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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A-1
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 9, 1999
BIO-MEDICAL AUTOMATION, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-16335
Colorado 84-0922701
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7450 East Jewell Ave, Suite A, Denver, Colorado 80231
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 368-0401
OZO Diversified Automation, Inc.
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former name or former address, if applicable
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Item 2. Acquisition or Disposition of Assets.
On March 9, 1999, the Company completed the sale of substantially all of
its assets to JOT Automation, Inc. ("JOT") as described in the Company's
proxy statement for its shareholders meeting which was sent to all
shareholders of record on December 31, 1998. (See Item 5, below.) JOT is a
wholly-owned Texas-based subsidiary of JOT Automation Group Oyj ("JOT
Parent"), a Finnish corporation which has its common stock registered on the
Helsinki Stock Exchange. The Company has entered into an Asset Purchase
Agreement (the "Agreement"), dated November 4, 1998 (and amended December 15,
1998), with JOT. JOT is engaged in the business of production automation and
robotics for use within the electronics industry. The Company sold to JOT all
of its assets relating to its routing and depaneling business in exchange for
$920,000 and the assumption of the operating liabilities related to the
Company's business assets (the "Transaction").
JOT acquired all of the current assets of the Company, current operating
liabilities, and the fixed assets used in the production of depaneling
equipment. As of September 30, 1998, current assets totaled $509,984, current
operating liabilities totaled $219,152, and fixed assets (net of accumulated
depreciation) totaled $145,314. JOT is also acquiring the rights to the OZO
name and trademark, copyrighted software, and the Company's customer lists.
Virtually all of the Company's employees will become JOT employees, and the
current production facility in Denver will continue to operate in much the
same manner as it has before the Transaction.
The Company (which has changed its name to Bio-Medical Automation, Inc.
as a result of the Transaction) will retain certain assets which include the
net cash proceeds of the Transaction (approximately $600,000, calculated
after deducting from the purchase price an amount paid to JOT to reimburse it
for certain expenditures made by OZO for excluded assets, and after repaying
certain liabilities of the Company (including the finder's fee discussed
below) which JOT did not assume). The Company will also retain a new
technology currently under development. None of the Company's current
products will be retained. Because the new technology represents a
significant departure from the current product line, it is unlikely any of
the Company's current customers would continue as customers after the new
technology is commercially available.
JOT licensed certain technologies back to the Company to allow the
Company to continue to use copyrighted motion control and automation software
in certain fields of use. These fields of use include, among other things,
the manipulation of biological systems in order to accomplish a wide range of
research, medical and commercial objectives. This is a fully paid,
non-revocable, transferable, royalty-free license in perpetuity offered by
JOT to the Company.
The Agreement provides for a 90-day transition period (the "Transition
Period") during which the Company's former employees hired by JOT may provide
certain transitional services to the Company for a specified hourly rate.
During the transitional period, the Company will sublease office space from
JOT for $200 per month. After the Transitional Period, the Company will be
required to relocate its offices.
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The Company had entered into an investment banking agreement in June
1998 with Catalyst Financial Corp. of Miami, Florida ("Catalyst"). The
primary goal of this investment banking relationship was to obtain financial
consulting services related to merger and acquisition activities and among
other things, to assist the Company in developing a financial summary of the
company and its business; identifying, developing, and providing
introductions to suitable acquisition candidates; assisting in the
negotiations of terms and the structure of any transactions that came under
review; and working closely with the Company and its other advisors to
orchestrate a closing. It was the Company's intention to use Catalyst as its
primary advisor in its efforts to facilitate its restructuring. The contract
did not require that any monthly fee be paid to Catalyst. As a result of the
contract, the Company will pay Catalyst approximately $40,000. As a result of
the completion of the Transaction, the agreement has expired.
At the time the Company entered into the agreement with Catalyst, Scott
Salpeter, a director of the Company, was an employee and officer of Catalyst.
Steve Bronson who owned more than 10% of the Company's outstanding stock, was
also affiliated with Catalyst. Subsequently Mr. Salpeter and Mr. Bronson
separated, and Mr. Salpeter formed a new corporation known as Capitalink.
Capitalink assumed the contract effective October 1, 1998. Mr. Salpeter
abstained from the Board's vote with respect to the Capitalink agreement and
the fee.
In connection with the closing of the Transaction, David J. Wolenski,
President, Chief Executive Officer and a director of the Company, and David
W. Orthman, Director of Research and Development, Secretary-Treasurer and a
director of the Company entered into three-year employment agreements with
JOT. As noted below, Mr. Orthman resigned his positions as an executive
officer of the Company. Mr. Orthman will serve as Director of Research and
Development of a designated subsidiary of JOT. In addition to his serving as
President and director of the Company, Mr. Wolenski is serving as President
of a designated subsidiary of JOT.
Item 5. Other Events.
CHANGES IN THE BOARD OF DIRECTORS AND OFFICERS
Because of changes in personal circumstances, Scott E. Salpeter and
Brantley J. Halstead resigned from the Board of Directors of the Company
effective March 5, 1999. Mr. Halstead has agreed to continue to assist the
Company as its Chief Financial Officer until the Company finds a suitable
replacement.
In accordance with his obligations to JOT as described in the proxy
statement, David Orthman has resigned as an officer of the Company, but will
continue as a member of the Board of Directors and will continue to work as a
consultant to the Company to assist the Company in completing the research
and development necessary to complete the prototype micro-robotic device as
described in the proxy statement.
David J. Wolenski will continue to serve as president of the Company and
as a member of the Company's Board of Directors.
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FORWARD-LOOKING INFORMATION QUALIFICATION
The future conduct of the Company's business is dependent upon a number
of factors and there is no assurance that the Company will be able to conduct
its operations as contemplated in this report. Certain statements contained
in this report using the terms "may", "expects to", and other terms denoting
future possibilities, are forward-looking statements. The accuracy of these
statements cannot be guaranteed as they are subject to a variety of risks
which are beyond the Company's ability to predict or control. These risks may
cause actual results to differ materially from the projections or estimates
contained in this report. These risks include, but are not limited to, the
possibility that the described operations or other activities will not be
completed on economic terms, if at all. The research and development of
technology products is an enterprise attendant with high risk. There can be
no assurance that the Company will succeed in successfully developing a
product in the bio-medical or bio-technical fields, and it is important that
each person reviewing this report understands the significant risks which
accompany the establishment of the completion of the Transaction and the
conduct of the Company's future operations.
SHAREHOLDERS' MEETING
On March 1, 1999, the shareholders of the Company approved amendments to
the articles of incorporation of the Company which:
approved the sale of substantially all of the Company's assets to JOT
Automation, Inc., and (as a consequence of the sale) approved the change of
the name of the Company. Holders of fewer than 200 shares of the Company's
common stock exercised their statutory right to dissent from the
Transaction.
approved a proposal to adopt a new Article IX to the Company's Restated
Articles of Incorporation, as amended, to provide for the limitation of
certain liabilities of the Company's directors to the Company and its
shareholders as permitted under Section 7-108-402(1) of the Colorado
Business Corporation Act.
The meeting was adjourned until April 22, 1999, at which time the
shareholders considered and approved an amendment to Article VI of the
Company's Restated Articles of Incorporation which reduced the vote required
by shareholders to approve asset dispositions, mergers, consolidations or
exchanges, and any other matter which would require an amendment to the
Company's Restated Articles of Incorporation, as amended, from two-thirds to
a majority.
Item 7. Financial Statements and Exhibits
(A) and (B) Financial Statements
Pro forma financial information - included herewith
(C) Exhibits
1. Articles of Amendment to the Company's Articles of Incorporation filed
on March 18, 1999 (incorporated by reference from original filing)
2. Articles of Amendment to the Company's Articles of Incorporation filed
on April 30, 1999 - included herewith
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BIO-MEDICAL AUTOMATION, INC.
(FORMERLY OZO DIVERSIFIED AUTOMATION, INC.)
PRO FORMA FINANCIAL INFORMATION
The accompanying pro forma balance sheet presents the historical financial
information of Bio-Medical Automation, Inc. (formerly OZO Diversified
Automation, Inc.) (BMA) as of December 31, 1998, as adjusted for the sale of
substantially all the assets of BMA to JOT Automation, Inc. (JOT) on March 9,
1999.
The accompanying pro forma statement of operations for the year ended
December 31, 1998 reflects the historical financial information of BMA as if
the sale to JOT had occurred at the beginning of the year, and reflects only
the continuing operations of BMA for the year ended December 31, 1998.
The pro forma financial statements have been prepared by BMA management based
upon the historical financial statements of BMA. These pro forma statements
may not be indicative of the results that actually would have occurred if the
sale had been in effect on the date indicated or which may be obtained in the
future. The pro forma financial statements should be read in conjunction with
the historical financial statements of BMA for the year ended December 31,
1998 included in BMA's Form 10-KSB filed for the year ended December 31, 1998.
F-1
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BIO-MEDICAL AUTOMATION, INC.
(FORMERLY OZO DIVERSIFIED AUTOMATION, INC.)
PRO FORMA BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
BMA PRO FORMA PRO FORMA
(HISTORICAL) ADJUSTMENTS COMBINED
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 8,150 $ 869,850 (a) $ 654,734
(223,266) (b)
Accounts receivable - 8,150 (a) 8,150
Net assets of discontinued operations 116,901 (116,901) -
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Total Current Assets 125,051 537,833 662,884
PATENT COSTS 12,534 - 12,534
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$ 137,585 $ 537,833 $ 675,418
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LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
EQUITY
CURRENT LIABILITIES
Notes payable - related $ 89,830 $ (89,830) (b) $ -
Accrued interest payable 3,436 (3,436) (b) -
Deposit 8,150 (8,150) (a) -
Current portion of long-term debt 130,000 (130,000) (b) -
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Total Current Liabilities 231,416 (231,416) -
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STOCKHOLDERS' (DEFICIENCY) EQUITY
Preferred stock - - -
Common stock 64,316 - 64,316
Capital in excess of par value 1,312,110 - 1,312,110
Accumulated deficit (1,470,257) 769,249 (701,008)
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(93,831) 769,249 675,418
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$ 137,585 $ 537,833 $ 675,418
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</TABLE>
See notes to the pro forma financial statements.
F-2
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BIO-MEDICAL AUTOMATION, INC.
(FORMERLY OZO DIVERSIFIED AUTOMATION, INC.)
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
BMA PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
<S> <C> <C> <C>
REVENUE $ - $ -
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OPERATING EXPENSES
General and administrative 60,697 60,697
Research and development 20,596 20,596
Interest 8,130 8,130
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9,423 89,423
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(LOSS) FROM CONTINUING OPERATIONS $ (89,423) $ (89,423)
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NET (LOSS) PER COMMON SHARE -
BASIC AND DILUTED $ (.18)
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WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 490,976
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</TABLE>
See notes to the pro forma financial statements.
F-3
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BIO-MEDICAL
AUTOMATION, INC.
(FORMERLY OZO DIVERSIFIED AUTOMATION, INC.)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited pro forma financial statements are presented to
reflect the sale of substantially all the assets of BMA to JOT on March 9,
1999.
The accompanying pro forma balance sheet as of December 31, 1998 has been
prepared to give effect to the sale of the assets to JOT as if the sale had
occurred on December 31, 1998. The accompanying pro forma statement of
operations is presented to reflect the continuing operations of BMA on an
historical basis as if the sale of the assets to JOT had occurred at the
beginning of the year ended December 31, 1998, and does not reflect the
operations attributable to the assets sold to JOT.
NOTE 2 - PRO FORMA ADJUSTMENTS
The unaudited pro forma financial statements reflect the following pro
forma adjustments:
a) Cash proceeds from sale of assets of BMA to JOT, net of additional
costs of sale of $42,000.
b) Payment of indebtedness of continuing operations from proceeds
received from the sale to JOT.
NOTE 3 - (LOSS) PER SHARE
Pro forma (loss) per common share for the year ended December 31, 1998 is
computed based on the weighted average number of common shares outstanding
during the year.
F-4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BIO-MEDICAL AUTOMATION, INC.
May 20, 1999 By: /s/ David J. Wolenski
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David J. Wolenski, President
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AMENDMENT TO
ARTICLES OF INCORPORATION
FOR
BIO-MEDICAL AUTOMATION, INC.
A COLORADO CORPORATION
RESOLVED, that pursuant to the provisions of the Colorado Business
Corporation Act, and as approved by the holders of a majority of the
outstanding voting stock at a meeting of the shareholders held on April 22,
1999, and a recommendation of the Board of Directors of Bio-Medical
Automation, Inc. (the "Corporation"), the Restated Articles of Incorporation
of the Corporation, as amended (the "Articles"), are further amended as set
forth herein.
1. ARTICLE VI of the Articles be and hereby is amended to read as follows:
ARTICLE VI - SHAREHOLDER VOTING
SECTION 1. QUORUM. A quorum for the transaction of business at
a duly called meeting of shareholders shall consist of not less than
one-third of the shares entitled to vote at the meeting.
SECTION 2. NO CUMULATIVE VOTING. Cumulative voting shall not be
permitted in the election of directors.
SECTION 3. GENERAL. Elections of directors shall be conducted
by a plurality vote at a duly held meeting at which a quorum is
present. Whenever the shareholders must approve any matter, the
affirmative vote of a majority of the shares entitled to vote,
represented in person or by proxy, and voting at a duly held meeting
at which a quorum is present shall be necessary to constitute such
approval or authorization; PROVIDED, THAT, for any matter requiring
shareholder approval for which the Company's articles of incorporation
would require approval of two-thirds of the shares entitled to vote on
the matter as a result of the adoption of such articles under the
now-repealed Colorado Corporation Code or the Colorado Business
Corporation Act, the vote required shall be a majority of the shares
entitled to vote on the matter.
2. The number of shares that voted for this amendment was sufficient for
approval.
3. This amendment to the Articles shall become effective at the close of
business on filing with the Secretary of State of Colorado.
<PAGE>
IN WITNESS WHEREOF, Bio-Medical Automation, Inc. has caused this
amendment to the Corporation's Restated Articles of Incorporation to be
signed this ____day of April, 1999.
BIO-MEDICAL AUTOMATION, INC.
By
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David J. Wolenski, President
