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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
October 6, 1995
AMERICAN BUSINESS COMPUTERS CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 0-14922 59-2001203
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
451 KENNEDY ROAD
AKRON, OHIO 44305
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 733-2841
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ITEM 5. OTHER EVENTS
Shares of the Common Stock of the Company are listed for trading on the
NASDAQ SmallCap Market. Paragraph 1(c)(3) of Part II of Schedule D on the NASD
By-Laws states that for continued inclusion, an "issuer" shall have capital and
surplus of at least $1,000,000. The Form 10-Q of the Company for the period
ending July 27, 1995 reported capital and surplus of $321,000.
The Company submitted a Plan of Compliance to the NASD, at their request,
demonstrating how the Company will comply with the NASD requirements. The
Company is able to report that effective October 6, 1995, the Company's capital
and surplus is $1,379,000, in excess of the NASDAQ requirements. The Company
believes that it will be able to continue to meet NASDAQ's maintenance
standards.
See Item 7 for the Consolidated Balance Sheet (page 3) and the Consolidated
Statement of Stockholders' Equity (page 4) for the period ended October 6,
1995.
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ITEM 7. FINANCIAL STATEMENTS
AMERICAN BUSINESS COMPUTERS CORPORATION
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Estimated Actual
Unaudited Unaudited
ASSETS October 6, 1995 August 26, 1995
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 402,000 $ 252,000
Trade receivables:
Accounts receivable, less allowance for doubtful accounts
of $81,000 1,241,000 957,000
Notes receivable 23,000 23,000
Inventories 1,500,000 1,612,000
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Total current assets 3,166,000 2,844,000
Property, Plant, and Equipment 1,439,000 1,439,000
Less accumulated depreciation and amortization (751,000) (746,000)
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688,000 693,000
Other assets:
Notes receivable 52,000 52,000
Patents, less accumulated amortization of $442,000 32,000 32,000
Patents pending and deferred charges 95,000 95,000
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179,000 179,000
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TOTAL ASSETS $ 4,033,000 $ 3,716,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Accounts payable $ 722,000 $ 960,000
Notes payable 395,000 475,000
Current portion of long-term debt 10,000 10,000
Accrued liabilities:
Legal fees and settlement costs 577,000 1,027,000
Employee compensation and benefits 230,000 194,000
Warranty reserve 225,000 217,000
Other 205,000 204,000
Deferred income 16,000 16,000
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Total current liabilities 2,380,000 3,103,000
Long-term debt 274,000 275,000
Stockholders' equity:
Common Stock, $.01 par value; authorized
20,000,000 shares; 16,549,701 shares issued
and outstanding as of October 6, 1995 166,000 161,000
Additional paid-in capital 18,337,000 17,301,000
Retained earnings (deficiency) (16,972,000) (16,972,000)
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1,531,000 490,000
Less notes receivable - stockholders (152,000) (152,000)
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Total Stockholders' Equity 1,379,000 338,000
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,033,000 $ 3,716,000
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</TABLE>
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ITEM 7. FINANCIAL STATEMENTS
AMERICAN BUSINESS COMPUTERS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Period ended October 6, 1995
Unaudited
<TABLE>
<CAPTION>
Number of Common Stock Additional Retained Notes Total Capital
Shares of $.01 Par Paid-in Earnings Receivable- and
Common Stock Value Capital (Deficiency) Stockholders Surplus
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<S> <C> <C> <C> <C> <C> <C>
Balance at August 26, 1995 16,127,701 $161,000 $17,301,000 $(16,972,000) $(152,000) $ 338,000
Exercise of warrants (1) 84,000 1,000 167,000 168,000
Settlement Fund Transfer (2) 150,000 2,000 448,000 450,000
Sale of Common Stock (3) 188,000 2,000 421,000 423,000
Estimated net loss for
the period ended
October 6, 1995 -0- -0-
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Balance at October 6, 1995 16,549,701 $166,000 $18,337,000 $(16,972,000) $(152,000) $1,379,000
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<FN>
(1) WARRANT EXERCISE. In August and September 1994 the Company
completed a private placement of securities, including 1,000,000 redeemable
common stock purchase Warrants that expire in August and September 1999.
Each Warrant entitles the Holder to purchase one share of Common Stock of
the Company for $2.00. The Warrants are redeemable at a price of $.10 per
warrant and provision for the call of the warrants are effective, meaning
the Company can now call the Warrants, if not exercised. The Company also
currently has an effective SEC Registration Statement (Registration No.
33-89596) permitting the Warrants to be exercised and freely tradable
shares issued. During the period ended October 6, 1995, 84,000 warrants
have been exercised.
(2) ISSUANCE OF 150,000 SHARES OF COMMON STOCK. The Company currently
has an effective Registration Statement (Registration No. 33-89398)
covering the issuance of 150,000 shares of Common Stock to fund the
settlement of the class action litigation. The Company issued 150,000
shares of Common Stock to fund the settlement on September 28, 1995, the
end of its second quarter. These shares will initially be valued at $3.00
per share (subject to adjustment to market at the time of the actual
distribution, may be higher than $3.00 per share.)
(3) PRIVATE PLACEMENT. The Company has several parities who have
indicated an interest in acquiring a stock position in the Company. The
Company is taking the steps necessary to complete a Private Placement of
278,000 shares of Common Stock of the Company at a price of $2.25 per
share. The prospective shareholders are all "accredited investors."
During the period ended October 6, 1995, 188,000 Common Shares have been
sold.
</TABLE>
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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 hereunto duly authorized.
AMERICAN BUSINESS COMPUTERS
CORPORATION
Date: October 6, 1995 By: GARY T. SALHANY
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Gary T. Salhany
Treasurer
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