<TABLE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 33-85054
A. Full title of the plan: 1990 Employee Qualified Stock Purchase Plan.
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
MEDCROSS, INC.
3227 Bennet Street North
St. Petersburg, Florida 33713
REQUIRED INFORMATION
See Index to Financial Statements on page 3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
1990 Employee Qualified Stock Purchase Plan
Date November 29, 1995 _/s/ Po Shin Wong_________________________
Po Shin Wong
_/s/ Joel Kanter_________________________________________
Joel Kanter
_/s/ R. Huston Babcock_________________________________________
R. Huston Babcock, M.D.
<PAGE>
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Reports of Independent Accountants 4
Statements of Financial Condition 5
Statements of Income and Changes in Plan Equity 6
Notes to Financial Statements 7
NOTE: All schedules are omitted because they are not applicable or are not required, or because
the required information is shown either in the financial statements or in the notes thereto.
<PAGE>
COOPERS & LYBRAND
Report of Independent Accountants
Administrator
Medcross, Inc.
1990 Employee Qualified Stock Purchase Plan
We have audited the accompanying statements of financial condition of the 1990 Employee Qualified
Stock Purchase Plan for Medcross, Inc. as of August 31, 1995 and 1994, and the related statements
of income and changes in plan equity for each of the three years in the period ended August 31, 1995.
These financial statements are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these 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, the financial statements referred to above present fairly, in all material respects, the
financial position of the Plan as of August 31, 1995 and 1994, and the changes in plan equity for each
of the three years in the period ended August 31, 1995, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand, LLP
Tampa, Florida
November 10, 1995
<PAGE>
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
Assets
August 31
1995 1994
<S> <C> <C>
Cash and cash equivalents $1,822 $3,641
Total assets $1,822 $3,641
Liabilities and Plan Equity
Liabilities $1,820 $3,632
Plan equity 2 9
Total liabilities and plan equity $1,822 $3,641
<CAPTION>
The accompanying notes are an internal part of these Financial Statements.
<PAGE>
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Years Ended
August 31
1995 1994 1993
<S> <C> <C> <C>
Contributions and deposits
Amounts deposited by participating
employees $6,445 $3,640 $1,690
Total contributions and deposits 6,445 3,640 1,690
Withdrawals, lapses, and forfeitures
Balances of employees' accounts withdrawn,
lapsed or forfeited during the year 4,632 650 -
Stock disbursed in settlement of
employees' accounts withdrawn, lapsed,
or forfeited during the year 1,820 2,982 1,689
Total withdrawals, lapses,
and forfeitures 6,452 3,632 1,689
Plan equity at beginning of year 9 1 -
Plan equity at end of year $ 2 $ 9 $ 1
<CAPTION>
The accompanying notes are an internal part of these Financial Statements.
<PAGE>
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Accounting Policies
A summary of significant accounting policies consistently applied in the preparation of the
accompanying financial statements follows:
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with a maturity
of three months or less.
Note 2 - Description
The 1990 Employee Qualified Stock Purchase Plan (the "Plan") is intended as an incentive to
encourage stock ownership by all eligible employees of Medcross, Inc. and its participating
subsidiaries so that they may share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage eligible employees to
remain in the employ of the Company. It is intended that options issued pursuant to this Plan shall
constitute options issued pursuant an "Employee Stock Purchase Plan" within the meaning of
Section 423 of the 1986 Internal Revenue Code, as amended.
All employees of the Company or any of its subsidiaries who have been employed by the Company
or any of its subsidiaries for at least six months as of the first day of each plan period are eligible
to receive options under the Plan to purchase the Company's Common Stock.
Employees enrolled in the Plan make contributions through payroll deductions and the employee
is 100% vested in these contributions. Employees may withdraw from the Plan at any time,
however, they may not reenter the Plan, make additional contributions to the Plan, or change their
contributions to the Plan.
Under Section 423(a) of the Internal Revenue Code of 1986, as amended (the "Code"), the transfer
of a share of stock to a participant pursuant to the Plan is entitled to the benefits of Section 421(a)
of the Code. Under that Section, a participant will not be required to recognize income at the time
the option is granted or at the time the other option is exercised.
The Plan is administered by the Compensation Committee of the Company's Board of Directors.
The cost of administering the Plan is paid for entirely by the Company.
</TABLE>
