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
JUNE 20, 1997
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(Date of Report)
GLOBAL MED TECHNOLOGIES, INC.
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(Exact Name of Registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation)
0 - 22083 84-1116894
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(Commission File Number) (IRS Employer Identification Number)
12600 WEST COLFAX, SUITE A-500, LAKEWOOD, CO 80215
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(Address of principal executive offices including zip code)
(303) 238-2000
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(Registrant's telephone number including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
This report consists of 10 sequentially numbered pages.
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On June 20, 1997, Global Med Technologies, Inc. ("the Company")
entered into a letter of intent with National Medical Review Offices, Inc.
("NMRO") which provides, subject to the approval of the shareholders of the
Company and the satisfaction of certain other conditions, that the Company
will sell its DataMed International Division ("DataMed Division") to NMRO.
The letter of intent provides that NMRO will (i) pay the Company $1.2
million in cash, $600,000 of which was deposited into an escrow account
with a bank on July 2, 1997, (ii) assume certain capital lease obligations
related to the DataMed Division as of June 30, 1997, (iii) assume accounts
payable and accrued expenses related to the DataMed Division as of
June 30, 1997, and (iv) be assigned accounts receivable related to the
DataMed Division at June 30, 1997.
The letter of intent provides that NMRO will assume the operations of
the DataMed Division, effective June 30, 1997. The contracts pursuant to
which the DataMed Division performs substance abuse testing for its
customers are not assignable. Therefore, the Company has agreed to
encourage the DataMed Division's customers to enter into new substance
abuse testing contracts with NMRO, and to use its best efforts to
facilitate customers' transfer to NMRO. There will be no adjustment in the
purchase price to be paid to the Company, however, in the event current
DataMed Division customers do not enter into new substance abuse contracts
with NMRO.
It is anticipated that most of the employees of the DataMed Division
will be employed by NMRO, and the letter of intent provides that NMRO will
assume the accrued payroll and vacation pay related to these employees.
Among the employees who would become employees of NMRO is Bart K. Valdez,
who is currently the acting Chief Financial Officer of the Company, as well
as the Director of Operations of the DataMed Division.
The terms of the agreement with NMRO resulted from arm's length
negotiations between representatives of the Company and representatives of
NMRO.
Consummation of the transaction is dependent upon preparation and
execution of a definitive asset purchase and sale agreement, completion of
NMRO's due diligence, approval of the Company's shareholders and various
other conditions. The final agreement will also include the Company's
agreement not to compete with NMRO in the substance abuse testing business
and to maintain the confidentiality of trade secrets of that business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Financial Statements: continued on page 3.
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<PAGE>
Unaudited Pro Forma
Consolidated Financial Information Page of this Report
Unaudited Pro Forma Consolidated Balance Sheet
at March 31, 1997 5
Unaudited Pro Forma Consolidated Statements of
Operations for the three months ended March 31, 1997
and for the year ended December 31, 1996 7
Notes to Unaudited Pro Forma Consolidated
Financial Information 8
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<PAGE>
Global Med Technologies, Inc.
Unaudited Pro Forma Consolidated Financial Information
Introduction
The following unaudited pro forma consolidated balance sheet and
consolidated statements of operations (collectively, the "Unaudited Pro
Forma Consolidated Financial Information") illustrate the effect of the
disposition of the DataMed International Division ("DataMed Division").
The Unaudited Pro Forma Consolidated Statements of Operations present the
results of Global Med Technologies, Inc. and its two divisions
(collectively the "Company") for the three months ended March 31, 1997 and
for the year ended December 31, 1996 as if the disposition occurred on
December 31, 1995. The Unaudited Pro Forma Consolidated Balance Sheet as
of March 31, 1997 presents the financial position of the Company as if the
disposition had occurred on March 31, 1997.
The Unaudited Pro Forma Consolidated Financial Information is
presented for illustrative purposes only, and does not purport to represent
what the Company's financial position or results of operations would have
been had the transaction described in fact occurred on the dates indicated
above or to represent the Company's financial position or results of
operations as of or for the six months ended June 30, 1997 or for any other
future date or period. Based on preliminary estimates, management
anticipates that the pro forma financial information as of and for the six
months ended June 30, 1997 will not be consistent with the accompanying
Unaudited Pro Forma Financial Information due to the expected continued
losses of the DataMed Division for the three months ended June 30, 1997 and
due to the anticipated decrease in software and related revenue expected
from the Company's Wyndgate division during the three months ended June 30,
1997.
Statements in this Current Report on Form 8-K that are not strictly
historical are "forward-looking" statements within the meaning of the Safe
Harbor provisions of the federal securities laws. Forward-looking
statements involve risks and uncertainties, including, but not limited to,
continued acceptance of the Company's products and services in the market
place, competitive factors, new products and services in the marketplace,
new products and technological changes, the Company's dependence upon
third party suppliers and other risks detailed from time to time
in the Company's form 10-K and other regularly filed reports.
The following Unaudited Pro Forma Consolidated Financial Information
should be read in conjunction with the audited consolidated financial
statements and the notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996. Additional information
regarding factors that could potentially affect the Company or its
financial results may be included in the Company's other filings with the
Securities and Exchange Commission.
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<PAGE>
GLOBAL MED TECHNOLOGIES, INC.
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
BALANCE SHEET PRO FORMA BALANCE SHEET
MARCH 31, 1997 ADJUSTMENTS MARCH 31, 1997
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<S> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 6,219 $ 1,200 $ 7,419
Accounts receivable-trade, net of
allowance for uncollectible
accounts of $220 at
March 31, 1997 1,195 (894) 301
Unbilled revenues, net of allowance
for uncollectible accounts of
$150 at March 31, 1997 804 (75) 729
Prepaid expense and other assets 140 (3) 137
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Total current assets 8,358 228 8,586
Equipment and fixtures, at cost:
Furniture and fixtures 197 (128) 69
Machinery and equipment 390 (225) 165
Computer hardware and software 1,334 (647) 687
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1,921 (1,000) 921
Less accumulated depreciation and
amortization (669) 369 (300)
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1,252 (631) 621
Capitalized software development
costs, less accumulated
amortization of $223 at
March 31, 1997 316 --- 316
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Total assets $ 9,926 $ (403) $ 9,523
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</TABLE>
SEE NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
GLOBAL MED TECHNOLOGIES, INC.
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET (CONTINUED)
(IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
BALANCE SHEET PRO FORMA BALANCE SHEET
MARCH 31, 1997 ADJUSTMENTS MARCH 31, 1997
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<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,331 $ (997) $ 334
Accrued expenses 1,225 (550) 675
Accrued payroll 283 (91) 192
Accrued compensated absences 415 (40) 375
Noncompete accrual 150 --- 150
Unearned revenue 1,582 --- 1,582
Short-term debt 39 --- 39
Notes payable (including $50 to
related parties at March 31, 1997) 324 --- 324
Current portion of capital lease
obligations 437 (232) 205
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Total current liabilities 5,786 (1,910) 3,876
Capital lease obligations, less current
portion 605 (313) 292
Commitments and contingencies --- --- ---
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares - 10,000
None issued or outstanding --- --- ---
Common stock, $.01 par value:
Authorized shares - 40,000
Issued and outstanding shares -
7,909 at March 31, 1997 79 --- 79
Additional paid-in capital 12,745 --- 12,745
Accumulated deficit (9,289) 1,820 (7,469)
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Total stockholders' equity 3,535 1,820 5,355
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Total liabilities and stockholders'
equity $ 9,926 $ (403) $ 9,523
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</TABLE>
SEE NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
GLOBAL MED TECHNOLOGIES, INC.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER COMMON SHARE INFORMATION)
THREE MONTHS YEAR ENDED
ENDED DECEMBER 31,
MARCH 31, 1997 1996
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Revenue:
Software sales and consulting $ 1,000 $ 3,648
Hardware and software, obtained
from vendors 170 928
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TOTAL REVENUE 1,170 4,576
Cost of revenue and product development:
Software sales and consulting 301 937
Hardware and software, obtained
from vendors 143 946
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TOTAL COST OF REVENUE AND
PRODUCT DEVELOPMENT 444 1,883
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Gross Profit 726 2,693
Operating Expenses:
Payroll and other 496 1,524
General and administrative 237 925
Sales and marketing 434 903
Research and development 429 1,538
Provision for doubtful accounts 70 19
Depreciation and amortization 60 198
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LOSS FROM OPERATIONS (1,000) (2,414)
Interest income 50 25
Interest expense (36) (239)
Other (79) (250)
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Loss before provision for income taxes (1,065) (2,878)
Provision for income taxes ------ ------
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LOSS $ (1,065) $ (2,878)
NET LOSS PER COMMON SHARE $ (0.17) $ (0.66)
Common shares used in computing
net loss per common share 6,203 4,384
SEE NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
Global Med Technologies, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Information
Balance Sheet Pro Forma Adjustments:
Certain assets and liabilities attributable to the DataMed Division
have been eliminated to reflect the sale of the DataMed Division to
National Medical Review Offices, Inc., a privately owned company, pursuant
to the June 20, 1997 Letter of Intent. In exchange for the DataMed
Division and in accordance with the Letter of Intent, the Company is to
receive $1.2 million in cash.
Statements of Operations Pro Forma Adjustments:
The results of the DataMed Division have been reported in the
historical consolidated statements of operations for the Company. The
accompanying Unaudited Pro Forma Consolidated Statements of Operations
excludes all of the operating results related to the DataMed Division,
which are shown below:
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<PAGE>
THREE MONTHS YEAR ENDED
ENDED DECEMBER 31,
MARCH 31, 1997 1996
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(In thousands except per
common share information)
Substance abuse testing and
other revenue $ 1,418 $ 6,458
Cost of revenue 1,089 4,587
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Gross Profit 329 1,871
Operating expenses:
Payroll and other 322 1,200
General and Administrative 181 603
Sales and marketing 175 900
Research and development 78 327
Provision for doubtful accounts 14 88
Depreciation and amortization 69 272
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LOSS FROM OPERATIONS (510) (1,519)
Interest Expense (22) (79)
Other --- (16)
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Loss before provision for income taxes (532) (1,614)
Provision for income taxes --- ---
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NET LOSS (532) (1,614)
========== ==========
NET LOSS PER COMMON SHARE $ (0.09) $ (0.36)
Common shares used in computing
net loss per common share 6,203 4,384
(b) Exhibits: None
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<PAGE>
SIGNATURES
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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, thereunto duly authorized.
GLOBAL MED TECHNOLOGIES, INC.
Date: July 7, 1997 By /s/ MICHAEL I. RUXIN
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Michael I. Ruxin
Chief Executive Officer
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