<PAGE>
As filed with the Securities and Exchange Commission
on September 2, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------------
Form 8-KA
Current Report
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
-----------------------------
Date of report (Date of earliest event reported): July 20, 1998
DALTEX MEDICAL SCIENCES, INC.
-----------------------------
(exact Name of registrant as specified in charter)
Delaware 0-14026 13-3174562
- -------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.
of incorporation)
7777 Glades Road, Boca Raton, Florida 33434
- ------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(561) 994-0511
--------------
Registrant's telephone number, including area code
Not applicable
--------------
(Former name or former address,
if changed since last report)
<PAGE>
Item 7. -- Financial Statements and Exhibits
(b) Pro Forma Financial Statements
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
PRO FORMA FINANCIAL STATEMENTS
The accompanying pro forma financial statements amend form 8-K originally filed
with the Securities and Exchange Commission on July 27, 1998 and give effect to
the Company entering into a "Settlement and Mutual Release Agreement" with The
Trustees of Columbia University, on July 20, 1998, dated April 30, 1998. Under
the Settlement agreement the Registrant has reassigned and granted back Columbia
all of its rights, title and interest as Columbia's exclusive licensee to
certain proprietary rights pursuant to certain license agreements with Columbia.
The pro forma balance sheet has been prepared as if the transaction had occurred
on April 30, 1998. The pro forma statements of operation for the nine months
ended April 30, 1998, and year ended July 31, 1997, have been prepared as if the
transaction has occurred on August 1, 1996 and 1997 respectively. These
unaudited pro forma financial statements should be read in conjunction with the
Company's financial statements. The pro forma information is not necessarily
indicative of the results that would have been reported has such events actually
occurred on the dates specified, nor is it indicative of the Company's future
results.
<PAGE>
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA BALANCE SHEETS
APRIL 30, 1998
<TABLE>
<CAPTION>
ASSETS
Pro forma Pro forma
Historical Adjustments Adjusted
---------- ----------- --------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,655 $ $ 2,655
Accounts receivable 22,943 (22,943)(1)
Prepaid royalty 85,000 (85,000)(1) --
----------- ----------- -----------
Total current assets 110,598 (107,943) 2,655
----------- ----------- -----------
Prepaid royalty 80,000 (80,000)(1)
Other assets 3,375 (3,375)(1) --
----------- ----------- -----------
$ 193,973 $ (191,318) $ 2,655
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 902,744 $ (735,364)(2) 167,380
Advanced royalty payments 170,000 (170,000)(1) --
----------- ----------- -----------
Total current liabilities 1,072,744 (905,364) 167,380
----------- ----------- -----------
Advanced royalty payments 160,000 (160,000)(1) --
----------- ----------- -----------
Stockholders' deficit
Common stock 86,327 86,327
Additional paid-in capital 6,816,369 6,816,369
Retained deficit (7,941,467) 874,046 (7,067,421)
----------- ----------- -----------
Total stockholders' deficit (1,038,771) 874,046 (164,725)
----------- ----------- -----------
$ 193,973 $ (191,318) $ 2,655
=========== =========== ===========
</TABLE>
(1) Represents the write off of royalty accounts receivables, prepaid royalty
fees, other related assets, and deferred royalty fee income no longer to be
amortized by the Company.
(2) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000. Includes the accrual of $60,000 due to an officer as a
term of his employment agreement and the write off additional related accounts
payable and accrued expenses approximating $25,364.
<PAGE>
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
NINE MONTHS ENDED APRIL 30, 1998
<TABLE>
<CAPTION>
Pro forma Pro forma
Historical Adjustments Adjusted
---------- ----------- --------
<S> <C> <C> <C>
Revenues:
License fees, grants and royalties $ 270,138 $ (270,138) $ --
Interest and other income 2,000 -- 2,000
----------- ----------- -----------
272,138 (270,138) 2,000
----------- ----------- -----------
General and administrative expenses 246,355 (179,308) 67,047
----------- ----------- -----------
Net income (loss) from operations 25,783 (90,830) (65,047)
Net gain on settlement release plus disposition
of other net assets and liabilities -- 964,876 (3) 964,876
----------- ----------- -----------
Net income (loss) $ 25,783 $ 874,046 $ 899,829
=========== =========== ===========
Net income (loss) per share $ .00 $ (.10)
=========== ===========
Weighted average shares outstanding 8,633,000 8,633,000
=========== ===========
</TABLE>
(1) Includes the reversal of all current period income associated the reassigned
propriety license rights.
(2) Includes the reversal of all current period and expense associated the
reassigned propriety license rights less the accrual of $60,000 due to an
officer as a term of his employment agreement.
(3) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000, and the write off of royalty accounts receivables,
prepaid royalty fees, other related assets and deferred royalty fee income no
longer to be amortized by the Company less the amounts reversed in the current
period.
<PAGE>
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED JULY 31, 1997
<TABLE>
<CAPTION>
Pro forma Pro forma
Historical Adjustments Adjusted
---------- ----------- --------
<S> <C> <C> <C>
Revenues:
License fees, grants and royalties $ 317,711 $ (317,711) (1) $ -
Interest and other income 50,346 (50,000) (1) 346
------------ ------------- ------------
368,057 (367,711) 346
------------ ------------- ------------
General and administrative expenses 370,289 (147,357) (2) 222,932
------------ ------------- ------------
Net income (loss) from operations (2,232) (220,354) (222,586)
Net gain on settlement release plus disposition -
of other net assets and liabilities 1,141,050 (3) 1,141,050
------------ ------------- ------------
-
Net income (loss) $ (2,232) $ 920,696 $ 918,464
Net income (loss) per share $ .00 $ (.11)
============ ============
Weighted average shares outstanding 8,633,000 8,633,000
============ ============
</TABLE>
(1) Includes the reversal of all current period income associated the reassigned
propriety license rights
(2) Includes the reversal of all current period and expense associated the
reassigned propriety license rights less the accrual of $60,000 due to an
officer as a term of his employment agreement.
(3) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000 and the write off of royalty accounts receivables, prepaid
royalty fees, other related assets and deferred royalty fee income no longer to
be amortized by the Company less the amounts reversed in the current period.
<PAGE>
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.
DALTEX MEDICAL SCIENCES, INC.
Date: October 2, 1998 By: /s/ Bruce Hausman
--------------------------
Bruce Hausman
President & CEO
