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: May 23, 1996
(Date of earliest event reported)
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18105 11-2871434
(State or other (Commission (IRS Employer
jurisdiction of File Number Identification
incorporation) Number)
180 Linden Avenue, Westbury, New York 11590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (516) 997-4600
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
1. On July 7, 1995, the Company sold $4,000,000 principal amount of 7%
five-year Convertible Debentures (the "Notes"), convertible into shares of the
Company's Common Stock at $1.00 per share. Banca del Gottardo of Switzerland,
which is majority owned by Sumitomo Bank, acted as lead manager with respect to
the Notes. On June 5, 1996, all of the outstanding Notes were voluntarily
converted into 4,000,000 shares of the Company's Common Stock.
2. In furtherance of a previously withdrawn motion for pre-trial discovery,
on or about May 23, 1996 an action was commenced in the Supreme Court of the
State of New York, Nassau County, against the Company and certain of its
officers, directors and employees for the alleged breach of an agreement to
appoint a non-affiliated party as its exclusive distributor of EECP . The
complaint seeks damages in the approximate sum of $50,000,000, declaratory
relief and punitive damages. The Company denies the existence of any agreement,
believes that the complaint is frivolous and without merit and is vigorously
defending the claims as well as asserting substantial counterclaims.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Pro Forma Information
Consolidated Condensed Balance Sheet (unaudited) as of April 30, 1996 and
the Consolidated Condensed Statement of Operations (unaudited) for the
eleven-month period ended April 30, 1996.
(c) Exhibits
None
<PAGE>
SIGNATURE
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.
VASOMEDICAL, INC.
By: /s/ Anthony Viscusi
Anthony Viscusi
President and CEO (Principal
Executive Officer)
By: /s/ Joseph A. Giacalone
Joseph A. Giacalone
Treasurer and Secretary
(Principal Financial and
and Accounting Officer)
Dated: June 14, 1996
<PAGE>
Vasomedical, Inc. and Subsidiaries
(a development stage enterprise)
CONSOLIDATED CONDENSED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
April 30,
1996
----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $2,834,185
Accounts receivable 82,441
Inventory 674,724
Other current assets 174,793
----------
Total current assets 3,766,143
PROPERTY AND EQUIPMENT, net 151,816
CAPITALIZED COSTS IN EXCESS OF FAIR
VALUE OF NET ASSETS ACQUIRED, net 1,226,829
DEFERRED LOAN COSTS, net 643,975
OTHER ASSETS 23,588
----------
$5,812,351
----------
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $471,335
Accrued interest 230,064
----------
Total current liabilities 701,399
LONG-TERM DEBT 3,940,000
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 1,000,000
shares authorized; none issued and
outstanding -
Common stock, $.001 par value, 85,000,000
shares authorized; 40,838,517 shares at
April 30, 1996 issued and outstanding 40,839
Additional paid-in capital 23,341,781
Deferred compensation (183,823)
Unrealized loss on investments
Accumulated deficit (22,027,845)
------------
1,170,952
------------
$ 5,812,351
------------
</TABLE>
<PAGE>
Vasomedical, Inc. and Subsidiaries
(a development stage enterprise)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Eleven Months Ended
April 30, 1996
--------------------
<S> <C>
Revenues $592,000
Costs and expenses
Cost of sales 263,906
Selling, general and
administrative 2,952,199
Research and development 326,936
Depreciation and amortization 491,217
Interest and financing costs 232,638
Interest and other income - net (158,907)
------------
4,107,989
------------
NET LOSS $(3,515,989)
------------
</TABLE>
