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