-----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, NTlyqyF9L3ypAFoGNWmfwL0KmxyhtoFgGxdYpSm7ahUi4mpNn+Kq3BHA5pObInDW OTfzDAQze6dYmfaSfEbXxg== 0000893220-98-000097.txt : 19980123 0000893220-98-000097.hdr.sgml : 19980123 ACCESSION NUMBER: 0000893220-98-000097 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-20127 FILM NUMBER: 98511118 BUSINESS ADDRESS: STREET 1: 182 TAMARACK CIRCLE CITY: SKILLMAN STATE: NJ ZIP: 08558 BUSINESS PHONE: 609497-9141 MAIL ADDRESS: STREET 1: 182 TAMARACK CIRCLE CITY: SKILLMAN STATE: NJ ZIP: 08558 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 8-K/A 1 FORM 8-K/A FOR ESCALON MEDICAL CORP. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 1997 ESCALON MEDICAL CORP. (Exact Name of Registrant Specified in Charter) California 0-20127 33-0272839 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 351 East Conestoga Road Wayne, Pennsylvania 19087 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (610) 688-6830 (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On December 31, 1997, the Company issued $1,350,000 of Series A 6% Convertible Preferred Stock ("Preferred Stock") in a private placement. The net proceeds will be used by the Company for working capital purposes. After March 1, 1998, the Preferred Stock may be converted at the option of the holder into shares of the Company's Common Stock at a rate determined by dividing the liquidation value of the Preferred Stock being converted by the conversion price then in effect. The conversion price will be the lesser of (i) $8.6125 (which is the average of the closing bid price of the Common Stock for each of the five trading days immediately prior to December 31, 1997) or, (ii) up to 82% of the five-day average closing bid price prior to the conversion date. Any Preferred Stock that is outstanding on December 31, 1999 will be automatically converted into Common Stock. The Preferred Stock pays cumulative dividends of 6% per annum payable quarterly in cash or Common Stock, at the Company's option. The Preferred Stock may be redeemed, at the option of the Company. The Preferred Stock was accompanied by an immediately exercisable five-year Warrant to purchase 40,000 shares Common Stock at exercise prices ranging from $8.6125 to $11.626875. The Company also issued to the private placement agent and its designees a similar Warrant to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $10.335 per share. On January 20, 1998, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission to register the Common Stock underlying the Preferred Stock and the Warrants. (The registration statement will also register the resale of 1,080,193 shares of Common Stock owned by EOI Corp., which are being registered as a result of EOI's exercise of its piggyback registration rights.) The maximum number of shares of Common Stock that may be issued upon conversion of the Preferred Stock plus the aggregate number of shares of Common Stock issued upon exercise of the Warrants is 19.9% of the issued and outstanding shares of Common Stock as of December 31, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information The following unaudited pro forma balance sheet as of November 30, 1997 gives effect to the transaction noted in Item 5 above. The pro forma balance sheet was prepared by the management of the Company based upon the historical financial statements of the Company. The pro forma adjustments are based on the terms of the financing along with management's estimate of related offering costs. The pro forma balance sheet should be read in conjunction with the Company's annual report on Form 10-K and its quarterly report on Form 10-Q filed with the Securities and Exchange Commission in October and November 1997, respectively. 3 ESCALON MEDICAL CORP. PRO FORMA BALANCE SHEET (UNAUDITED)
NOVEMBER 30, PRO FORMA PRO FORMA 1997 ADJUSTMENTS BALANCE ------------ ------------ ---------- ASSETS Current Assets: Cash and cash equivalents $ 1,552,464 $ 1,158,000 $2,710,464 Investments 95,000 95,000 Accounts receivable, net 717,675 717,675 Inventories, net 713,739 713,739 Other current assets 44,195 44,195 ------------ ------------ ---------- Total current assets 3,123,073 1,158,000 4,281,073 Furniture and equipment, at cost, net 83,066 83,066 Long-term receivables 150,000 150,000 License and distribution rights, net 933,072 933,072 Patents, net 486,299 486,299 Goodwill, net 1,042,779 1,042,779 Other assets 12,342 12,342 ------------ ------------ ---------- $ 5,830,631 $ 1,158,000 $6,988,631 ============ ============ ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of capital lease obligations $ 1,220 $ $ 1,220 Accounts payable 709,780 709,780 Accrued and other liabilities 138,675 138,675 ------------ ------------ ---------- Total current liabilities 849,675 849,675 ------------ ------------ ---------- Commitments Shareholders' Equity: Preferred stock, no par value; 2,000,000 shares authorized; 1,350 shares issued and outstanding -- 1,158,000 1,158,000 Common stock, no par value; 35,000,000 shares authorized; 2,629,379 shares issued and outstanding at November 30, 1997 44,645,440 44,645,440 Accumulated deficit (39,664,484) (39,664,484) ------------ ------------ ---------- Total shareholders' equity 4,980,956 1,158,000 6,138,956 ============ ============ ========== $ 5,830,631 $ 1,158,000 $6,988,631 ============ ============ ==========
See notes to pro forma balance sheet 4 ESCALON MEDICAL CORP. NOTES TO PRO FORMA BALANCE SHEET The November 30, 1997 unaudited pro forma balance sheet reflects the impact on the Company's capital structure for the issuance of 1,350 shares of nonvoting Series A 6% Convertible Preferred Stock ("Preferred Stock") on December 31, 1997 from which the Company received funds totaling approximately $1,158,000, net of estimated offering costs of $192,000. After March 1, 1998, the Preferred Stock may be converted into shares of the Company's Common Stock at a rate determined by dividing the liquidation value of the Preferred Shares being converted by the stated conversion price which is the lessor of (i) $8.6125 (which is the average of the closing bid price of the Common Stock for each of the five trading days immediately prior to December 31, 1997) or, (ii) up to 82% of the five-day average closing bid price prior to a conversation date. The maximum number of shares of Common Stock that may be issued upon conversion of the Preferred Stock plus the aggregate number of shares of Common Stock issued upon the conversion of the Warrants is 19.9% of the issued and outstanding shares of Common Stock as of December 31, 1997. The Preferred Stock must be converted into shares of Common Stock by December 31, 1999. The Preferred Stock pays cumulative dividends of 6% per annum payable quarterly in cash or by issuing shares of the Company's Common Stock. The Preferred Stock may be redeemed, at the option of the Company, at any time prior to conversion in cash at the redemption price. In connection with the issuance of the Preferred Stock, the Company issued immediately exercisable Warrants to purchase 90,000 shares of the Company's Common Stock to the buyer, underwriter and its designees. These Warrants have an exercise price ranging from $8.6125 to $11.626875 and expire on December 31, 2002. While the Company has not yet assigned a value to the Warrants, the net impact on the pro forma adjustments is $0. 5 (c) Exhibits Exhibit Number Description -------------- ----------- 3.1 Certificate of Determination of Series A 6% Convertible Preferred Stock.* 4.1 Certificate of Determination of Series A 6% Convertible Preferred Stock.* 4.2 Registration Rights Agreement, dated as of December 31, 1997, by and among the Company and Combination.* 4.3 Warrant to Purchase Common Stock issued December 31, 1997, to David Stefansky.* 4.4 Warrant to Purchase Common Stock issued December 31, 1997, to Combination.* 4.5 Warrant to Purchase Common Stock issued December 31, 1997, to Richard Rosenblum.* 4.6 Warrant to Purchase Common Stock issued December 31, 1997, to Trautman Kramer & Company, Incorporated.* 10.1 Registration Rights Agreement between the Company and EOI Corp. dated as of February 12, 1996.** - --------------------------- * Incorporated by reference to the Company's Registration Statement on Form S-3 filed January 20, 1998. ** Incorporated by reference to the Company's Form 10-K for the year ended June 30, 1996. 6 SIGNATURE 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. ESCALON MEDICAL CORP. (Registrant) By /s/ John T. Rich --------------------------- John T. Rich Vice President, Finance and Administration, Secretary Dated: January 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----