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Previous: ECOLOGY PURE AIR INTERNATIONAL INC, 10QSB, 1997-07-16 |
Next: APPLE SOUTH INC, 10-Q/A, 1997-07-16 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
June 26, 1997
Date of Report (Date of earliest event reported)
BIOSAFE INTERNATIONAL, INC.
(Exact name as specified in charter)
Nevada 95-4203626
(State or Other Jurisdiction of (I.R.S Employer
Incorporation or Organization) Identification No.)
0-25998
(Commission File Number)
10 Fawcett Street, Cambridge, Massachusetts 02138
(Address of principal executive offices, including zip code)
(617) 497-4500
Fax (617) 497-6355
(Registrant's telephone number, including area code)
This document contains a total of 4 pages.
<PAGE>
Item 5. Other Events.
On July 10, 1997 BioSafe International, Inc. announced the final closing
of a private placement offering of Series "A" convertible preferred stock
on June 30, 1997, which brought the total amount raised in the preferred stock
offering to approximately $9.7 million.
The preferred stock was sold at a price of $100 per share, bears an 8% annual
dividend, and is convertible into common stock at a conversion price of $0.28125
per share of common stock, which conversion price maybe reset to a lower
conversion price upon the occurrence of certain events. The dividend is payable
in cash or in additional shares of preferred stock at the Company's option and
is subject to adjustment after 3 years.
As a result of the sale of the preferred stock, BioSafe International, Inc. now
has approximately 52,300,000 shares of common stock outstanding or reserved for
issuance upon the conversion of the preferred stock.
The following pro forma consolidated balance sheet as of May 31, 1997 gives
effect to the offering as if it occurred on that date.
The Company believes that this information is relevant to update the Company's
current financial condition and is deemed to be of importance to security
holders.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
The May 31, 1997 pro-forma Balance Sheet of BioSafe
International, Inc. is included on pages 3 and 4.
(c) Exhibits
99.1. - Certificate of Designation of a Series of Preferred
Stock of BioSafe International, Inc. ( Incorporated by reference to exhibit
No. 99.1 of the registrants current report on form 8K dated June 26.)
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BIOSAFE INTERNATIONAL, INC.
Date: July 15, 1997 By: -----------------------------------
/s/ Philip Strauss
Chairman, Chief Executive Officer and
President
Date: July 15, 1997 By: -----------------------------------
/s/ Robert Rivkin
Vice President, Chief Financial Officer,
Treasurer and Secretary
2
<PAGE>
<TABLE>
BIOSAFE INTERNATIONAL, INC.
(A Development Stage Company)
Pro-Forma Consolidated Balance Sheet
<CAPTION>
Pro-forma
May 31, May 31,
Assets 1997 Pro-forma Adjustments 1997
--------------- ---------------------------------- -------------
(unaudited)
Dr. Cr.
<C> <C> <C> <C>
Current assets:
Cash $ 50,260 a) $ 7,650,000 $ 7,700,260
Accounts and notes receivable, net 764,316 764,316
Assets held for resale 275,000 b) $ 275,000 -
Prepaid expenses and other current assets 780,908 780,908
--------------- -------------
Total current assets 1,870,484 9,245,484
Accounts and notes receivable 261,583 261,583
Restricted cash and securities 1,227,095 1,227,095
Due from former employee 500,000 500,000
Property and equipment, net 12,131,682 b) 96,534 12,228,216
Deferred financing costs, net 647,594 647,594
Other assets 133,054 133,054
--------------- -------------
Total assets $ 16,771,492 $ 24,243,026
=============== =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and notes payable $ 2,286,273 c) 570,000 $ 1,716,273
Accounts payable 1,912,575 1,912,575
Accrued expenses 800,991 800,991
Restructuring and current liabilities related to
discontinued operations 1,750,097 1,750,097
--------------- -------------
Total current liabilities 6,749,936 6,179,936
Long-term debt and notes payable 10,205,371 10,205,371
Landfill closure and post-closure costs 1,562,000 1,562,000
--------------- -------------
Total liabilities 18,517,307 17,947,307
--------------- -------------
Commitments and Contingencies
Minority interest 1,028,466 b) 1,028,466 -
--------------- -------------
Stockholders' equity (deficit):
Common stock, $.001 par value. Authorized
100,000,000 shares; 17,662,571 shares c) 700,000
issued and outstanding at May 31, 1997 17,662 b) 850,000 17,662
Preferred Stock - Series A, $100 par value - a) $ 8,150,000 9,700,000
Additional paid-in capital 21,747,966 a) 500,000 21,247,966
Deficit accumulated during the development stage (24,539,909) c) $ 130,000 (24,669,909)
--------------- -------------
Total stockholders' equity (deficit) (2,774,281) 6,295,719
--------------- -------------
Total liabilities and stockholders' equity (deficit) $ 16,771,492 $ 24,243,026
=============== =============
</TABLE>
3
<PAGE>
BIOSAFE INTERNATIONAL, INC.
(A Development Stage Company)
Pro-Forma Entries
a) (To record issuance of convertible preferred stock net of offering expenses)
b) (To record the sale of assets and conversion of minority interest in Waste
Professionals of Vermont, Inc. into convertible preferred stock)
c) (To record conversion of bank debt into convertible preferred stock)
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