-----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, V9z14ODTKIDNSl8HbyVYOH6NdWSZrjk60ioLQO/ZpnGStxH+vpqKZwkUxPZ+A6my fkEUX8oXCF7jd92WNTjxLQ== 0000950147-97-000391.txt : 19970612 0000950147-97-000391.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950147-97-000391 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970312 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970611 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21214 FILM NUMBER: 97622257 BUSINESS ADDRESS: STREET 1: 2850 S 36TH ST #16 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 2850 S 36TH ST STREET 2: SUITE 16 CITY: PHOENIX STATE: AZ ZIP: 85034 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of report (Date of earliest event reported) March 12, 1997 ----------------------- OrthoLogic Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-21214 86-0585310 ---------------------- ---------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 2850 South 36th Street, Phoenix, Arizona 85034 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (602) 437-5520 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) OrthoLogic Corp., a Delaware corporation ("OrthoLogic"), hereby amends Item 7 of its Report on Form 8-K dated March 12, 1997. Item 7. Financial Statements and Exhibits. On March 12, 1997, OrthoLogic Corp., a Delaware corporation ("OrthoLogic") acquired certain assets and assumed certain liabilities of each of Danninger Medical Technology, Inc., a Delaware corporation ("DMTI"), and Danninger Healthcare, Inc., an Ohio corporation and a wholly owned subsidiary of DMTI ("DHI, and together with DMTI, "Danninger"), pursuant to an Asset Purchase Agreement (the "Agreement") dated March 12, 1997. This Form 8-K/A includes one year audited financial statements for the net assets of DMTI and DHI acquired by OrthoLogic on March 12, 1997 for the year ended December 31, 1996 and an unaudited balance sheet as of March 12, 1997 and comparable statements of revenue and expenses for the period from January 1, 1996 to March 12, 1996 and January 1, 1997 to March 12, 1997 and a report thereon from Deloitte & Touche LLP. (a) Financial Statements of Businesses Acquired. 2 ------------------------------------------ NET ASSETS OF DANNINGER MEDICAL TECHNOLOGY, INC. AND DANNINGER HEALTHCARE, INC. TO BE ACQUIRED BY ORTHOLOGIC CORP. Consolidated Financial Statements Periods From January 1 to March 12, 1997 and 1996 (Unaudited) and Year Ended December 31, 1996, and Independent Auditors' Report INDEPENDENT AUDITORS' REPORT Danninger Medical Technology, Inc. Columbus, Ohio We have audited the accompanying consolidated statement of net assets of Danninger Medical Technology, Inc. ("DMTI") and Danninger Healthcare, Inc. ("DHI") (a wholly owned subsidiary of DMTI) to be acquired by OrthoLogic Corp. (collectively, "Danninger") as of December 31, 1996, and the related consolidated statement of revenues and expenses of net assets for the year then ended, pursuant to the Asset Purchase Agreement by and among OrthoLogic Corp., DMTI and DHI dated March 12, 1997, as described in Note 1 to the financial statements. These financial statements are the responsibility of the Danninger's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying financial statements were prepared to present the consolidated net assets and the revenues and expenses of net assets of Danninger to be acquired by OrthoLogic Corp. pursuant to the Asset Purchase Agreement described in Note 1, and is not intended to be a complete presentation of Danninger's financial position or results of operations. In our opinion, such financial statements present fairly, in all material respects, the consolidated net assets of Danninger to be acquired by OrthoLogic Corp. pursuant to the Asset Purchase Agreement described in Note 1, as of December 31, 1996, and the consolidated revenues and expenses of net assets of Danninger to be acquired by OrthoLogic Corp. for the year then ended in conformity with generally accepted accounting principles. Deloitte & Touche LLP Phoenix, Arizona May 8, 1997 NET ASSETS OF DANNINGER MEDICAL TECHNOLOGY, INC. AND DANNINGER HEALTHCARE, INC. TO BE ACQUIRED BY ORTHOLOGIC CORP. CONSOLIDATED STATEMENTS OF NET ASSETS (Amounts in Thousands) - --------------------------------------------------------------------------------
March 12, 1997 (Unaudited) December 31, ASSETS TO BE ACQUIRED: (Note 5) (Note 9) 1996 CURRENT ASSETS: Accounts receivable trade - net of allowance for doubtful accounts of $340 (1997) and $330 (1996) $ 3,142 $ 3,001 Inventories (Note 3) 1,524 1,351 Prepaid expenses and other current assets 26 20 -------------- ------------ Total current assets 4,692 4,372 PROPERTY AND EQUIPMENT - Net (Note 4) 1,051 1,029 OTHER ASSETS AND INTANGIBLES - Net of accumulated amortization of $129 (1997) and $92 (1996) (Note 4) 2,685 2,727 -------------- ------------ TOTAL ASSETS TO BE ACQUIRED 8,428 8,128 -------------- ------------ LIABILITIES TO BE ASSUMED: CURRENT LIABILITIES: Accounts payable - trade 1,152 715 Accrued expenses and other liabilities 157 168 Term debt - current portion (Note 5) 1,615 1,557 Capital lease obligations - current portion (Note 6) 12 14 -------------- ------------ TOTAL CURRENT LIABILITIES 2,936 2,454 TERM DEBT - Non-current portion (Note 5) 2,194 2,438 CAPITAL LEASE OBLIGATIONS - Net of current maturities (Note 6) 12 13 -------------- ------------ TOTAL LIABILITIES TO BE ASSUMED 5,142 4,905 -------------- ------------ COMMITMENTS AND CONTINGENCIES (Notes 5, 6 and 7) NET ASSETS $ 3,286 $ 3,223 ============== ============
See notes to consolidated financial statements. - 2 - NET ASSETS OF DANNINGER MEDICAL TECHNOLOGY, INC. AND DANNINGER HEALTHCARE, INC. TO BE ACQUIRED BY ORTHOLOGIC CORP. CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES OF NET ASSETS (Amounts in Thousands) - -------------------------------------------------------------------------------- Period From Year January 1 to March 12, Ended -------------------------- 1997 1996 December 31, (Unaudited) 1996 (Note 9) REVENUES: Sales $ 1,967 $ 1,646 $ 7,983 Lease and rental revenue 443 253 1,989 -------- -------- -------- Total revenues 2,410 1,899 9,972 COST OF GOODS SOLD 985 869 4,326 -------- -------- -------- Gross margin 1,425 1,030 5,646 -------- -------- -------- OPERATING EXPENSES: Sales and marketing 486 320 1,934 General and administrative 410 326 1,802 Research and development 93 78 414 -------- -------- -------- Total operating expenses 989 724 4,150 -------- -------- -------- OPERATING INCOME 436 306 1,496 -------- -------- -------- OTHER EXPENSE: Interest expense - net 70 23 182 Other 3 1 -------- -------- -------- Total other expense 73 23 183 -------- -------- -------- INCOME BEFORE INCOME TAXES 363 283 1,313 INCOME TAX EXPENSE 148 113 526 -------- -------- -------- EXCESS OF REVENUES OVER EXPENSES $ 215 $ 170 $ 787 ========= ========= ========= See notes to consolidated financial statements. - 3 - NET ASSETS OF DANNINGER MEDICAL TECHNOLOGY, INC. AND DANNINGER HEALTHCARE, INC. TO BE ACQUIRED BY ORTHOLOGIC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PERIODS FROM JANUARY 1 TO MARCH 12, 1997 AND 1996 (Unaudited) AND YEAR ENDED DECEMBER 31, 1996 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION These consolidated financial statements include the assets and liabilities to be purchased by OrthoLogic Corp. ("OrthoLogic") pursuant to the asset purchase agreement dated March 12, 1997 between OrthoLogic, Danninger Medical Technology, Inc. ("DMTI") and one of its wholly-owned subsidiaries, Danninger Healthcare, Inc. ("DHI") (the "Asset Purchase Agreement"). The purchased assets and liabilities of DMTI relate to the business of designing, manufacturing, and marketing throughout the United States, through dealers, products that assist orthopedic patients in their recovery following surgery or trauma. The purchased assets and liabilities of DHI relate to the business of renting and selling durable medical equipment to orthopedic patients primarily in the midwest portion of the United States. The consolidated statements of revenues and expenses include the allocation of certain general corporate overhead costs associated with the purchased assets and liabilities. Interest expense has been allocated based upon specific identification of indebtedness purchased. Income tax expense has been calculated on a separate return basis in order to present the results of operations as if these assets and liabilities had comprised an independent organization, freestanding from the seller; however, all income tax assets and liabilities remained with the seller and are excluded from the accompanying statements of net assets. All significant intercompany accounts and transactions have been eliminated. Because the financial statements of the net assets to be acquired are not those of a separate legal entity and the related cash flow activities for the periods would not be practicable to obtain or meaningful, a separate statement of cash flows is not presented. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of certain significant accounting policies followed in the preparation of these consolidated financial statements: a. Inventories are stated at the lower of cost (first-in, first-out ("FIFO") basis) or market. An obsolescence reserve is recorded for quantities which may not be saleable in the foreseeable future. b. Property and equipment are recorded at cost. Expenditures for major improvements are capitalized, while expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is computed using the straight-line method at rates designed to amortize the costs of such items over their estimated useful lives. Estimated useful lives are as follows: Useful Life Equipment 3 - 5 years Furniture and fixtures 7 years - 4 - c. Revenue Recognition - All of the Company's rental contracts are accounted for as operating leases. Revenue from the sales of products are recognized upon shipment. Revenue from the rental of equipment is recorded over the period during which the unit is rented. d. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles necessarily requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 3. INVENTORIES Inventories consisted of the following at December 31, 1996 (in thousands): Raw materials $ 1,139 Finished goods 352 -------- Total 1,491 Less reserve for obsolescence 140 -------- Inventories - net $ 1,351 ======== 4. PROPERTY, EQUIPMENT, OTHER ASSETS AND INTANGIBLES Property and equipment consisted of the following at December 31, 1996 (in thousands): Machinery and equipment $ 541 Rental equipment 1,075 Office furniture and fixtures 884 --------- Total equipment 2,500 Less accumulated depreciation 1,471 --------- Property and equipment - net $ 1,029 ======== Depreciation expense for the year ended December 31, 1996 was $295,000. Other assets and intangibles consisted of the following at December 31, 1996 (in thousands): Other assets $ 19 Intangibles 2,800 --------- Total 2,819 Less accumulated amortization 92 --------- Other assets and Intangibles - net $ 2,727 ========= - 5 - Intangible assets including goodwill (Note 8) are amortized on a straight-line basis over their estimated useful lives ranging from five to 20 years. Management periodically evaluates the recoverability of all intangible assets based on estimated future cash flows. Amortization expense for the year ended December 31, 1996 was $55,000. 5. TERM DEBT
Term debt at December 31, 1996 was (in thousands): Revolving credit agreement $ 300 Note payable to seller of Surgical and Orthopedic Specialties, Ltd. (Note 8), quarterly principal payments set by the note agreement plus interest at 7.54%, maturing September 1999 1,500 Note payable to bank, monthly principal payments of $16,667 plus interest at prime (8.25% at December 31, 1996) plus .75%, maturing November 2001 983 Note payable to bank, monthly installments of $16,667 plus interest at prime (8.25% at December 31, 1996) plus .75%, maturing in June 2000 700 Note payable to bank, monthly principal payments of $7,222 plus interest at prime (8.25% at December 31, 1996) plus .75%, maturing August 1999 231 Note payable to finance company, monthly principal payments of $5,761 plus interest at prime (8.25% at December 31, 1996) plus 1.5%, maturing March 1999 156 Note payable to finance company, monthly principal payments of $6,997 plus interest at prime (8.25% at December 31, 1996) plus 1.5%, maturing June 1998 125 --------- Total 3,995 Less current maturities 1,557 --------- Term debt - noncurrent portion $ 2,438 =========
Under the terms of the revolving credit agreement, the Company may borrow up to $3,000,000 at the bank's prime interest rate (8.25% at December 31, 1996) plus .5%. The borrowings on the revolving credit agreement are due on June 30, 1997. The agreement contains financial covenants requiring the Company to maintain certain financial ratios. Substantially all of the Company's assets are pledged as collateral on the revolving credit agreement and other term debt. Term debt maturities (in thousands) at December 31, 1996 are as follows: 1997 $ 1,557 1998 1,105 1999 850 2000 300 2001 183 -------- Total $ 3,995 ======== - 6 - 6. RENTAL AND LEASE AGREEMENTS Under the terms of the Asset Purchase Agreement, OrthoLogic assumed certain operating leases for regional sales and rental offices. OrthoLogic did not assume the main office and manufacturing facility, located in Columbus, Ohio, operating lease agreement where DMTI conducted its operations during 1996. Total rent expense for both the assumed and unassumed operating leases was $238,000 in 1996. The Company leases certain manufacturing and computer equipment under noncancelable lease agreements that are accounted for as capitalized leases. The leases provide that the Company pay taxes, insurance and maintenance expenses related to the equipment. Leased equipment, assumed by OrthoLogic in the acquisition, under capital leases is included in the accompanying consolidated statements of net assets as property and equipment with an aggregate cost of $59,000 and accumulated depreciation of $31,000 at December 31, 1996. The following is a schedule of future minimum lease payments for the years ending December 31 under non-cancelable lease agreements, assumed by OrthoLogic in the acquisition, with original terms in excess of one year: Capital Operating Leases Leases (In thousands) 1997 $ 18 $ 81 1998 7 72 1999 5 72 2000 3 72 2001 54 ------ ------- Total future minimum lease payments 33 $ 351 ======= Less amounts representing interest 6 ------ Present value of net minimum lease payments 27 Less current maturities 14 ------ Long-term capital lease obligations $ 13 ====== 7. COMMITMENTS AND CONTINGENCIES Certain of the Company's accounts receivable result from third party reimbursements that may be dependent on limitations imposed by the payor on the amount of reimbursement. The Company records the receivable and related revenue net of its estimate of such limitations. - 7 - 8. ACQUISITION OF BUSINESS In September 1996, DMTI acquired all of the outstanding stock of Surgical and Orthopedic Specialties, Ltd. ("SOS") for approximately $3,000,000. The consideration was comprised of $1,000,000 cash, $500,000 of common stock and $1,500,000 in a seller financed note payable (Note 5). SOS is engaged in the rental of surgical recovery equipment. Intangible assets in the accompanying consolidated balance sheet include approximately $2,500,000 of goodwill resulting from this transaction which is amortized over 20 years. The acquisition of SOS was accounted for under the purchase method. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The results of operations of SOS as they relate to the purchased assets and liabilities have been included in the statement of operations from the acquisition date. Business acquired as of September 6, 1996 (in thousands): Fair value of assets $ 3,767 Fair value of liabilities (818) Common stock issued (500) Acquisition indebtedness (1,500) ---------- Net cash paid $ 949 ========= 9. UNAUDITED INTERIM PERIODS The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the periods from January 1 to March 12, 1996 and 1997 are not necessarily indicative of the results that may be expected for the year ending December 31. The accompanying financial statements should be read in conjunction with the Company's most recent audited financial statements. 10. SUBSEQUENT EVENT On March 12, 1997, DMTI signed the Asset Purchase Agreement with OrthoLogic Corp. to sell certain assets and liabilities of DMTI and DHI for approximately $9,000,000 cash. Under the terms of the agreement, DMTI will retain the cash, certain assets and liabilities, including income tax related assets and liabilities, and any litigation; therefore, such assets and liabilities have been excluded from the accompanying statements of net assets. * * * * * * b) Pro Forma Financial Information On March 12, 1997, OrthoLogic Corp. ("OrthoLogic") acquired certain assets and assumed certain liabilities of each of Danninger Medical Technology, Inc. ("DMTI") and Danninger Healthcare, Inc. ("DHI", and together with DMTI, "Danninger"), pursuant to an Asset Purchase Agreement dated March 12, 1997, for approximately $9,000,000 cash. The Unaudited Pro Forma Consolidated Statements of Income/(Loss) for the year ended December 31, 1996 and the three months ended March 31, 1997 combine historical statements of income/(loss) for OrthoLogic and the acquired net assets of Danninger, as if the acquisition had occurred on January 1, 1996. The detailed assumptions used to prepare the unaudited pro forma consolidated financial information are contained in the accompanying Unaudited Pro Forma Consolidated Statements of Income/(Loss). These statements reflect the use of the purchase method of accounting for the acquisition. The unaudited pro forma financial information assumes the acquisition was funded from currently available cash. The unaudited pro forma consolidated financial information does not purport to represent the results of operations of OrthoLogic that actually would have resulted had the acquisition occurred on January 1, 1996, nor should it be taken as indicative of the future results of operations. OrthoLogic Corp. Unaudited Pro Forma Consolidated Statement of Income/(Loss) Three month period ended March 31, 1997
Pro Forma OrthoLogic Pro Forma Consolidated Corp. DMTI Adjustments Totals ------------ ------------ ------------ ------------ REVENUES - Net $ 17,301,715 $ 2,410,000 $ - $ 19,711,715 ------------ ------------ ------------ ------------ COST OF REVENUES Cost of goods sold 2,714,037 985,000 -- 3,699,037 Cost of rentals 2,031,331 0 -- 2,031,331 ------------ ------------ ------------ ------------ Total cost of revenues 4,745,368 985,000 -- 5,730,368 ------------ ------------ ------------ ------------ GROSS PROFIT 12,556,347 1,425,000 -- 13,981,347 ------------ ------------ ------------ ------------ OPERATING EXPENSES Selling, general and administrative 12,889,498 896,000 80,000 (a) 13,865,498 Research and development 576,056 93,000 -- 669,056 ------------ ------------ ------------ ------------ Total operating expenses 13,465,554 989,000 80,000 14,534,554 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) (909,207) 436,000 (80,000) (553,207) OTHER INCOME (EXPENSE) 636,117 (73,000) (125,000)(b) 438,117 ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES (273,090) 363,000 (205,000) (115,090) (PROVISION) BENEFIT FOR INCOME TAXES -- (148,000) 148,000 -- ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (273,090) $ 215,000 $ (57,000) $ (115,090) ------------ ------------ ------------ ------------ NET LOSS PER WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING $ (0.01) $ - $ - $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 25,037,890 - - 25,037,890 ------------ ------------ ------------ ------------
Pro Forma Adjustment Legend (a) Reflects a pro forma increase in amortization expense associated with the capitalization of the cost of acquisition in excess of net assets acquired resulting from the application of purchase accounting principles. (b) Reflects a pro forma decrease in interest income imputed on consideration paid for the acquisition. OrthoLogic Corp. Unaudited Pro Forma Consolidated Statement of Income/(Loss) Year Ended December 31, 1996
Pro Forma OrthoLogic Pro Forma Consolidated Corp. DMTI Adjustments Totals ------------ ------------ ------------ ------------ REVENUES - Net $ 41,884,239 $ 9,972,000 $ -- $ 51,856,239 ------------ ------------ ------------ ------------ COST OF REVENUES Cost of goods sold 5,714,510 4,326,000 -- 10,040,510 Cost of rentals 2,584,530 -- -- 2,584,530 ------------ ------------ ------------ ------------ Total cost of revenues 8,299,040 4,326,000 -- 12,625,040 ------------ ------------ ------------ ------------ GROSS PROFIT 33,585,199 5,646,000 -- 39,231,199 ------------ ------------ ------------ ------------ OPERATING EXPENSES Selling, general and administrative 31,900,966 3,736,000 385,000 (a) 36,021,966 Research and development 2,169,090 414,000 -- 2,583,090 ------------ ------------ ------------ ------------ Total operating expenses 34,070,056 4,150,000 385,000 38,605,056 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) (484,857) 1,496,000 (385,000) 626,143 OTHER INCOME (EXPENSE) 3,023,246 (183,000) (600,000)(b) 2,240,246 ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES 2,538,389 1,313,000 (985,000) 2,866,384 (PROVISION) BENEFIT FOR INCOME TAXES - (526,000) 526,000 - ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 2,538,389 $ 787,000 $ (459,000) $ 2,866,389 ------------ ------------ ------------ ------------ NET INCOME PER WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING $ 0.11 $ -- $ -- $ 0.12 ------------ ------------ ------------ ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 24,143,763 -- -- 24,143,763 ------------ ------------ ------------ ------------
Pro Forma Adjustment Legend (a) Reflects a pro forma increase in amortization expense associated with the capitalization of the cost of acquisition in excess of net assets acquired resulting from the application of purchase accounting principles. (b) Reflects a pro forma decrease in interest income imputed on consideration paid for the acquisition. (c) Exhibits. See the Exhibit Index, which is incorporated herein by reference, immediately following the Signature page to this Report. 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. ORTHOLOGIC CORP. June 9, 1997 By /s/ Allen R. Dunaway ------------------------------------- Allen R. Dunaway Chief Financial Officer 3 EXHIBIT INDEX
Sequentially Exhibit No. Description of Exhibit Paginated No. - ------------------ ------------------------------------------------------------------------- --------------------- * 2.1 Asset Purchase Agreement dated March 12, 1997 by and among OrthoLogic Corp., a Delaware corporation, Danninger Medical Technology, Inc., a Delaware corporation, and Danninger Healthcare, Inc., an Ohio corporation........................ 23.1 Consent of Deloitte & Touche LLP ......................................
- --------------------------- * Previously filed. E-1 EX-23.1 2 INDEPENDENT AUDITORS' CONSENT INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements No. 33-79010, No. 333-1268 and No. 333-09785 of OrthoLogic Corp. on Form S-8 and Registration Statements No. 33-82050 and No. 333-1558 of OrthoLogic Corp. on form S-3 of our report dated May 8, 1997 (relating to the financial statements as of December 31, 1996 and for the year then ended) of net assets of Danninger Medical Technology, Inc. and Danninger Healthcare, Inc. to be acquired by OrthoLogic Corp. appearing in this Form 8-K/A of OrthoLogic Corp. DELOITTE & TOUCHE LLP Phoenix, Arizona June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----