0000950116-01-500959.txt : 20011019
0000950116-01-500959.hdr.sgml : 20011019
ACCESSION NUMBER: 0000950116-01-500959
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011012
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011012
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP
CENTRAL INDEX KEY: 0000896747
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 141702188
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28666
FILM NUMBER: 1758081
BUSINESS ADDRESS:
STREET 1: 122 SMITH ROAD
CITY: KINDERHOOK
STATE: NY
ZIP: 12106
BUSINESS PHONE: 8002271243
MAIL ADDRESS:
STREET 1: 122 SMITH ROAD
CITY: KINDERHOOK
STATE: NY
ZIP: 12106
8-K
1
eightk.txt
8-K
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): October 12, 2001
AMERICAN BIO MEDICA CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New York 0-28666 14-1702188
---------------------------- ------------------------ ----------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
122 Smith Road, Kinderhook, NY 12106
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 227-1243
ITEM 5. OTHER EVENTS
On August 22, 2001, the registrant raised gross proceeds of $2,549,000,
with net proceeds of $2,329,000 after placement, legal, transfer agent and
accounting fees, in a private placement consisting of 2,549,000 units. Each unit
was comprised of one share of the registrant's common stock at a price of $1.00
per unit together with a warrant to purchase 0.5 shares of the registrant's
common stock at a price equal to the closing price of the common stock on the
Nasdaq SmallCap Market on the date immediately preceding the closing of the
private placement, or $1.05 per share. Additional warrants to purchase 203,920
common shares of the registrant's common stock were issued to Brean Murray &
Co., Inc., the placement agent and its sub-agents, in this best efforts
offering.
The most significant use of funds from this offering was a settlement
payment to the registrant's attorneys that had been retained to represent the
registrant in patent litigation that the registrant had filed against numerous
parties. In addition, the funds have been used to ramp up the registrant's
inventory levels in anticipation of increased sales of its products. The
remaining proceeds from the financing will be used for working capital and
general corporate purposes.
The common shares, common stock purchase warrants and the common shares
underlying the purchase warrants will be registered under the Securities Act of
1933 in an S-3 Registration Statement and may be offered or sold by the
investors at such time the registration statement is declared effective by the
Securities and Exchange Commission.
A copy of the Company's news release announcing the completion of the
private placement is filed as Exhibit 99.1 to this report and is incorporated in
this report by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro-forma Financial Statements
The following pro-forma American Bio Medica Corporation balance sheet
demonstrates the effects of the funds raised in the August 2001 private
placement (as described in Item 5) on the registrant's financial
condition as of August 31, 2001:
2
American Bio Medica Corporation
Balance Sheets
July 31, August 31
2001 Pro forma 2001
(Unaudited) Adjustments (Unaudited)
------------- ----------- -------------
Assets
Current assets:
Cash and cash equivalents $ 187,000 $1,654,000(1),(3) $ 1,841,000
Investments 28,000 28,000
Accounts receivable, net 883,000 883,000
Inventory 1,684,000 1,684,000
Other receivables 261,000 261,000
Prepaid expenses and other current assets 40,000 40,000
------------ ---------- ------------
Total current assets 3,083,000 1,654,000 4,737,000
Property, plant and equipment, net 391,000 391,000
Restricted cash 120,000 120,000
Other assets 67,000 67,000
------------ ---------- ------------
$ 3,693,000 $1,654,000 $ 5,347,000
============ ========== ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 2,544,000 (901,000)(2),(3) $ 1,643,000
Current portion of capital lease obligations 18,000 18,000
------------ ---------- ------------
Total current liabilities 2,562,000 (901,000) 1,661,000
Long term portion of capital lease obligations 20,000 20,000
------------ ---------- ------------
Total liabilities 2,582,000 (901,000) 1,681,000
Stockholders' equity:
Preferred stock; par value $.01 per share;
5,000,000 shares authorized; none issued and
outstanding
Common stock; par value $.01 per share;
30,000,000 shares authorized;
20,544,548 and 17,995,548 shares issued and
outstanding at July 31, 2001 and April 30,
2001, respectively 180,000 25,000(1) 205,000
Additional paid-in capital 15,272,000 2,304,000(1) 17,576,000
Unearned compensation (116,000) (116,000)
Subscription receivable (5,000) (5,000)
Due from officer/director/shareholder
(collateralized by 1,000,000 shares of the
Company's common stock) (485,000) (485,000)
Accumulated deficit (13,735,000) 226,000(2),(3) (13,509,000)
------------ ---------- ------------
Total Equity 1,111,000 2,555,000 3,666,000
------------ ---------- ------------
$ 3,693,000 $1,654,000 $ 5,347,000
============ ========== ============
(1) To reflect ABMC's sale of 2,549,000 units for $1 per unit comprised of 1
share of common stock and 1 warrant to purchase 1/2 share of common stock
for $1.05, net of $220,000 for transaction, accounting, and legal fees.
(2) Results of operations for August 2001.
(3) Results of settling outstanding legal obligations in connection with patent
litigation.
3
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
99.1 American Bio Medica Corporation press release dated August 23,
2001
4
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.
AMERICAN BIO MEDICA CORPORATION
(Registrant)
Dated: October 12, 2001 By: /s/ Keith E. Palmer
----------------------------
Keith E. Palmer
Chief Financial Officer
5
Exhibit Index
Exhibit No. Description Page No.
----------- ----------- --------
99.1 American Bio Medica Corporation press 7
release dated August 23, 2001
EX-99.1
3
ex99-1.txt
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE:
ABMC COMPLETES $2.55 MILLION PRIVATE PLACEMENT OF COMMON SHARES
KINDERHOOK, NY, August 23, 2001 - American Bio Medica Corporation (NASDAQ:ABMC)
today announced it has completed the private placement of 2.55 million
newly-issued common shares, together with warrants to purchase 1.27 million
shares of common stock at $1.05 per share, for gross proceeds of $2.55 million.
ABMC estimates its net proceeds, after deducting the placement agent's
commission and the expenses of the offering, will be approximately $2.3 million.
Brean Murray & Co., Inc., New York, NY, acted as exclusive placement agent in
the offering.
Robert L. Aromando, Jr., Chairman and Chief Executive Officer of ABMC, commented
"We continue to aggressively pursue sales opportunities to achieve our business
objectives and the proceeds of this offering will enable us to fund expansion of
our manufacturing capacity to meet expected market and customer demands."
About American Bio Medica Corporation
American Bio Medica Corporation develops, manufactures and markets inexpensive,
accurate on-site drugs-of-abuse diagnostic kits, sprays and support services
worldwide. The company's global distributors target the workplace, physicians,
corrections, clinical and educational markets. ABMC's Drug Detector(TM)
identifies minute traces of illegal drugs on surfaces, while the company's Rapid
Drug Screen(TM) tests individuals and is proven to correlate greater than 99%
with the standard laboratory screening test.
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risk and
uncertainties, including without limitation, continued acceptance of the
Company's products, increased levels of competition for the Company, new
products and technological changes, intellectual property rights and other risks
detailed from time to time in the Company's periodic reports filed with the
Securities and Exchange Commission.
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