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
May 8, 1998
(Date of earliest
event reported)
BOVIE MEDICAL CORPORATION
(Formerly known as An-Con Genetics, Inc.)
(exact name of registrant)
DELAWARE
(State or other Jurisdiction
of incorporation)
0-12183
(Commission
File Number)
11-2644611
(IRS Employer
Identification Number)
734 Walt Whitman Road
Melville, NY 11747
(address of principal executive officer)
Registrant's telephone number
including are code (516) 421-5452
One Huntington Quadrangle
Melville, NY 11747
(former name or former address, if changed
since last report)
THE INFORMATION TO BE INCLUDED IN THE REPORT.
Item 2. Acquisition of Assets.
On May 8, 1998, the Registrant entered into and consummated a strategic
alliance agreement with Maxxim Medical, Inc., ("Maxxim"), a Delaware corporation
the shares of which are listed on the New York Stock Exchange, which agreement
provided for the acquisition by
the Registrant of the trademark "Bovie", a supply, license and distributorship
arrangement concerning electrosurgical devices and the acquisition of Maxxim's
electrosurgical generator product line in exchange for 3,000,000 shares of
common stock of The Registrant. More specifically, the agreement provides for
(a) an irrevocable royalty-free sub-license to Maxxim to use the "Bovie" name on
any electrosurgical products marketed by Maxxim; (b) a 2-year exclusive
distributorship in Maxxim to resell the Bovie electrosurgical generator product
line anywhere in the world, and (c) a non-exclusive right to Maxxim to sell the
Registrant products anywhere in the world. The distributorship arrangement
provides for anticipated cooperation between Maxxim and the Registrant with
respect to research and development of new products and Maxxim's option to
become the exclusive distributor thereof. Maxxim also agreed to certain minimum
purchase orders for the Bovie generator product line, the Aaron 1200 generators
and other the Registrant products and accessories aggregating $3,000,000 during
the initial 5-year term of the agreement, subject to quality control and the
Registrant's ability to meet commercially reasonable purchase orders of Maxxim.
Kenneth Davidson, the chairman of the Board of Maxxim, has been appointed a
member of the Board of Directors of the Registrant.
As consideration for the foregoing, the Registrant agreed to exchange 3,000,000
shares of common stock for the Bovie Electrosurgical Generator line, the "Bovie"
trademark and tradename, and entered into agreements for the aforementioned
supply, license, and distributorship arrangement involving Maxxim's commitments
to purchase the Registrant's current and future products. Due to the
Registrant's lack of sufficient authorized shares, in lieu of common stock, the
Registrant has issued a secured convertible promissory note to Maxxim in the
principal amount of $3,000,000 due on May 7, 2008, bearing interest at the rate
of 1% above the prime lending rate in effect at Nations Banc Montgomery
Securities LLC which provides for ten annual payments of principal and interest
commencing May 7, 1999. Subject to approval of shareholders increasing the
registrant's authorized capitalization, scheduled to take place no later than
September 6, 1998, this note which is secured by the Registrant's equipment and
machinery and inventory, will be exchanged for 3,000,000 shares of Common Stock
of registrant. In the event, the shareholders fail to authorize the increase as
requested, the Registrant will be forced to seek alternate financing to meet its
obligations under the note. No assurance can be given it will be successful in
such endeavor.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(Not Applicable)
(b) Pro Forma Financial Information.
(Not Applicable)
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant is duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bovie Medical Corporation
(Formerly known as An-Con Genetics, Inc.)
by s/Andrew Makrides
----------------------------------------
Andrew Makrides, President
Date: February 12, 1999
