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UNITED STATES
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): September 30, 1999
OXBORO MEDICAL INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 000-18785 41-1391803
- ---------------------------- --------------------- ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
13828 Lincoln Street NE
Ham Lake, Minnesota 55304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 755-9516
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Items 1, 2, 3, 4, 6 and 8 are not applicable and therefore omitted.
Item 5. OTHER EVENTS.
COMPLIANCE WITH NASDAQ STOCK MARKET RULES
Under the rules of the Nasdaq SmallCap Stock Market, the Company must
maintain net tangible assets (assets, excluding goodwill, less liabilities) of
at least $2,000,000. On June 30, 1999, the Company reported net tangible assets
in its Form 10-QSB filed with the Commission of $1,627,963, which was
approximately $372,000 less than the $2,000,000 required by the Nasdaq SmallCap
Stock Market.
On September 1, 1999, Oxboro effected a rights offering of Common Stock
and Warrants to purchase Common Stock of the Company. The rights offering was
part of a plan of compliance to bring the Company's net tangible assets up to
the Nasdaq SmallCap Stock Market minimum requirement. After giving effect to
the sale of 297,056 shares of the Company's Common Stock and 148,528 Warrants
on September 30, 1999, the Company's pro forma shareholders equity at August
31, 1999 (unaudited and as adjusted) showed net tangible assets of
$2,192,743. As a result of the September 30, 1999 sale of Common Stock and
Warrants, the Company believes it is in compliance with the Nasdaq SmallCap
Stock Market net tangible asset requirement.
EXTENSION OF RIGHTS OFFERING PERIOD
Effective September 30, 1999, the Board of Directors of the Company
elected to exercise their right to extend the initial rights offering period
to October 29, 1999 and the oversubscription period for the rights offering
to November 30, 1999.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION.
Pro Forma Condensed Balance Sheet as of
August 31, 1999 (unaudited)...................................F-1
Pro Forma Condensed Statement of Operations-
Eleven Months Ended August 31, 1999 (unaudited)...............F-3
(c) EXHIBITS.
Exhibit 99.1 Press Release of the Company at October 5, 1999,
relating to compliance with Nasdaq Stock Market rules
and extension of rights offering.
2
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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, thereunto duly authorized.
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/Matthew E. Bellin
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Its President and Chief Executive Officer
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Dated: October 5, 1999
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OXBORO MEDICAL INTERNATIONAL, INC.
PRO FORMA CONDENSED BALANCE SHEET
AUGUST 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA TOTAL AFTER
HISTORICAL ADJUSTMENTS RIGHTS OFFERING
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $ 153,908 $ 371,320(1) $ 525,228
Accounts receivable 657,276 657,276
Inventory 615,279 615,279
Deferred income taxes 103,000 103,000
Income taxes receivable 52,758 52,758
Notes Receivable 245,000 245,000
Other current assets 162,627 (75,000)(1) 87,627
----------- ----------- -----------
TOTAL CURRENT ASSETS 1,989,848 296,320 2,286,168
PROPERTY AND EQUIPMENT
Building 905,366 905,366
Land 57,211 57,211
Furniture and equipment 901,734 901,734
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1,864,311 0 1,864,311
Less accumulated depreciation (902,898) (902,898)
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961,413 0 961,413
Cash surrender value of life insurance 159,740 159,740
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TOTAL ASSETS $ 3,111,001 $ 296,320 $ 3,407,321
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to bank $ 145,313 $ $ 145,313
Current maturity of long term debt 7,621 7,621
Accounts payable 116,307 116,307
Accrued salaries and wages 111,376 111,376
Accrued consulting fees 186,032 186,032
Other accrued expenses 174,508 174,508
----------- ----------- -----------
TOTAL CURRENT LIABILITIES 741,157 0 741,157
Long-term debt 370,421 370,421
Deferred income taxes 103,000 103,000
SHAREHOLDERS' EQUITY
Common stock 24,176 2,910(1) 27,086
Additional paid-in-capital 1,533,627 293,410(1) 1,827,037
Retained earnings 557,926 557,926
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2,115,729 296,320 2,412,049
Receivable from ESOP (174,306) (174,306)
Stock subscription receivable (45,000) (45,000)
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TOTAL SHAREHOLDERS' EQUITY 1,896,423 296,320 2,192,743
----------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,111,001 $ 296,320 $ 3,407,321
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS.
F-1
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NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(1) This Condensed Unaudited Pro Forma Balance Sheet at August 31, 1999 has
been adjusted to reflect the issuance by the Company of 290,976 shares of
Common Stock and 145,448 Warrants on September 30, 1999 in a rights
offering to shareholders of the Company for aggregate consideration of
$371,320. Additionally, expenses of $75,000 related to the offering have
been offset against proceeds. Apart from these adjustments, this
Condensed Unaudited Pro Forma Balance Sheet does not reflect any other
changes occurring subsequent to August 31, 1999 and is not necessarily
indicative of the results that may be expected for the quarter and the
fiscal year ended September 30, 1999.
F-2
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OXBORO MEDICAL INTERNATIONAL, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
ELEVEN MONTHS ENDED
AUGUST 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA TOTAL AFTER
HISTORICAL ADJUSTMENTS RIGHTS OFFERING
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<S> <C>
Net sales $4,681,751 $4,681,751
Cost of goods sold 2,729,642 2,729,642
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Gross profit 1,952,109 1,952,109
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Selling, general and administrative expenses 2,846,286 2,846,286
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Operating loss (894,177) (894,177)
Gain on disposal of business segment 2,955 2,955
Interest and other income (expense) (89,599) (89,599)
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Loss before income taxes (980,821) (980,821)
Income tax expense - -
Net loss $ (980,821) $ (980,821)
----------- -----------
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Net loss per share
Basic (2.02) (1.26)
Diluted (2.02) (1.26)
Weighted average common and common
equivalent shares outstanding
Basic 484,912 (1)290,976 775,888
Diluted 484,912 (1)290,976 775,888
</TABLE>
F-3
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
OXBORO MEDICAL INTERNATIONAL, INC. ANNOUNCES RESULTS OF INITIAL RIGHTS OFFERING
PERIOD AND EXTENSION OF RIGHTS OFFERING
MINNEAPOLIS, October 5, 1999/PRNewswire/ -- Oxboro Medical International, Inc.
(Nasdaq: OMED - news) today announced the results of the initial offering period
for its rights offering to shareholders. The rights offering became effective on
September 1, 1999. The initial phase of the offering ended on September 30,
1999. Under the terms of the offering, each Oxboro shareholder was entitled to
purchase two shares of Common Stock and one Warrant for purchase of one
additional share of Common Stock of the Company for each share held. Gross
proceeds from the sale of Oxboro Common Stock in the rights offering at
September 30, 1999 were $371,320.
The Company also announced today that it has exercised its right to extend
the rights offering. Under the terms of the offering, Oxboro shareholders of
record at August 20, 1999 were entitled to exercise their purchase rights for
an initial 30-day offering period, ending September 30, 1999, followed by a
30-day over-subscription privilege, subject to the Company's right to extend
the offering. The Company has exercised its right to extend the initial
offering period to October 29, 1999 and has also extended the
over-subscription privilege to November 30, 1999. As extended, the offering
will terminate on November 30, 1999.
The proceeds from the initial phase of the rights offering will enable the
Company to meet the Nasdaq net tangible asset requirement for continued listing
on the Nasdaq SmallCap Market. Under the rules of the Nasdaq Stock Market, the
Company must maintain net tangible assets (assets, excluding goodwill, less
liabilities) of at least $2,000,000. On June 30, 1999, the Company reported net
tangible assets in its Form 10-QSB filed with the Commission of $1,627,963,
which was approximately $372,000 less than the $2,000,000 listing requirement.
The Company effected its rights offering as part of a plan of compliance to meet
Nasdaq's net tangible asset requirement.
Oxboro's Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"OMED." A registration statement relating to these securities was filed with the
SEC and was declared effective by the SEC on September 1, 1999. This press
release does not constitute an offer to sell or the solicitation of an offer to
buy nor will the Company make any sales of these securities in any state in
which an offer, solicitation or sale pursuant to the rights offering would be
unlawful prior to registration or qualification under the securities laws of
that state.
Forward Looking Statements
The Company may from time to time make written or oral "forward-looking
statements," whether in its new releases, its filings with the SEC or in its
reports to shareholders, or elsewhere. "Forward-looking statements" are
statements such as those contained in projections, plans, objectives, estimates,
statements of future economic performance, and assumptions related to any of the
foregoing, and may be identified by the use of forward-looking terminology, such
as "may,"
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"expect," "anticipate," "estimate," "goal," "continue," or other comparable
terminology. By their very nature, forward-looking statements are subject to
known and unknown risks and uncertainties relating to the Company's future
performance that may cause the actual results, performance or achievements of
the Company, or industry results, to differ materially from those expressed or
implied in any such "forward-looking statements." Various factors and risks (not
all of which are identifiable at this time) could cause the Company's results,
performance or achievements to differ materially from that contained in the
Company's forward-looking statements, and investors are cautioned that any
forward-looking statement contained herein or elsewhere is qualified by and
subject to the warnings and cautionary statements contained above and in its
filings with the SEC. The Company does not undertake and assumes no obligation
to update any forward-looking statement that may be made from time to time by or
on behalf of the Company.
FOR FURTHER INFORMATION:
Matthew E. Bellin, President
Oxboro Medical International, Inc.
612-755-9516 telephone
612-755-9466 fax
