-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eqbm/Q3IIPtKqDhJXQLxFqBJUpCv0BjjCqdkHH4HH9AxFxr+IJF00dUdtGr+Wof8 8co7pkyAWeaNAxYmv93FvQ== 0000856143-97-000018.txt : 19971002 0000856143-97-000018.hdr.sgml : 19971002 ACCESSION NUMBER: 0000856143-97-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970922 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971001 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10420 FILM NUMBER: 97689343 BUSINESS ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167523550 MAIL ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: BIOMECHANICS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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 Date of Report (Date of earliest event reported: September 22, 1997) BCAM INTERNATIONAL,INC. --------------------------------------------------------------------- (exact name of registrant as specified in its charter) NEW YORK 0-18109 13-3228375 - ----------------------- --------------------- ----------------------- State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK 11747 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (516) 752-3550 - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective September 22, 1997, BCAM International, Inc. (the "Company") acquired all of the outstanding Common Stock of Drew Shoe Corporation ("Drew Shoe") for approximately $4.6 million plus the assumption of liabilities. The purchase price was paid by delivery to the two shareholders of Drew Shoe of an aggregate of $3,882,000, promissory notes in the aggregate principal amount of $400,000 and by delivery of an aggregate of 375,000 shares of the Company's Common Stock. The promissory notes bear an interest rate of 8% per annum, are due on September 19, 1999, and are payable in twenty-four (24) equal monthly installments aggregating $8,333.34 (plus interest) with a final payment due in the twenty-fifth (25th) month of $100,000. In order to fund the acquisition of Drew Shoe, the Company issued subordinated convertible notes to eight investors in the aggregate amount of $6,000,000 (the "Convertible Notes"). The Convertible Notes are due on September 19, 2002, unless at any time after September 19, 1998, they are converted, at $.80 per share, into 7,500,000 shares of Common Stock of the Company. The Convertible Notes bear an interest rate of 10%, payable semi-annually, but the Company, at its discretion, may pay interest in the form of its common stock (valued at $.80 per share), in which case the annual interest rate becomes 13% annually with semi-annual compounding. In addition, the Company issued to the noteholders warrants to purchase 2,400,000 shares of common stock, exercisable at $1.75 per share at any time prior to September 19, 2002. Simultaneous with the acquisition, Drew Shoe closed a credit facility consisting of a revolving line of credit and term loan with a commercial bank providing for total availability of $5.5 million, a portion of which is based upon agreed upon percentages of accounts receivable and inventory. As of the acquisition, the Company believes there to be approximately $4.5 million available under this credit facility. Pursuant to the terms of the revolving line of credit, Drew Shoe is able to borrow up to $4,500,000. The revolving line of credit matures on September 30, 1999, and is payable at a rate of prime plus 1.5%. The term loan, in the amount of $1,000,000, also bears an interest rate of prime plus 1.5% and is due on September 30, 2000. Both the revolving line of credit and term loan may be used for general working capital purposes and are guaranteed by the Company. Drew Shoe is a designer, manufacturer, marketer and distributor of medical footwear headquartered in Lancaster, Ohio. For its fiscal year ending December 31, 1996, Drew Shoe had revenues of approximately $14.6 million. The Company intends to continue to operate Drew Shoe as a manufacturer of medical footwear. ITEM 5. OTHER EVENTS On July 22, 1997 BCA Services, Inc. ("BCA"), a subsidiary of BCAM International, Inc. (the "Company"), commenced an Offering (the "Offering") to sell up to 150 shares of BCA's Redeemable Convertible Preferred Stock (the "Preferred Stock") for a total consideration of $1.5 million in a private offering. The Preferred Stock is convertible into shares of the Company's Common Stock ("Common Stock") at a price equal to 70% of the average closing bid price of the Common Stock over a three day trading period ending on the day preceding the conversion date (the "Variable Conversion Price"). The Conversion Price may not be greater than 100% of the Variable Conversion Price on the first closing date (the "Fixed Conversion Price"). On the first anniversary of the closing date, all outstanding shares of Preferred Stock must be converted into shares of Common Stock of the Company. In addition, for each 50 shares of Preferred Stock sold, each purchaser received warrants to purchase up to 25,000 shares of Common Stock per $500,000 raised, exercisable at a rate of 110% of the Variable Conversion Price on the closing date. The warrants have a term of five years and the Common Stock underlying the warrants contain registration rights. On September 4, 1997, the Company filed a registration statement with the Securities and Exchange Commission with respect to the Common Stock issuable in connection with the conversion of the Preferred Stock. Pursuant to the terms of the Offering, the Company divided the Offering into three tranches. The first tranche, to purchase up to 50 shares of Preferred Stock for $500,000, closed on July 24, 1997; the second tranche to purchase 50 shares of Preferred Stock for $500,000, closed on September 8, 1997. The third tranche has not yet been drawn down, and the Company has until 60 days after the effective date of the registration statement to complete this third tranche. On September 18, 1997, BCA closed a separate offering of its Preferred Stock plus warrants for $200,000 on similar terms and conditions as the Offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. It is presently impractical to provide the financial statements required to be presented hereunder at the time of filing this report. Such financial statement information will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than sixty (60) days after the date of the filing of this Form 8-K. (b) Pro Forma Financial Statements. Pro Forma financial statements showing the unaudited balance sheets of the Company (consolidated), Drew Shoe as well as pro-forma adjustments to reflect the Company's acquisition of Drew Shoe and the acquisition financing follow. It is presently impractical to provide the pro forma statements of operations required to be presented hereunder at the time of filing this report. Such pro forma financial information will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than sixty (60) days after the date of the filing of this Form 8-K.
BCAM INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AUGUST 31, 1997 BCAM DREW PRO-FORMA ADJUSTMENTS PRO-FORMA ---------------- --------------- ---------------------------------- ---------------- dr. cr. Assets Current assets: Cash and equivalents $ 100,000 $ (123,000) $ 600,000 a $ 3,832,000 e $ 2,295,000 5,600,000 c 200,000 e 250,000 i 100,000 j Accounts receivable, net 75,000 1,710,000 100,000 h 1,685,000 Inventory 25,000 6,307,000 150,000 h 6,182,000 Other current assets 817,000 423,000 50,000 e 702,500 400,000 e 87,500 g ---------------- --------------- --------------- --------------- ---------------- Total current assets 1,017,000 8,317,000 6,450,000 4,919,500 10,864,500 Property and equipment Land - 100,000 100,000 Buildings & improvements 51,000 811,000 111,000 h 751,000 Furniture & equipment 887,000 2,782,000 1,749,000 h 1,920,000 ---------------- --------------- --------------- --------------- ---------------- 938,000 3,693,000 - 1,860,000 2,771,000 Less accumulated deprn (710,000) (2,381,000) 2,360,000 h (731,000) ---------------- --------------- --------------- --------------- ---------------- 228,000 1,312,000 2,360,000 1,860,000 2,040,000 Patents, trademarks, software, net 385,000 - 385,000 Investment in Drew Shoe 5,332,000 e 5,357,000 k - 25,000 f Deferred financing costs 300,000 c 713,000 313,000 d 100,000 j Goodwill 215,000 k 365,000 150,000 h Other assets 1,000 328,000 150,000 h 179,000 ---------------- --------------- --------------- --------------- ---------------- Total assets $ 1,631,000 $ 9,957,000 $ 14,907,000 $ 12,286,500 $ 14,546,500 Liabilities and shareholders' equity Current liabilities: Accounts payable $ 144,000 $ 501,000 $ 645,000 Accrued expenses and other 269,000 3,116,000 $ 250,000 h $ 3,635,000 ---------------- --------------- --------------- --------------- ---------------- Total current liabilities 413,000 3,617,000 - 250,000 4,280,000 Seller Notes, 8% due Sept 1999 400,000 e 400,000 Convertible Notes, due Sept 2002 4,500,000 c 4,500,000 Other liabilities 4,000 1,198,000 250,000 i 1,452,000 Minority interest 450,000 600,000 a 1,050,000 Common shareholders' equity: Common stock, par value $.01 167,000 127,000 127,000 k 167,000 Paid-in surplus 16,001,000 - 100,000 c 360,000 b 24,499,000 104,000 d 5,925,000 c 1,500,000 c 417,000 d 450,000 e 25,000 f 25,000 g Contra equity - - 5,925,000 c (5,925,000) Retained earnings (deficit) (14,505,000) 5,015,000 360,000 b (14,977,500) 112,500 g 5,015,000 k ---------------- --------------- --------------- --------------- ---------------- 1,663,000 5,142,000 11,743,500 8,702,000 3,763,500 Less 763,182 treasury shares (899,000) - (899,000) ---------------- --------------- --------------- --------------- ---------------- 764,000 5,142,000 11,743,500 8,702,000 2,864,500 ---------------- --------------- --------------- --------------- ---------------- Total liabilities and equity $ 1,631,000 $ 9,957,000 $ 11,743,500 $ 14,702,000 $ 14,546,500 ================ =============== =============== =============== ================ (a) To reflect the private placement of BCA Services Inc. Preferred Stock which is convertible into shares of BCAM International, Inc. ("BCAM") common stock. (b) To reflect EITF D-60 for preferred stock issued with 30% in the money conversion (30% x 1.2 million) (c) To reflect the acquisition financing ($6,000,000 of notes convertible into 7,500,000 shares of common stock) and related warrants, EITF-D60 & related costs. (d) To reflect equity portion of deal compensation (e) To reflect the purchase of Drew Shoe Corporation. (f) To reflect equity portion of compensation for Drew Deal (g) To write off certain costs of proposed financings which were terminated by the Company. (h) To make a preliminary allocation, based upon incomplete information and analysis, as an estimate of the assets and liabilities acquired in the acquisition of Drew Shoe. (i) To reflect the approximate net increase in borrowings at Drew Shoe under the new Term Loan and Working Capital agreement with a bank. (j) To reflect costs of the Bank One refinance (k) To eliminate the investment in Drew Shoe.
(c) Exhibits. (2) First Addendum to Stock Purchase Agreement Forward Looking Statements This Form 8-K contains forward-looking statements which involve risks and uncertainties. When used herein, the words "anticipate", "believe", "estimate" and "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results, performance or achievements could differ materially from the results expressed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences are detailed from time to time in the Company's Securities and Exchange Commission reports. Historical results are not necessarily indicative of trends in operating results for any future period. 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. BCAM INTERNATIONAL, INC. By:/s/Michael Strauss ----------------------------------------- Michael Strauss, President, Chairman of the Board and Chief Executive Officer Date: September 30, 1997 EX-2 2 FIRST ADDENDUM TO STOCK PURCHASE AGREEMENT FIRST ADDENDUM TO STOCK PURCHASE AGREEMENT AGREEMENT, made as of the 19th day of September, 1997, by and among BCAM INTERNATIONAL, INC., a New York corporation with its principal place of business at 1800 Walt Whitman Road, Melville, New York 11746 ("Purchaser"), Charles Schuyler, residing at 129 W. Broadway, Granville, Ohio 43028 ("Schuyler") and Frank Shyjka, residing at 112 N. Ardmore Road, Baxley, Ohio 43209 ("Shyjka" and together with Schuyler, the "Shareholders"). Purchaser and Shareholders are sometimes collectively referred to herein as the "Parties." WHEREAS, the Parties have previously executed a Stock Purchase Agreement dated as of March 20, 1997 (the "Stock Purchase Agreement"); and WHEREAS, the Parties wish to amend certain provisions contained in the Stock Purchase Agreement. NOW, THEREFORE, in consideration of the premises hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Article 2.1 of the Stock Purchase Agreement is hereby deleted and replaced in its entirety with the following new Article 2.1: "2.1 Purchase Price. The purchase price ("Purchase Price") is $4,582,000 of which Purchaser has heretofore delivered $50,000 to the Sellers as a down payment pursuant to two letter agreements dated July 23, 1997, copies of which are annexed hereto as Exhibit A. In consideration of the sale, assignment, transfer and delivery of the Sellers Shares by the Shareholders and all right, title and interest therein to Purchaser, and in reliance upon the representations, warranties, covenants and agreements made herein by the Shareholders to Purchaser, Purchaser agrees to pay to Shareholders at Closing the balance of the purchase price of Four Million Five-Hundred Thirty-Two Thousand ($4,532,000) Dollars, as follows: (a) to deliver to Shareholders the sum of Three Million Eight Hundred Thirty-Two Thousand ($3,832,,000) Dollars ("Cash Purchase Price") by wire transfer; (b) to deliver to Schuyler the additional sum of Three-Hundred Thousand ($300,000) Dollars in the form of Three Hundred Seventy-Five Thousand (375,000) shares of common stock, $.01 per share par value ("Schuyler Common Shares") of the Purchaser; (c) to deliver to each of the Shareholders a promissory note (collectively, the Notes") in the face amount of Two Hundred Thousand ($200,000) Dollars (total Four Hundred Thousand ($400,000) Dollars) in the form annexed hereto as Exhibit B." 2. Article 2.2 of the Stock Purchase Agreement is hereby deleted in its entirety. 3. Article 3 of the Stock Purchase Agreement is hereby amended by replacing "March 28, 1997" with "September 19, 1997." 4. Article 4.1 of the Stock Purchase Agreement is hereby amended to add subparagraph "(1)" as follows: "(1) the agreement described in Section 7.3 hereof." 5. Articles 4.2(a), (b), (c) and (j) of the Stock Purchase Agreement are hereby deleted and replaced in their entirety with the following new Articles: 4.2(a), (b) and (c): "4.2 Obligations of Purchaser at Closing. At Closing, Purchaser shall deliver, or cause to be delivered, to Shareholders, the following: (a) the sum of One Million Nine Hundred Sixteen Thousand ($1,916,000) Dollars to Schuyler by wire transfer [subject to Inventory Adjustment and Income Tax Adjustment;] (b) the sum of One Million Nine Hundred Sixteen Thousand ($1,916,000) Dollars to Shyjka by wire transfer [subject to Inventory Adjustment and Income Tax Adjustment;] (c) the Notes each in the face amount of Two Hundred Thousand ($200,000) Dollars;" (j) a certificate, dated the Closing Date, of the Secretary of Drew certifying as true and correct, the resolutions adopted by the Board of Directors of Drew approving the execution and delivery of the Schuyler Employment Agreement, the Shyjka Employment Agreement, the Martin Employment Agreement, the Recchi Employment, (the latter two of said agreements are described in subsection 8.1(j) hereof; and" 6. Article 5.8(a) of the Stock Purchase Agreement is hereby deleted and replaced in its entirety as follows: "5.8 Financial Statements, (a) The Shareholders have previously delivered to Purchaser copies of the following financial statements of Drew (collectively, the "Financial Statements"): (I) balance sheets dated as at December 31, 1993, December 31, 1994, December 31, 1995 and December 31, 1996 and the related statements of income and cash flow for the respective twelve (12) months then ended, all of which have been audited by Deloitte & Touche LLP, Drew's independent auditors, and (ii) unaudited balance sheet ("Unaudited Balance sheet") as at July 31, 1997 (the "Balance Sheet Date") and unaudited statements of income for the seven (7) months then ended. Each of the said balance sheets is hereafter called "Balance Sheet." The Financial Statements correctly and completely in all material respects reflect Drew's books and records, fairly present the financial position and results of operations of Drew as of the dates and for the periods indicated and have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis." 7. Article 5.20(a) of the Stock Purchase Agreement is hereby amended by deleting and replacing the first sentence of Subparagraph (a) as follows: "(a) Shareholders have heretofore delivered to Purchaser true, complete and correct copies of all Federal, state and local tax returns filed by Drew for each of the four (4) immediately preceding taxable years of Drew ended December 31, 1996, any statement of audit adjustments applicable thereto and all Federal, state and local returns or estimated taxes filed during 1996 and 1997." 8. Article 5.20(b) of the Stock Purchase Agreement is amended to delete "1995" and replace with "1996." 9. Article 7.1(d) of the Stock Purchase Agreement is amended to include the following sentence: "The Selling Shareholders acknowledge and agree that Drew has not made and is not obligated to make a distribution under Section 7.1(d) of the Agreement." 10. Article 7.1(j) of the Stock Purchase Agreement is amended by deleting the duplicate language "state, local, foreign" and is further amended to replace "extension or time" with "extension of time." 11. Article 7.1(p) of the Stock Purchase Agreement is amended by replacing the date "March 28, 1997" with "September 19, 1997." 12. Article 7.3 of the Stock Purchase Agreement is hereby amended by replacing "five (5) years' with "three (3) years." Article 7.3 of the Stock Purchase Agreement is further amended by deleting the last sentence and replacing with: "All vested benefits to Harry Prince have been paid in full." 13. Article 8.1(c) of the Stock Purchase Agreement is amended by replace "Drew" with "Purchaser." 14. Article 8.1(i) of the Stock Purchase Agreement is hereby deleted in its entirety. 15. Article 8(j) of the Stock Purchase Agreement is hereby deleted and replaced in its entirety as follows: "(j) Drew shall have entered into employment agreements in form and substance satisfactory to Purchaser with Larry R. Martin and Mark Recchi, who are currently employed by Drew." 16. Article 8.2(f) is hereby deleted in its entirety. 17. Article 8.2(h) of the Stock Purchase Agreement is amended by replacing $911,712" with "$845,055." 18. Article 10.1 of the Stock Purchase Agreement is hereby amended to add the following sentence: "Any fees in excess of the aforesaid amounts shall not fall under the limitation of liability set forth in Article 9.3 hereof." 19. At the Closing, documentation shall be executed by Purchaser evidencing that Schuyler and Shyjka shall become the beneficiaries of certain life insurance policies held in the name of certain debenture holders referenced in Article 8.2(h) of the Stock Purchase Agreement to the extent of amounts due and payable to each of Schuyler and Shyjka under the Notes. 20. Capitalized terms contained herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement. 21. All terms and conditions contained in the Stock Purchase Agreement and not otherwise modified herein shall continue to remain in full force and effect in each and every respect. 22. This Addendum shall be governed by and construed in accordance with the laws of Ohio, without giving effect to choice of law principles. IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first written above herein. BCAM INTERNATIONAL, INC. By: \s\ Michael Strauss ------------------- Michael Strauss, President \s\ Charles Schuyler -------------------- Charles Schuyler \s\ Frank Shyjka ---------------- Frank Shyjka -----END PRIVACY-ENHANCED MESSAGE-----