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) March 13, 1996
QUADRAX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16052 05-0420158
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of dentification No.)
Incorporation)
300 High Point Avenue, Portsmouth, RI 02871
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 683-6600
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
ITEM 7. Financial Statements Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Automatic waiver applies under Regulation 228.310 (C) (3) (ii) of Reg S-B.
None of the conditions in the definition of a significant subsidiary exceeds
20% and the required audited financial statements are not available.
(b) Pro Forma Financial Information.
As previously reported on January 15, 1996, the Company on December 29, 1995,
acquired all of the outstanding stock of Lion Golf of Oregon, Inc., "Lion
Golf", a manufacturer and distributor of golf equipment for $42,200 in common
stock of the Company and the issuance of its contingent Note payable of
$1,250,000 based on future earnings of Lion Golf, payable to the principal
shareholder of Lion Golf. The Company is accounting for this acquisition
using the purchase method. Accordingly, the purchase price was allocated to
the assets acquired based on their estimated fair values. This treatment
resulted in no excess of cost over assets acquired as of December 31, 1995.
Attached hereto, are the Company's Unaudited Pro-Forma Condensed Consolidated
Statements of Operations for the years ended December 31, 1995 and
December 31, 1994. Earnings per share calculations have been adjusted to
reflect the issuance of 50,000 shares of the Company's common stock to Lion
Golf's former shareholders. No other pro-forma adjustments have been made to
the condensed consolidated statements of operations. For financial statement
purposes as of December 31, 1995, the Company's Lion Golf subsidiary Balance
Sheet will be reported in the Company's Audited Consolidated Balance Sheet as
of this date.
<TABLE>
<CAPTION>
QUADRAX CORPORATION
Consolidated Statements of Operations
(Unaudited)
Year Ended December 31,
1995 1994
<S> <C> <C>
Revenue:
Sales $4,601,113 $833,999
Interest income 33,726 2,316
Other income 0 24,104
TOTAL REVENUE 4,634,839 860,419
Expenses:
Cost of goods sold 3,413,130 106,453
Research and development 545,025 1,690,871
Selling, general and administrat 5,049,988 3,981,999
Depreciation and amortization 912,547 824,298
Interest expense 80,454 204,700
Financing related expenses 0 5,568,733
Reserve for restructuring costs 2,600,000 0
TOTAL EXPENSES 12,601,144 12,377,054
NET LOSS ($7,966,305)($11,516,635)
NET LOSS PER COMMON SHARE ($0.56) ($2.09)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 14,251,781 5,506,121
Condensed Consolidated Pro-Forma Statements of Operations (unaudited)
Total revenue $7,323,005 $4,589,749
Cost of sales 5,484,503 2,857,645
GROSS PROFIT 1,838,502 1,732,104
Expenses:
Selling general and administrati 7,338,451 7,539,451
Interest 221,007 339,263
Financing related costs 0 5,568,733
Reserve for restructuring costs 2,600,000 200,247
10,159,458 13,647,694
PRO FORMA LOSS BEFORE INCOME TAXES ($8,320,956)($11,915,590)
PRO FORMA INCOME TAX 42,000 0
PRO FORMA LOSS ($8,278,956)($11,915,590)
PRO FORMA LOSS PER COMMON SHARE ($0.58) ($2.14)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 14,301,781 5,556,121
</TABLE>
(c) Exhibits.
None
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 thereunto duly authorized.
Quadrax Corporation
March 13, 1996 /s/ James J. Palermo
(Date) James J. Palermo, Chairman and
Chief Executive Officer
March 13, 1996 /s/ Edward A. Stoltenberg
(Date) Edward A. Stoltenberg, Chief
Financial Officer and
Principal Accounting Officer
