<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______.
Commission File Number: 0-11371
BIOSONICS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2161932
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
260 NEW YORK DRIVE
FORT WASHINGTON, PENNSYLVANIA 19034
(Address of principal executive offices) (Zip Code)
(215) 646-7100
(Registrant's telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: As of September 30th 1996,
there were outstanding 287,588,936 shares of the Registrant's Common Stock,
$.0001 par value.
Page 1 of 14 pages
Exhibit Index is on Page 13
<PAGE> 2
BIOSONICS, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets:
September 30, 1996 and December 31, 1995 3
Statements of Loss:
Three and Nine Months Ended September 30, 1996 and 1995 4
Statements of Deficit Accumulated:
Nine Months Ended September 30, 1996 and 1995 5
Statements of Cash Flows:
Nine Months Ended September 30, 1996 and 1995 6 & 7
Statements of Shareholders' Equity - Paid-In-Capital:
November 30, 1980 (inception) to September 30, 1996 8 - 10
Note to Financial Statements 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
<PAGE> 3
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
Unaudited
SEPTEMBER 30 DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Current assets
Cash (including interest bearing deposits
of $10 in 1996 and 1995) $ 260 $ 260
Accounts receivable (net of allowance for doubtful
accounts of $6,000 in 1996 and 1995) 5,682 21,013
Inventory 65,080 70,084
Prepaid expenses and other current assets 4,853 8,851
------------ ------------
Total current assets 75,875 100,208
Equipment, furniture and leaseholds, net
of accumulated depreciation 21,006 25,011
Deposits 8,431 8,431
------------ ------------
Total assets $ 105,312 $ 133,650
============ ============
Liabilities and Shareholders' Deficit
Current liabilities
Notes payable $ 243,000 $ 660,444
Accounts payable and accrued expenses 1,681,947 1,691,647
Bonds unissued 187,000 187,000
Proceeds for common stock unissued 0 271,000
------------ ------------
Total current liabilities 2,111,947 2,810,091
------------ ------------
Shareholders' deficit
Preferred stock - Series A, authorized 10,000,000 shares at $1 par value;
issued and outstanding - 1,000 shares at December 31, 1995 0 1,000
Preferred stock - Series B, authorized 10,000 shares at $1 par value;
issued and outstanding - 3,250 shares at December 31, 1995 0 3,250
Preferred stock - Series D, authorized 10,000 shares at $1 par value;
issued and outstanding - 3,000 shares at December 31, 1995 0 3,000
Common stock - authorized 750,000,000 shares at .0001 par value; issued and
outstanding 287,588,936 and 243,333,936 shares at
September 30, 1996 and December 31, 1995 respectively 28,759 24,333
Capital in excess of par value 11,586,749 10,345,207
Deficit accumulated during development stage (13,622,143) (13,053,231)
------------ ------------
Total shareholders' deficit (2,006,635) (2,676,441)
------------ ------------
Total liabilities and shareholders' deficit $ 105,312 $ 133,650
============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
3
<PAGE> 4
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED 11/13/80 (INCEPTION)
SEPTEMBER 30, SEPTEMBER 30, TO SEPTEMBER 30,
----------------------- ----------------------- -----------------------------
1996 1995 1996 1995 1996 1995
--------- --------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Development stage expenses
Research and development costs $ 0 $ 13,267 $ 0 $ 5,943 $ 4,144,553 $ 4,137,703
Professional fees 109,691 62,004 72,691 8,480 2,732,128 2,629,744
Other development stage expenses 471,091 371,989 250,853 104,786 7,912,411 7,340,583
--------- --------- --------- --------- ------------ ------------
Total development stage expenses 580,782 447,260 323,544 119,209 14,789,092 14,108,030
Less: Revenues from cost recovery
program -- -- -- -- 118,082 118,082
--------- --------- --------- --------- ------------ ------------
Net development stage expenses 580,782 447,260 323,544 119,209 14,671,010 13,989,948
--------- --------- --------- --------- ------------ ------------
Sales 34,911 45,716 5,786 23,190 831,514 779,813
Cost of sales 23,116 33,097 6,950 18,022 537,893 505,894
--------- --------- --------- --------- ------------ ------------
Gross profit 11,795 12,619 ( 1,164) 5,168 293,621 273,919
--------- --------- --------- --------- ------------ ------------
Other income
Investment income -- -- -- -- 727,551 722,272
Gain on sale of fixed assets -- -- -- -- 7,620 7,620
Other income 75 5,279 -- 14 20,075 25,279
--------- --------- --------- --------- ------------ ------------
Total other income 75 5,279 -- 14 755,246 755,171
--------- --------- --------- --------- ------------ ------------
Net loss ($568,912) ($429,362) ($324,708) ($114,027) ($13,622,143) ($12,960,858)
========= ========= ========= ========= ============ ============
Loss per common share ($ .002) ($ .002) ($ .001) ($ .001) ($ .055) ($ .053)
========= ========= ========= ========= ============ ===========
</TABLE>
The accompanying note is an integral part of these financial statements.
4
<PAGE> 5
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED 11/13/80 (INCEPTION)
SEPTEMBER 30, TO SEPTEMBER 30,
-------------------------------- ---------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BEGINNING BALANCE (13,053,231) ($12,531,496) $ - $ -
NET LOSS ( 568,912) ( 429,362) ( 13,622,143) ( 12,960,858)
----------- ----------- ----------- -----------
ENDING BALANCE (13,622,143) ($12,960,858) ($13,622,143) ($12,960,858)
========== =========== =========== ===========
</TABLE>
The accompanying note is an integral part of these financial statements.
5
<PAGE> 6
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED 11/13/80 (INCEPTION)
SEPTEMBER 30, TO SEPTEMBER 30
----------------------- -----------------------------
1996 1995 1996 1995
--------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss ($568,912) ($429,362) ($13,622,143) ($12,960,858)
--------- --------- ------------ ------------
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 4,005 13,267 372,688 361,833
Increase in allowance for doubtful accounts -- -- 6,000 2,000
Increase in reserve for inventory obsolescence -- -- 40,000 40,000
Loss on lease abandonment -- -- 19,550 19,550
Gain on sale of fixed assets -- -- ( 7,620) ( 7,620)
Common stock issued for services 167,750 -- 625,959 458,209
Common stock issued for product rights -- -- 12,501 12,501
Change in
Accounts receivable 15,331 ( 21,380) ( 11,682) ( 27,850)
Inventory 5,004 13,882 ( 105,080) ( 111,805)
Prepaid expenses and other current assets 3,998 ( 3,052) ( 4,853) ( 9,782)
Accounts payable and accrued expenses 102,824 243,375 1,862,471 1,777,082
------- ------- --------- ---------
Total adjustments 298,912 246,092 2,809,934 2,514,118
------- ------- --------- ---------
Net cash used in operating activities (270,000) (183,270) (10,812,209) (10,446,740)
-------- -------- ----------- -----------
Cash flows from investing activities
Sale of fixed assets $ -- $ -- $ 10,825 $ 10,825
Capital expenditures -- (26,730) ( 363,305) ( 358,774)
Issuance of note receivable -- -- ( 30,000) ( 30,000)
(Increase) decrease in deposits -- -- ( 8,431) ( 8,431)
Decrease in note receivable -- -- 30,000 30,000
Decrease in capitalized patents -- -- ( 45,690) ( 45,690)
-------- -------- ----------- -----------
Net cash provided (used) in investing activities -- (26,730) (406,601) ( 402,070)
-------- -------- ----------- -----------
</TABLE>
The accompanying note is an integral part of these financial statements.
6
<PAGE> 7
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED 11/13/80 (INCEPTION)
SEPTEMBER 30, TO SEPTEMBER 30,
-------------------------- ----------------------------
1996 1995 1996 1995
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Cash flows from financing activities
Proceeds for bonds unissued -- -- 190,000 190,000
Repayments for bonds unissued -- -- ( 3,000) ( 3,000)
Proceeds for common stock unissued -- -- 271,000 271,000
Principal payments of note payable (235,000) (25,000) (307,000) ( 97,000)
Proceeds from issuance of note payable -- 35,000 789,444 814,444
Decrease in capitalized organization costs -- ( 7,453) ( 7,453)
Proceeds from issuance of preferred stock 505,000 200,000 1,105,000 500,000
Proceeds from issuance of common stock -- -- 9,181,079 9,181,079
------------ ---------- ------------ -----------
Net cash provided by financing activities 270,000 210,000 11,219,070 10,849,070
------------ ---------- ------------ -----------
Net increase (decrease) in cash and cash equivalents -- -- 260 260
Cash and cash equivalents, beginning 260 260 -- --
------------ ---------- ------------ -----------
Cash and cash equivalents, ending $ 260 $ 260 $ 260 $ 260
============ ========== ============ ===========
Schedule of noncash financing transactions:
Issuance of common stock from
various items:
Common stock unissued 271,000 -- 271,000 --
Notes payable 182,444 -- 182,444 --
Accounts payable and accrued expenses 197,524 -- 197,524 --
Preferred stock 725,000 -- 725,000 --
Less common stock issued (1,375,968) -- (1,375,968) --
------------ ------------
Proceeds from common stock issued 0 -- 0 --
============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
7
<PAGE> 8
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL
NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
---------- ---------------- --------- --------------- -----
<S> <C> <C> <C> <C>
1/13/81 150,000,000 $.0001 $ 15,001 (A)
1/31/81 4,400,000 .025 110,000 (B)
1981 400,000 .025 10,000 (C)
1981 20,000,000 .05 1,000,000 (B)
1982 20,000 .40 8,000 (C)
1982 97,500 .20 19,500 (C)
1982 1,000,000 .06 60,100 (D)
1983 52,500 .20 10,500 (C)
1983 75,000 .305 22,875 (E)
1983 25,000 .235 5,875 (E)
1983 20,000 .50 10,000 (C)
12/29/83 7,300,000 .50 3,650,000 (F)
1984 390 1.00 390 (G)
1984 5,948 .50 2,975 (G)
1984 1,000 .375 375 (C)
1984 72,500 .25 18,125 (C)
1984 2,000 .375 750 (H)
1984 4,000 .25 1,000 (C)
1984 350,000 .20 70,000 (C)
1985 26,500 .281 7,453 (C)
1985 20,000 .25 5,000 (H)
1985 500 .50 250 (G)
1985 5,000 .344 1,719 (C)
1985 50 1.00 50 (G)
1985 2,000 .375 750 (H)
1985 7,500 .156 1,172 (C)
1986 6,882 .50 3,472 (G)
1986 85,000 .1875 15,938 (H)
1986 11,650 .281 3,276 (H)
1986 100,000 .219 21,875 (H)
1986 10,665,000 .181 1,929,737 (I)
1986 202,000 .156 31,562 (H)
1986 70,000 .313 21,875 (H)
1986 134,855 .20 26,939 (H)
1987 7,613,551 .20 1,522,710 (G)
1987 476,110 .295 140,478 (H)
1987 7,000 .159 1,113 (B)
1987 15,000 .312 4,687 (C)
1987 240,000 .20 48,000 (B)
1987 100,000 .218 21,875 (C)
1988 125,000 .25 31,250 (C)
1988 2,500 .218 547 (H)
1988 10,000 .20 2,000 (G)
</TABLE>
The accompanying note is an integral part of these financial statements.
8
<PAGE> 9
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30 , 1996
(UNAUDITED)
<TABLE>
<CAPTION>
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
---------- ---------------- --------- --------------- -----
<S> <C> <C> <C> <C>
1988 100,000 .25 25,000 (B)
1988 4,227,000 .20 845,400 (B)
1988 25,000 .156 3,906 (C)
1988 11,000 .013 143 (H)
1989 400,000 .080 32,000 (B)
1989 3,000 .0938 282 (H)
1989 100,000 .080 8,000 (B)
1990 25,000 .010 250 (H)
1990 20,311,000 .010 203,110 (B)
1990 10,500,000 .010 105,000 (B)
1991 1,100,000 .010 11,000 (B)
1991 100,000 .010 1,000 (H)
1991 48,000 .0625 3,000 (L)
1991 32,000 .0625 2,000 (L)
1991 1,100,000 .010 11,000 (L)
1991 1,100,000 .010 11,000 (B)
1991 400,000 .010 4,000 (C)
1996 1,250,000 .08 100,000 (M)
1996 11,375,000 .0286 325,000 (M)
1996 16,100,000 .05 805,000 (M)
1996 1,300,000 .01 13,000 (N)
1996 12,900,000 .02 258,000 (N)
1996 300,000 .03 9,000 (O)
1996 280,000 .05 14,000 (O)
1996 400,000 .08 32,000 (O)
1996 100,000 .065 6,500 (O)
1996 250,000 .085 21,250 (O)
1996 (15,368,820) - 0 - (P)
1996 420,000 .0238 10,000 (N)
1996 11,150,000 .02 223,000 (N)
1996 428,600 .035 15,000 (N)
1996 250,000 .04 10,000 (N)
1996 1,075,220 .05 53,761 (N)
1996 350,000 .0258 9,032 (L)
1996 1,695,000 .0345 59,175 (L)
</TABLE>
<TABLE>
<S> <C> <C> <C>
TOTAL SHARES - COMMON STOCK 287,588,936
- --------------------------- ===========
TOTAL PAID-IN CAPITAL 12,089,003
LESS: Offering Expenses 473,495
----------
NET PAID-IN CAPITAL - COMMON STOCK 11,615,508
----------
</TABLE>
The accompanying note is an integral part of these financial statements.
9
<PAGE> 10
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30 , 1996
(UNAUDITED)
NOTES
(A) $1 additional was paid on stock certificate #3.
(B) Cash purchases.
(C) Represents stock issued in consideration for services rendered. The value
assigned was based on the fair market value of the stock on the date the
transaction was authorized.
(D) 1,000,000 common stock warrants were issued to the underwriter, Monarch
Funding Corporation, at par value ($.0001). On November 15, 1982, these
warrants were exercised at $.06 per share.
(E) Represents stock issued in consideration for services rendered and $7,500
cash. The value assigned was based on the fair market value of the stock on
the date the transaction was authorized.
(F) Stock issued as part of unit offering. Each unit consisted of 2 shares
common stock, 2 Series "A" warrants and 1 Series "B" warrant. No separate
value was assigned to the warrants.
(G) Issued pursuant to the exercise of warrants described in (F).
(H) Issued pursuant to the employee incentive stock bonus plan.
(I) Issued as part of an offering completed March 26, 1986 for cash and
redemption of warrants described in (F).
(J) Preferred stock cash purchases.
(K) Preferred stock - Series "B" (1,250 shares) to Jack and Sarah Paller in
satisfaction of $125,000 of their loan.
(L) Liabilities converted to common stock.
(M) Preferred Stock transferred to Common Stock as per agreement.
(N) Issued stock for monies received during time when common stock was not able
to be issued.
(O) Issued stock as payment for services rendered.
(P) Shares contributed by IMRCH
The accompanying note is an integral part of these financial statements.
10
<PAGE> 11
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30 , 1996
Note 1 - The unaudited financial statements presented herein
have been prepared in accordance with the
instructions to Form 10-Q and do not include all of
the information and note disclosures required by
generally accepted accounting principles. These
statements should be read in conjunction with the
financial statements and notes thereto included in
the Company's Form 10-K annual report for the year
ended December 31, 1995. In the opinion of
management, these financial statements include all
adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the
Company's financial position and results of
operations. The results of operations for the
nine-month period ended September 30, 1996 may not be
indicative of the results that may be expected for
the year ending December 31, 1996.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Company's primary source of funds to date has been proceeds from the sale of
its securities, investment income on such proceeds and loans. The Company will
require additional funds in the immediate future to continue its operations, pay
accrued expenses, including salary, rent and lease payments, to develop further
its products and to market its products. The Company may receive a portion of
such funds from sales of the SALITRON System. The Company is considering
obtaining funds through venture capital or other private or public financing,
joint venture or merger transactions, the sale of certain assets and research
and development partnership financing. The Company has engaged a consultant to
assist in obtaining additional funding. There is no assurance that any such
funding or other financing will be completed, or that funding to carry out these
activities will be on terms acceptable to Biosonics.
The Company does not have any material commitments for capital expenditures,
although the Company may make capital expenditures during 1996 or in connection
with the manufacture of the SALITRON and CYSTOTRON Systems, if funds are
available. The extent of the development or testing, if any, of the Company's
other devices will depend on the availability of funds.
Results of Operations
Net development stage expenses for the nine and three months ended September 30,
1996 ($471,091 and $250,853 respectively) were higher than those for the
comparable periods of the prior year ($371,989 and $104,786 respectively) due to
funds spent on the Special Shareholders meeting and the hiring of a Public
Relations company. Other development stage expenses include primarily salaries,
rent, supplies, transfer agent fees, manufacturing, marketing, public relations
and travel expenses. The Company's professional fees for the nine and three
months ended September 30, 1996 ($109,691 and $72,691 respectively) were higher
than those for the comparable period of the prior year ($62,004 and $8,480
respectively) due to legal and accounting expenses incurred for the Special
Shareholders meeting and a retainer paid to the new attorneys hired as counsel
to the Company on securities related issues. The Company's sales for the nine
and three months ended September 30,1996 were $34,911 and $5,786 respectively as
compared to $45,716 and $23,190 respectively for the same periods of the prior
year. The decrease in sales resulted primarily from not having available funds
to continue the marketing program for its SALITRON System.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Part II Item 1 of the Company's Form 10-Q quarterly report
for the period ending March 31, 1996.
ITEM 2. CHANGES IN SECURITIES.
In July 1996, The Company amended its Articles of Corporation pursuant to which
the company increased the authorized number of shares of Common Stock from
250,000,000 shares to 750,000,000 shares. On July 30, 1996, all stock that had
been previously purchased but unissued due to the unavailability of shares of
authorized Common Stock of the Company were issued. The total number of shares
issued was 12,900,000 shares. In addition, all holders of Preferred Stock, A
Series, B Series and D Series, converted their Preferred Shares into
12
<PAGE> 13
Common Stock of the Company, pursuant to the formula set forth in their
respective Preferred Stock Agreements. The total number of Common Shares issued
as a result of the conversion of all the Preferred Stock was 28,725,000 shares,
including 7,000,000 shares to IMRC and 4,375,000 shares to Jack Paller pursuant
to the conversion of their Preferred Stock Series B.
In addition to the above shares, the Company issued an aggregate of 300,000
Common Stock shares to the Salitron Advisory Board, an aggregate of 650,000
shares of Common Stock were issued to three outside consultants in connection
with financial planning and consulting services to be provided to the Company.
Also IMRC Holdings, Inc. issued 550,000 shares of the Company's Common Stock
held by it to two outside consultants for certain advertising and public
relation services provided to the Company, and 3,000,000 shares of the Company's
Common Stock held by it for interest on loans made to IMRC. Further, the Company
issued an aggregate of 280,000 shares to three doctors for medical consulting
services rendered. An aggregate of 14,200,000 shares of Common Stock were issued
to eighteen persons who wished to acquire stock but at the time, the company was
restricted from issuance since this issuance would have been more than the total
authorized.
The Company also issued 15,368,820 shares of Common Stock to approximately 25
individuals in conversion of loans. The loans were originally to IMRC Holdings,
Inc. Which then loaned the money to the Company to use for working capital. None
of the individuals making the loans were officers, directors or affiliates of
the Company. The terms of the loans allowed the loans to be converted into
Common Stock of Biosonics, Inc. held by IMRC Holdings. In consideration of the
Company assuming the obligations under the loans, including the obligation to
issue stock upon conversion of the loans, IMRC Holdings, transferred to the
Company 15,368,820 shares of Biosonics Common Stock owned by IMRC Holdings and
canceled the indebtedness from the Company to IMRC Holdings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held a Special Meeting of Shareholders on July 16, 1996. At the
meeting, two proposals were submitted to the shareholders. The first proposal
was to amend the Articles of Incorporation of the Company to increase the
authorized number of shares of Common Stock from 250,000,000 shares to
750,000,000 shares. The second proposal was to amend the Articles of
Incorporation to give the Board of Directors the authority to effect a reverse
split, the ratio to be determined by the Board of Directors, but the ratio would
be no less than 1 for 10 shares or more than 1 for 150 shares. The Proposal
would give the Board of Directors one year to decide and effectuate the stock
split, if it decides such stock split is in the best interest of the Company.
Both proposals were approved by the shareholders. The first proposal, the
increase in the authorized number of shares, was approved by a vote of
172,133,873 for 1,271,596 against, 223,233 abstaining and 0 broker non-votes.
The second proposal, amending the Articles of Incorporation to give the Board of
Directors the power to effect a reverse stock split, was approved by a vote of
172,133,873 for 1,661,647 against, 196,197 abstaining and 0 broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Articles of Incorporation, as amended (incorporated by
reference to the initial 10-Q filing for the period ended
September 30, 1996)
27 Financial Data Schedule
13
<PAGE> 14
(b) Reports on Form 8-K:
None
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 thereunder duly authorized.
BIOSONICS, INC.
Date: April ________, 1997 By: /s/ Jack Paller
--------------------------------------------
Jack Paller, President, Chairman and Executive
Officer, Principal Financial Officer and
Principal Accounting Officer and Sole Director.
14
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000352715
<NAME> BIOSONICS, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 260
<SECURITIES> 0
<RECEIVABLES> 11,682
<ALLOWANCES> 6,000
<INVENTORY> 65,080
<CURRENT-ASSETS> 75,875
<PP&E> 254,806
<DEPRECIATION> 233,800
<TOTAL-ASSETS> 105,312
<CURRENT-LIABILITIES> 2,111,947
<BONDS> 243,000
0
0
<COMMON> 28,759
<OTHER-SE> (2,006,635)
<TOTAL-LIABILITY-AND-EQUITY> 105,312
<SALES> 34,911
<TOTAL-REVENUES> 34,986
<CGS> 23,116
<TOTAL-COSTS> 471,091
<OTHER-EXPENSES> 109,691
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 73,000
<INCOME-PRETAX> (568,912)
<INCOME-TAX> 0
<INCOME-CONTINUING> (568,912)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (568,912)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
