- ----------- ----------
NET INCOME (LOSS) BEFORE INCOME TAXES (159,354) 971,098 811,744
INCOME TAXES 0 0 0
--------- ----------- ---------
NET INCOME (LOSS) $ (159,354) $ 971,098 $ 811,744
=========== =========== ===========
Net income (loss) per weighted
average share $ (.07) N/A $ .05
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 2,429,419 0 14,929,419
========== ========== ===========
The subsidiary is not showing income tax expense as the entities that merged
into the subsidiary were previously Limited Liability Companies with a
shareholder responsible for the income taxes.