U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1996
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition Period from to
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Commission file number 000-18448
AMERICAN CONSOLIDATED LABORATORIES, INC.
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(Name of small business issuer in its charter)
FLORIDA 59-2624130
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1640 NORTH MARKET DRIVE, RALEIGH, NORTH CAROLINA 27609
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(Address of principal executive offices) (Zip code)
(919) 872-0744
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Issuer's telephone number
Securities registered under Section 12(d) of the Exchange Act:
Title of each class Name of each exchange on which registered
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Common Stock, $0.05 Par Value N/A
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) NO ( )
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. (X)
Issuer's revenues for the year ended December 31, 1996 were $7,858,315.
The aggregate market value of the voting common stock of issuer held by
non-affiliates as of February 28, 1997 was $581,991.
The number of shares outstanding of the registrants Common Stock, par
value $0.05 per share, at February 28, 1997 was 4,009,956 shares.
DOCUMENTS INCORPORATED BY REFERENCE
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NONE
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
American Consolidated Laboratories, Inc.
Raleigh, North Carolina
We have audited the accompanying consolidated balance sheets of American
Consolidated Laboratories, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of American Consolidated Laboratories,
Inc. and subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years then ended in conformity
with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company's loss from operations, negative
operating cash flows and working capital deficiency raise substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
March 28, 1997
(May 15, 1997 as to paragraphs three and four of Note 13)
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13. Subsequent events
On February 12, 1997 the Company held a Special Meeting of Shareholders
at the Company's offices in Raleigh. The purpose of the meeting was to vote on a
proposal to amend the Company's Articles of Incorporation that would increase
the authorized number of shares of capital stock of the Company by creating a
class of 5,000,000 shares of Preferred Stock with no par value. The proposal was
approved by unanimous vote.
Due to the current financial condition of the Company it was necessary
for management to approach its vendors to avoid serious cash flow constraints in
the second quarter of 1997. In March 1997, the Company executed notes with
various suppliers to defer payment of existing trade payable obligations. These
notes vary in term and provide for interest at rates no higher than 10.25%.
In May 1997, the Company consummated the acquisition of NovaVision, Inc.
for stock through a subsidiary merger. An aggregate of 3,561,906 shares of the
Company's common stock and 2,808,175 shares of the Company's Series A Redeemable
Preferred Stock were issued in the Transaction. In addition, options to purchase
NovaVision stock at a nominal price were converted into options to purchase
412,700 shares of the Company's common stock. In connection with this
transaction, the Company and its subsidiaries entered into a loan agreement with
Sirrom Capital Corporation, pursuant to which the Company borrowed $1,575,000. A
portion of the proceeds from this financing were used to completely repay the
Company's debt to Fidelity Funding. The remainder of the funds will be used for
general corporate purposes. The Company believes that the acquisition of
NovaVision and the Sirrom Capital Corporation loan will assist it in becoming
cash flow positive.
On May 15, 1997, the Company decided for strategic reasons to
discontinue the distribution of commodity soft lenses produced by the major
manufacturers, Bausch & Lomb, Wesley-Jessen, Ciba-Geigy and Johnson & Johnson.
The profit margins had declined to a point the Company could no longer
distribute these products at acceptable profit margins. All inventories on hand
are being returned to the various vendors for credit.
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-60181 on Form S-8 of American Consolidated Laboratories, Inc., of our report,
dated March 28, 1997 (May 15, 1997 as to paragraphs three and four of Note 13)
appearing in this Annual Report on Form 10-KSB/A for the year ended December 31,
1996.
Raleigh, North Carolina
July 8, 1997
