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
Date of Report (Date of Earliest Event Reported): November 21, 1996
COMC, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Illinois 0-16472 36-3021754
- ------------------------------- ------------ ----------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
400 N. Glenoaks Boulevard, Burbank, California 91502
- ---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 556-3333
--------------
Automedix Sciences, Inc.
2801 Barranca Parkway, Irvine, California 92714
- ------------------------------------------------------------
(Former Name or Former Address if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
On November 21, 1996, COMC, Inc., an Illinois corporation
("Registrant"), consummated a share exchange (the "Exchange") with Mr. John
Ackerman, the sole shareholder of Complete Communications Incorporated, a
California corporation ("CCI"). Under the Exchange, pursuant to an agreement
dated as of June 3, 1996, Registrant acquired all issued and outstanding shares
of CCI in consideration for the issuance to Mr. Ackerman of an aggregate of
10,000,000 shares of Common Stock of Registrant ("Common Stock").
Under the Exchange, Mr. Ackerman is entitled to elect a new Board of
Directors. Messrs. Marvin Loeb, Richard Horowitz and Donald Baker have agreed to
remain on the Board. Mr. Ackerman will fill the vacancy created by the
resignation of Bruce Barron.
The number of shares of Common Stock issued to Mr. Ackerman gives effect
to the reverse stock split described under Item 5. As a result, Mr. Ackerman is
the beneficial owner of 10,000,000 shares of Common Stock out of a total of
12,500,000 shares, representing approximately 80%. In connection with the
Exchange, Registrant issued an aggregate of 625,000 shares of Common Stock to an
unaffiliated third party as a finder's fee.
See Item 2. for additional disclosure.
Item 2. Acquisition or Disposition of Assets.
On November 21, 1996, Registrant consummated the Exchange with Mr. John
Ackerman, the sole shareholder of CCI. Under the Exchange, Registrant acquired
all issued and outstanding shares of CCI in consideration for the issuance to
Mr. Ackerman of an aggregate of 10,000,000 shares of Common Stock. The
transaction will be accounted for as a reverse acquisition.
The number of shares of Common Stock issued to Mr. Ackerman was
arbitrarily determined by the parties and represents approximately 80% of the
total number of shares of Common Stock outstanding upon consummation of the
Exchange.
See Item 1. for additional disclosure.
Item 5. Other Events.
In connection with the Exchange, effective November 6, 1996, Registrant
amended its certificate of incorporation to (i) effectuate a one for ten reverse
stock split of all issued and outstanding shares of Common Stock, (ii) change
its corporate name from Automedix Sciences, Inc. to COMC, Inc., (iii) increase
the number of shares of Common Stock it is authorized to issue from 20,000,000
2
<PAGE>
shares to 40,000,000 shares, and (iv) eliminate its Class B Common Stock. Prior
to the elimination of the Class B Common Stock, all Class B Shares were
converted into shares of Common Stock on a one for one basis, subject to the
reverse stock split.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
Financial statements of businesses acquired will be filed in accordance
with the rules and regulations promulgated under the Securities Exchange Act of
1934, as amended.
(b) Pro Forma Financial Information
Pro forma financial information will be filed in accordance with the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended.
(c) Exhibits
(1) Letter Agreement between Registrant and Complete
Communications Incorporated dated June 3, 1996*
-----------------
* Pursuant to Rule 12b-23 promulgated under the Securities Exchange Act
of 1934, as amended, this document is incorporated herein by reference to
Registrant's Information Statement dated October 15, 1996 (34 Act File No.
0-16472).
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: December 5, 1996
COMC, INC.
By: /s/
--------------
John Ackerman,
President
4
