SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 9, 1998
---------------
American Consolidated Laboratories, Inc.
----------------------------------------
(Exact Name of Registrant as Specified on its Charter)
Florida 000-18448 59-2624130
- --------------------------------------------------------------
(State or Other Jurisdiction (Commission File IRS Employer
of Incorporation) Number) Identification No.
1640 North Market Drive, Raleigh, North Carolina 27609
- ----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (919) 872-0744
---------------
N/A
------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1997, the Registrant entered into a loan agreement (the "Loan
Agreement") with Sirrom Investments, Inc. ("Sirrom"), such loan secured by
substantially all of the assets of the Registrant and its subsidiaries (the
"Assets"). Sirrom subsequently gave notice of a default under the Loan
Agreement, instituted foreclosure proceedings and held a public foreclosure sale
on January 9, 1998 (the "Foreclosure Date") at which the Assets were sold. This
Form 8-K is being filed with respect to the sale of the Assets.
The Loan Agreement provided for the Registrant to borrow $1,575,000 at
an interest rate of thirteen and one-half percent (13.5%) per annum (computed on
the basis of a 360-day year), such interest payable on the first day of each
month beginning in July 1997 until April 25, 2002, at which time the entire
outstanding principal balance, together with all accrued and unpaid interest,
was to become immediately due and payable in full. Concurrently with execution
of the Loan Agreement, the Registrant also entered into a Security Agreement
(the "Security Agreement") with NovaVision, Inc., Biopolymer Corporation,
Salvatori Ophthalmic Manufacturing Corporation, S-O Nebraska, Inc., Wolcon Labs,
Inc. and Carolina Contact Lens, Inc. (collectively, the "Grantors") and Sirrom
(as agent pursuant to a certain Intercreditor Agreement of even date therewith
by and between Tullis-Dickerson Capital Focus, L.P. ("TDCFLP"), Sirrom
Investments, Inc. and the Grantors), pursuant to which the Registrant's
obligations under the Loan Agreement and pursuant to its notes dated May 7, 1997
in principal amounts of 550,000 and 520,000 and held by TDCFLP and Sirrom,
respectively, were secured by substantially all of the assets of both it and its
subsidiaries. On September 30, 1997, the Registrant entered into First Amendment
to Loan Documents, pursuant to which the Registrant became entitled to borrow an
additional $850,000 and certain amendments were made to the Loan Agreement.
After such date, the Registrant experienced financial difficulty, and, on
December 19, 1997, Sirrom gave notice to the Registrant of a default under the
Loan Agreement and of its intentions to conduct a public foreclosure sale on the
Foreclosure Date. Public notice was published in accordance with applicable law
beginning on December 31, 1997. At the Foreclosure Date, the balance outstanding
secured by the Security Agreement exceeded $3,338,742.06. The high bid at the
foreclosure sale, and the resulting sale price of the Assets, was $2,488,742.06.
ITEM 5. OTHER EVENTS
Effective January 9, 1998, upon disposition of substantially all of the
Registrant's assets, all of the Registrant's officers and directors resigned
their positions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
The exhibits to this Form 8-K are listed in the accompanying
Index to Exhibits.
<PAGE>
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.
AMERICAN CONSOLIDATED LABORATORIES, INC.
(Registrant)
Date: January 9, 1997 By: /s/ Kenneth C. Kirkham
----------------------
Kenneth C. Kirkham
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed as part of this report:
Exhibit No. Description
*3(a)(1) Articles of Incorporation of the Registrant, as amended,
filed as Exhibit 3(a) to the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1997.
*3(a)(2) Articles of Merger of NovaVision, Inc. into NV
Acquisition, Inc. dated April 7, 1997 filed as Exhibit
3(a)(2) to the Registrant's Current Report on Form 8-K
dated May 7, 1997.
*3(b) Bylaws of the Registrant, as amended, filed as Exhibit
3(b) to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1997.
*4(a) Loan Agreement dated as of May 7, 1997 by and between the
Registrant and Sirrom Investments, Inc.
*4(b) Joint and Several Unconditional Continuing Guaranty dated
as of May 7, 1997 of Loan Agreement dated as of May 7,
1997 by the Registrant, NovaVision, Inc., Biopolymer
Corporation, Salvatori Ophthalmic Manufacturing
Corporation, S-O Nebraska, Inc., Wolcon Labs, Inc. and
Carolina Contact Lens, Inc.
*4(c) Promissory Note dated May 7, 1997 by and between the
Registrant and Sirrom Investments, Inc.
*4(d) Intercreditor Agreement dated as of May 7, 1997, among the
Registrant, Sirrom Investments, Inc., TDCFLP, NovaVision,
Inc., Biopolymer Corporation, Salvatori Ophthalmic
Manufacturing Corporation, and Carolina Contact Lens, Inc.
*4(e) Security Agreement dated as of May 7, 1997, by and between
the Registrant NovaVision, Inc., Biopolymer Corporation,
Salvatori Ophthalmic Manufacturing Corporation, S-O
Nebraska, Inc., Wolcon Labs, Inc. and Carolina Contact
Lens, Inc. (collectively, the "Grantors") and Sirrom
Investments, Inc., as agent pursuant to that certain
Intercreditor Agreement of even date herewith by and
between TDCFLP, Sirrom Investments, Inc. and the Grantors.
*4(f) Trademark and Patent Security Agreement dated as of May 7,
1997, by and between the Registrant and Sirrom
Investments, Inc., as agent pursuant to that
<PAGE>
certain Intercreditor Agreement of even date herewith by
and between TDCFLP, Sirrom and the Grantors.
*4(g) Stock Pledge Agreement dated as of May 7, 1997, by and
between the Registrant, and Sirrom Investments, Inc., as
agent pursuant to that certain Intercreditor Agreement of
even date herewith by and between TDCFLP, Sirrom and the
Grantors.
*4(h) Stock Purchase Warrant dated as of May 7, 1997, issued by
the Registrant to Merger Investments, Inc.
4(i) First Amendment to Loan Documents dated September 30, 1997
between the Registrant and Sirrom.
*Incorporated by reference to the document indicated
Exhibit 4(i)
FIRST AMENDMENT TO
LOAN DOCUMENTS
This First Amendment to Loan Documents ("Amendment") is entered into as
of the 30th day of September, 1997 by SIRROM INVESTMENTS, INC. ("Lender"), a
Tennessee corporation, and AMERICAN CONSOLIDATED LABORATORIES, INC.
("Borrower"), a Florida corporation.
R E C I T A L S:
WHEREAS, Lender and Borrower have previously entered into that Loan
Agreement (the "Loan Agreement") dated as of May 7, 1997, pursuant to which
Lender has advanced credit to Borrower; and
WHEREAS, Lender has agreed to extend additional credit to Borrower in
the maximum principal amount of up to $850,000, on certain terms and conditions
(the "New Loan"); and
WHEREAS, it is a condition to Lender's agreement to extend the New Loan
that the Loan Agreement and certain other documents must be amended to evidence
and secure the New Loan;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties agree as follows:
1. The Loan Agreement is hereby amended by revising the first recital
to read in full as follows:
WHEREAS, Borrower requested that Lender make available to
Borrower a loan in the original principal amount of One
Million Five Hundred Seventy-Five Thousand and No/100 Dollars
($1,575,000.00) and an additional loan in the principal amount
of up to Eight Hundred Fifty Thousand and No/100 Dollars
($850,000.00) (referred to collectively as the "Loan"), on the
terms and conditions hereinafter set forth; and
2. The Loan Agreement is hereby amended by revising the first two
sentences of Section 1.1 thereof to read in full as follows:
1.1 Evidence of Loan Indebtedness and Repayment. Subject to
the terms and conditions hereof, the Lender shall make the
Loan to Borrower by wire transfer in immediately available
funds as such funds become available in accordance with the
terms of those facilities. The Loan shall be evidenced by
Secured Promissory
6
<PAGE>
Notes in the original stated amounts of One Million Five
Hundred Seventy-Five Thousand and No/100 Dollars
($1,575,000.00) and Eight Hundred Fifty Thousand and No/100
Dollars ($850,000.00), respectively, in substantially the form
attached hereto as Exhibit A and incorporated herein by this
reference, and dated May 7, 1997 and September 30, 1997,
respectively, executed by Borrower (collectively the "Note").
3. The Loan Agreement is hereby amended by adding the following
language as a final sentence in Section 1.2 thereof:
Borrower shall further pay Lender a processing fee equal to
$21,250.00 with respect to the loan evidenced by its Secured
Promissory Note dated September 30, 1997 (the "Line of Credit
Note"), which payment shall be due upon the execution of the
Line of Credit Note.
4. The Loan Agreement is hereby amended by adding the following
sentence as a final sentence to Section 1.4 thereof:
The proceeds of the Line of Credit Note shall be used for the
following purposes: (i) as to up to $153,000, for expenses of
closing the Carolina manufacturing facility to consolidate its
operations with those in Sarasota, Florida, (ii) as to up to
$40,000, for the initial material evaluation of the Nova III
product, (iii) as to up to $70,000, for expenses of launching
and promoting the Nova III product, (iv) as to up to $125,000,
for the expenses of collagen product development, (v) as to up
to $100,000, for the purchase and integration of Universal
Contact Lens, Inc., (vi) as to up to $50,000, to finance
inventory and receivables growth, (vii) as to up to $40,000,
for expenses incidental to the ophthalmic practice management
consulting business, and (viii) as to up to $272,000, for
general working capital purposes. If less than the funds
permitted are used toward any listed use, thereby leaving an
unfunded balance for a particular use, these funds shall not
be available for any other purpose and shall not be advanced
hereunder.
5. The Loan Agreement is hereby amended by adding new Sections
1.5 and 1.6 thereto, providing in full as follows:
7
<PAGE>
1.5 Advances. The Line of Credit Note evidences a nonrevolving
line of credit. Advances under the Line of Credit Note shall
be made as funds are needed in Borrower's operations for the
purposes permitted under this Agreement.
1.6 Conditions to Advances. Lender shall not be obligated to
make any advance under the Revolving Credit Note at a time
that any Event of Default exists hereunder or if any condition
exists which, with the giving of notice, the passing of time
or both would cause an Event of Default. Borrower shall submit
a request for each advance under the Line of Credit Note in
writing, and such request shall include a detailed description
of the use of proceeds and Borrower's certification that the
conditions to funding are satisfied. Borrower shall further
provide Lender such information and documents as Lender or its
counsel may reasonably require in the course of usual
diligence regarding Borrower's acquisition of Universal
Contact Lens, Inc.
6. The Loan Agreement is hereby amended by revising Exhibit A thereto
to include a Secured Promissory Note in the form attached to this Amendment as
Exhibit A in addition to the Secured Promissory Note already attached thereto.
7. All references in the Loan Agreement to the "Loan Documents" shall
hereafter include this Amendment and the documents executed and delivered
pursuant hereto.
8. Borrower acknowledges and agrees that, pursuant to Section 2 of the
Security Agreement executed by Borrower and others and Lender dated as of May 7,
1997, the Security Agreement secures the New Loan in addition to the other debts
and obligations secured thereby.
9. Borrower acknowledges and agrees that, pursuant to the definition of
"Obligations" contained in Section 1 of that Trademark and Patent Security
Agreement executed by Borrower and Lender dated as of May 7, 1997, the Trademark
and Patent Security Agreement secures the New Loan in addition to the other
debts and obligations secured thereby.
10. Borrower represents and agrees that all representations and
warranties made in the Loan Agreement are true as of the date hereof, excepting
only representations and warranties (i) that are made expressly with respect to
a specific date in the past, and (ii) which are no longer true solely due to the
occurrence of transactions reflected in this Amendment or otherwise contemplated
by and permitted under the Loan Agreement.
8
<PAGE>
11. As conditions to the effectiveness of this Amendment, concurrently
with the delivery of this Amendment, Borrower shall deliver or cause to be
delivered to Lender the following documents in form and substance acceptable to
Lender:
a. Secured Promissory Note made by Borrower in the maximum principal
amount of $850,000.
b. Stock Purchase Warrant for an initial 3% of Borrower's common stock
on a fully diluted basis, with a price of $.01 per share.
c. Warrant valuation letter.
d. Equity Participation Agreement granting to Lender a
participation interest with respect to Borrower's
collagen products and technologies for ten years after the
first commercial sale of the collagen product.
e. First Amendment to Intercreditor Agreement establishing the New Loan
as "Sirrom Debt" under that Inter-Creditor Agreement dated as of May
7, 1997 between Lender, Tullis-Dickerson Capital Focus, L.P. and
certain other parties.
f. Reaffirmation of Joint and Several Unconditional Continuing Guaranty
executed by the parties to the Joint and Several Guaranty dated as of
May 7, 1997.
g. Certificates of Existence with respect to Borrower and its affiliates,
NovaVision, Inc., a North Carolina corporation, Biopolymer
Corporation, a Delaware corporation, Salvatori Ophthalmic
Manufacturing Corporation, a Florida corporation, and Carolina Contact
Lens, Inc., a North Carolina corporation.
h. Certified Copies of Resolutions of the Directors of Borrower and its
affiliates listed in item "g" above authorizing the execution,
delivery and performance hereof and of the related documents.
i. SBA forms 1031, 480, 652 and economic impact assessment.
j. Closing Statement and wiring instructions for initial advance.
k. Authorization Agreement for Pre-Authorized Payments (Debit).
l. Opinion letter of counsel to Borrower and its affiliates.
9
<PAGE>
12. Borrower warrants and represents that (i) the Loan Documents are
valid, binding and enforceable against Borrower according to their terms, (ii)
no default or event of default presently exists under the Loan Documents and no
condition presently exists which, with the giving of notice, the passing of
time, or both, would cause such a default or event of default, and (iii)
Borrower's obligations evidenced by the Loan Documents are not subject to any
counterclaim, defense or right of setoff.
13. As amended and supplemented hereby, the Loan Documents remain in
full effect, and all agreements among the parties with respect to the subject
hereof are represented fully in this Amendment and the other written documents
among the parties. The validity, construction and enforcement hereof shall be
determined according to the substantive laws of the State of Tennessee.
14. This Amendment may be executed in counterparts, each of which
shall constitute an original hereof.
Dated as of the date stated above.
SIRROM INVESTMENTS, INC.
By: /s/ Donald F. Barrickman
------------------------
Title: Vice President
AMERICAN CONSOLIDATED LABORATORIES, INC.
By: /s/ Joseph A. Arena
--------------------
Title: Vice President
10
<PAGE>
