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
January 3, 1997
ABC DISPENSING TECHNOLOGIES, INC.
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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: (330) 733-2841
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FAILURE TO MEET NASDAQ STOCK LISTING REQUIREMENTS
The Company has failed to meet the Nasdaq capital and surplus requirement,
as set forth in NASD Marketplace Rule 4310(c)(03). The Nasdaq Listing
Qualifications Panel has granted the Company an exception regarding this
requirement. The exception requires that the Company must make a public filing
with the SEC and Nasdaq on or before December 2, 1996. The filing must contain a
balance sheet no older than October 31, 1996 with pro forma adjustments for any
significant transactions occurring on or before the filing date. The December 2
filing did evidence the minimum capital and surplus requirement of $1,800,000
with a capital and surplus balance of $2,437,000.
The exception further requires that the Company make a second public
filing with the SEC and Nasdaq on or before January 3, 1997. The second filing
must contain a balance sheet no older than November 30, 1996 with pro forma
adjustments for any significant transactions occurring on or before the filing
date. The filing must evidence minimum capital and surplus in excess of
$2,400,000, as well as compliance with all other criteria necessary for
continued listing. The Company has met the January 3 requirement with a capital
and surplus balance of $2,623,000.
TWO FORTHCOMING NEW-PRODUCT LAUNCHES PROCEEDING ON COURSE
On October 22, 1996 the Company announced a preliminary agreement to form
a joint venture with Wm. H. Leahy Associates, a privately owned national food
service marketing company based in Chicago. The partnership combines ABC's
proprietary dispensing technology and equipment with a specially formulated
fresh-fruit concentrate developed by Leahy for sale to the institutional food
marketplace. The proposed agreement calls for the two companies to share ongoing
revenues and profits on a basis to be determined after completion of field
testing, which is expected to be escalated in January 1997.
In December 1996, the Company unveiled a new 18 canister, modular
paint-tint dispenser to a major retailing chain. This tint-dispensing system,
which features proprietary computerized software, and self-calibrates on an
hourly basis while automatically adjusting for changes in density, viscosity,
temperature and rheology, is scheduled for field testing by the beginning of
January 1997. This self-calibrating system will make paint dispensing more
accurate and efficient from the standpoint of color matching, cost savings and
environmental friendliness for the benefit of both retailers and consumers.
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ABC DISPENSING TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Estimated Actual
Unaudited Unaudited
ASSETS January 3, 1997 October 26, 1996
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,265,000 $ 472,000
Trade receivables:
Accounts receivable, less allowance for doubtful accounts
of $154,000 as of November 30 and $152,000 as of October 26 490,000 337,000
Notes receivable (short-term) 33,000 33,000
Inventories 1,045,000 1,156,000
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Total current assets 2,833,000 1,998,000
Property, Plant and Equipment 1,848,000 1,507,000
Less accumulated depreciation (827,000) (821,000)
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1,021,000 686,000
Other assets:
Notes receivable (long-term) 83,000 86,000
Intangible assets, less accumulated
amortization of $522,000 as of November 30
and $516,000 as of October 26 132,000 138,000
Patents pending and deferred charges 137,000 145,000
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Total other assets 352,000 369,000
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Total Assets $ 4,206,000 $ 3,053,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Accounts payable $ 534,000 $ 684,000
Line of Credit 0 225,000
Notes payable to related party (110,000) (110,000)
Current portion of long-term debt 18,000 18,000
Accrued liabilities:
Legal fees and settlement costs 39,000 151,000
Employee compensation and benefits 317,000 306,000
Warranty reserve 126,000 192,000
Other 195,000 271,000
Deferred income 0 19,000
Projected December loss 168,000 0
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Total current liabilities 1,287,000 1,756,000
Long-term debt 296,000 298,000
Stockholders' equity:
Common Stock, $.01 par value; authorized
50,000,000 shares; 17,109,160 shares issued
and outstanding (17,109,160 at October 26, 1996) 171,000 171,000
Preferred Stock 2,600,000 1,225,000
Additional paid-in capital 19,009,000 19,010,000
Retained earnings (deficiency) (18,936,000) (19,266,000)
Projected December loss (168,000) 0
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2,676,000 1,140,000
Less notes receivable - stockholders (53,000) (141,000)
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Total Stockholders' Equity 2,623,000 999,000
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Total Liabilities and Stockholders' Equity $ 4,206,000 $ 3,053,000
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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.
ABC DISPENSING TECHNOLOGIES, INC.
Date: January 3, 1997 By:/s/Charles M. Stimac, Jr.
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Charles M. Stimac, Jr.
President/CEO
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