UNITED STATES
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: November 14,1996
CORONADO INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 3333042-NY 22 3161629
(state or other Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
16929 EAST ENTERPRISE DRIVE, #202
FOUNTAIN HILLS, AZ 85268
(Address of Principal Executive Offices) (Zip Code)
(602) 837-6810
(Registrant's telephone number, including area code)
LOGICAL COMPUTER SERVICES OF NEW YORK, LTD.
4264 STRAUSSER STREET, NW, NORTH CANTON, OH 44720
(Former name or address, if changed since last report)
MANUAL COPY
8-K Coronado Industries Inc. Page 1
<PAGE>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On November 6, 1996 CORONADO INDUSTRIES Inc. formerly LOGICAL COMPUTER
SERVICES OF NEW YORK, a New York Corporation ("Coronado") consummated the
purchase of all the assets of OPHTHALMIC INTERNATIONAL, L.L.C. an Arizona
Limited Liability Company and AMERICAN GLAUCOMA, a joint venture operated by
G. Richard Smith and Gary Smith pursuant to which control of the Registrant
shifted to G. Richard Smith, Gary Smith, and Dr. John T. LiVecchi the
principal shareholders of Ophthalmic International and American Glaucoma. Mr.
G. Richard Smith and his brother Gary Smith each received 6,796,112 shares of
common stock of the Registrant pursuant to the asset purchase representing
approximately 37% each of the outstanding stock of the registrant and Dr. John
T. LiVecchi received 2,000,000 shares of common stock representing
approximately 11 % of the outstanding stock of the registrant.
Pursuant to the terms of the purchase agreement Mr. Edward Barth resigned as
President/Secretary; Mr. Richard W. Hooper and Richard Campanalie resigned as
directors; and G. Richard Smith was elected C.E.O./Director; and Gary Smith
was elected President/Secretary and Director of the Registrant each of whom
were nominated by Edward Barth.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 6, 1996 the Registrant purchased 100,7c of the assets of
Ophthalmic International L.L.C. and American Glaucoma a joint venture pursuant
to an agreement dated November 6, 1996 hereinafter referred to as the "Asset
Purchase Agreement" between (i) the Registrant (ii) Ophthalmic International
(iii) American Glaucoma a joint venture operated by G. Richard Smith and Gary
Smith. Coronado issued 15,592,224 shares of its $.001 par value per share
common stock for 100% of the assets of Ophthalmic International and American
Glaucoma.
Upon completion of the asset purchase, Coronado had a total of 18,344,253 of
its $.001 par value per share common stock issued and outstanding, of which a
total of 15,592,224 shares or 84.99% are held by G. Richard Smith, Gary Smith
and Dr. John T. LiVecchi and 2,796,029 were held by non-Ophthalmic
International and American Glaucoma shareholders.
Ophthalmic International L.L.C. is a Limited partnership in the state of
Arizona that owns a patented device to treat Open Angle Glaucoma. American
Glaucoma is a joint venture that has the exclusive rights to build and operate
Open Angle and Pigmentary Glaucoma treatment clinics throughout the U.S.A.
In the United States, glaucoma is a leading cause of blindness. About 3
percent of Americans older than 65 years (2 million people) are affected. Of
those, about 60,000 are legally blind.
The term glaucoma is derived from the Greek word "glauco" which means bright
or sparkling. The term has evolved to mean vision loss associated with
increased pressure within the eye.
8-K Coronado Industries Inc. Page 2
<PAGE>
The space between the lens and the cornea in the eye is filled with a fluid
called the aqueous humor. This fluid circulates from behind the colored
portion of the eye (the iris) through the opening at the center of the eye
(the pupil) and into the space between the iris and cornea. the aqueous humor
is produced constantly, so it must be drained constantly. The drain is at the
point that the iris and cornea meet, known as the drainage angle, which
directs fluid into a channel (Schlemm's canal) that then leads to a system of
small veins outside the eye.
When the drainage angle does not function properly, the fluid cannot drain and
pressure builds up within the eye. Pressure also is exerted on another fluid
in the eye, the vitreous humor behind the lens, which in turn presses on the
retina. This pressure affects the fibers of the optic nerve, slowly damaging
them. Over time, the result is a loss of vision.
After three years of ongoing studies involving Dr. T. LiVecchi, M.D.,
F.A.C.S., Assistant Clinical Professor of Ophthalmology, Allegheny University
and Dr. Guillermo Avalos, Professor of Ophthalmology, University of
Guadelajara Mexico, it was established that a 2 minute treatment with
Ophthalmic International's "Vacuum Fixation Device and patented design suction
ring" temporarily reduced I.O.P. in the treatment of Open Angle Glaucoma by
approximately 6 Hg for an average of three months at which time the treatment
can be repeated with no serious side effects.
The shares of Common Stock received by the stockholders of Ophthalmic
International and American Glaucoma are not registered under the Securities
Act of 1933, as amended (the "Securities Act'), in reliance upon Section 4(2)
of the Securities Act.
The transaction was accomplished through arms-length negotiations between
Coronado's former management and Ophthalmic International's management. There
was no material relationship between the stockholders of Ophthalmic
International or any of Ophthalmic International's affiliates, any of
Registrant's directors or officers, or any associate of any such Registrant
director or officer, prior to this transaction.
Registrant's press release issued November 5, 1996 regarding the consummation
of the Acquisition is attached as an exhibit to this report and is
incorporated herein by reference.
ITEM 5. OTHER EVENTS.
In connection with the Asset Purchase and the change in control of Registrant,
the Registrant (1) relocated its principal executive offices to the offices of
Ophthalmic International located at 16929 East Enterprise Dr., #202, Fountain
Hills, AZ 85268; (2) amended its Articles of Incorporation regarding its name
change; and (3) approved a 1-for-5 reverse stock split (post Exchange).
Additionally, Edward Barth, President of the Registrant resigned and Richard
W. Hooper and Richard Campanalie resigned as Directors and Treasurer and the
Registrant appointed the following officers and elected the following
directors.
8-K Coronado Industries Inc. Page 3
<PAGE>
G. Richard Smith C.E.O./Director
Gary Smith President/Secretary/Director
Edward A. Barth Remained as Director
Unless otherwise indicated, hereafter all references to common shares gives
effect to the 1-for-5 reverse stock split effective September 19, 1996.
As of September 19, 1996, Registrant had issued and outstanding 429,125
(2,145,573 plus 10 factional shares pre reverse split) shares of its $.001 par
value common stock. The issued and outstanding shares included 44,000
(220,000 pre reverse split) shares of a subscription for 1,511,904 (7,559,520
pre reverse split) shares in a private placement pursuant to Regulation S
completed on July 11, 1996. On November 6, 1996 Coronado entered into the
asset purchase with Ophthalmic International and American Glaucoma. The
purchase of assets called for Coronado to issue 15,592,224 post rollback
shares for the assets of Ophthalmic International and American Glaucoma.
At a special meeting of Logical Computer Services of New York, Ltd.
shareholders held on August 30, 1996 the shareholders approved the purchase of
100% of the outstanding shares in Creative Stone Manufacturing, Inc.
dba/Coronado Stone Products and 100% of the outstanding shares in Castle
Manufacturing, Inc. dba Coronado Stone Products for 15,592,224 post
consolidation shares of Logical Computer Services of New York, Ltd. of which
this transaction NEVER COMPLETED and WAS RESCINDED, approved and completed a
1-for-5 reverse split of the Registrant's outstanding common stock and
approved and completed a name change of the Registrant to Coronado Industries
Inc. The directors at a special meeting dated October 30, 1996 resolved and
approved the purchase of all the assets in Ophthalmic International L.L.C. and
American Glaucoma for 15,592,224 shares of its $.001 par value common stock.
As of the opening of business dated October 25, 1996 Coronado traded in the
over the counter market and was quoted in the National Association of
Securities Dealers Inter-dealer Quotation (NASDAQ) System giving effect to the
1-for-5 reverse stock split under the name Coronado Industries Inc. NASDAQ
symbol CDIK and under the new cusip number 219784105.
---- ---------
Giving effect to the consummation of the asset purchase, the reverse stock
split of Logical Computer Services of New York, Ltd. there are currently
18,344,253 shares outstanding in Coronado Industries Inc. (CDIK).
ITEM 6. RESIGNATIONS OF REGISTRANT'S DUTIES
In connection with the asset purchase agreement and the chance of control of
Registrant, Richard
W. Hooper and Richard Campanalie resigned effective November 6. 1996.
8-K Coronado Industries Inc. Page 4
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. 1OKSB covering the period ending December 31, 1995.
b. Pro Forma business plan and targeted financial projections as
follows:
CORONADO INDUSTRIES, INC.
Introduction to Pro Forma
Financial Information (Unaudited)
The following pro forma financial information consists of a Pro Forma
Balance Sheet as of November 30, 1996 and Pro Forma Statement of Income for
the eleven months ended November 30, 1996 (collectively, the "Pro Forma
Statements"), The Pro Forma Balance Sheet was prepared to give effect to the
acquisitions of assets of Ophthalmic International, LLC and American Glaucoma.
The pro forma adjustments for purposes of the Pro Forma Balance Sheet
presentation give effect to these transactions as they occurred on November 5,
1996.
The Pro Forma Statements of' Income for the eleven months ended November
30, 1996, give effect as if the asset acquisition had occurred at the
beginning of the period presented.
The pro forma adjustments to, or "reflected in," the Pro Forma Statements
are based on the method of accounting used to record the acquisition and the
assumptions and adjustments described in the accompanying notes to the Pro
Forma Statements.
'The pro forma adjustments are based upon currently available information
and upon certain assumptions that management of the Company believes are
reasonable under the circumstances. The Pro Forma Statements do not purport
to be indicative of what the Company's financial position or results of
operations would actually have been if the aforementioned transactions in fact
had occurred on such date or at the beginning of the period indicated, or to
project the Company's financial position or results of operations at any
future date or for any future period.
<PAGE>
<TABLE>
<CAPTION>
CORONADO INDUSTRIES, INC,
------------------------
PRO FORMA BALANCE SHEET (UNAUDITED)
-----------------------------------
NOVEMBER 30, 1996
-----------------
Pro Forma
Historical Asset Pro Forma Balance
November 30,1996(A) Acquisition (B) Adjustments (C) Sheet
-------------------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C>
Current Assets
- -------------------------------------
Cash $ 49 $ $ $ 49
Inventory 21,167 21,167
-------------------- ---------------- ---------------- -----------
49 21,167 21,216
Other Assets
- -------------------------------------
Patent, net (1)) 824,172 (54,945) --769,227
-------------------- ---------------- ---------------- -----------
$ 49 $ 845,339 $ (54,945) $ 790,443
==================== ================ ================ ===========
Liabilities and Shareholders' Equity
- -------------------------------------
Current Liabilities
Accounts payable trade $ $ 6,400 $ $ 6,400
Notes payable
Deferred income taxes 327,000 (21,979) 305,021
-------------------- ---------------- ---------------- -----------
333,400 (21,979) -311,421
-------------------- ---------------- ---------------- -----------
Stockholders Equity
- -------------------------------------
Common stock 3,015 77,961 90,976
Additional paid in capital 331,692 433,979 765,670
Retained earnings (deficit) (325,233) (32,966) (358,199)
-------------------- ---------------- ---------------- -----------
9,474 511,939 (32,966) 488,447
Treasury stock (9,425) (9,425)
-------------------- ---------------- ---------------- -----------
49 511,939 (32,966) 470,022
-------------------- ---------------- ---------------- -----------
$ 49 1845,339 $ (54,945) $ 790,443
==================== ================ ================ ===========
</TABLE>
See accompanying notes to unaudited pro forma balance sheet.
<PAGE>
CORONADO INDUSTRIES, INC.
------------------------
NOTES TO PRO FORMA BALANCE SHEET
--------------------------------
UNAUDITED
---------
(A) Represents the Company operating without the effect of the November 5,
1996 asset purchase from Ophthalmic International, L.L.C. (Ophthalmic) and
American Glaucoma (American).
(B) Represents the acquisition of assets from Ophthalmic and American in
exchange for 15,592,224 shares of the Company representing approximately 85%
of outstanding common shares.
(C) Represents the Pro Forma adjustment to record amortization of the
contributed patent and the related tax adjustment as if the transaction
occurred at the beginning of the period presented.
(1)) Represents the estimated value of' patent exchanged for restricted
shares of common stock. The contributor has retained the right to reverse
contribution for one year.
<PAGE>
<TABLE>
<CAPTION>
CORONADO INDUSTRIES. INC.
-------------------------
PRO FORMA STATEMENT OF INCOME (UNAUDITED)
-----------------------------------------
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30,1996
--------------------------------------------
Pro Forma
Historical Asset Income
November 10, 1996 (A) Acquisition (B) Statement
---------------------- ---------------- -----------
<S> <C> <C> <C>
Net Sales $ $ $
- ------------------------------
Cost of Sales
- ------------------------------ ---------------------- ---------------- -----------
Gross Profit
- ------------------------------
Selling General and
- ------------------------------
Administrative Expenses 16,307 (54,945) (71,252)
- ------------------------------ ---------------------- ---------------- -----------
(Loss) From Operations,
- ------------------------------
Before Pro Forma Income Tax (16,307) (54,945) (71,252)
- ------------------------------
Pro Forma (Recovery Of)
- ------------------------------
Income Taxes - (21,979) (21,979)
- ------------------------------ ---------------------- ---------------- -----------
Pro Forma Net (Loss) $ (16,307) $ (32,966) $ (49,271)
- ------------------------------ ====================== ================ ===========
Pro Forma Net (Loss) Per
- ------------------------------
Common Shares $ (.04) (D) $ - $ (.00) (c)
- ------------------------------ ====================== ================ ===========
</TABLE>
See accompanying notes to unaudited pro forma statements of income.
<PAGE>
CORONADO INDUSTRIES, INC.
------------------------
NOTES TO PRO FORMA STATEMENTS OF INCOME
---------------------------------------
(UNAUDITED)
-----------
(A) Represents the Company operating results for the eleven months ended
November 30, 1996 without the effect of the November 5, 1996 asset purchase
from Ophthalmic International L.L.C. and American Glaucoma.
(B) Represents the Pro Forma adjustment to record amortization of the
contributed patent and the related tax adjustments as if transaction occurred
at the beginning of the period presented.
(C) Pro Forma net loss per share is calculated by dividing pro forma net
loss by the total outstanding shares of 16,021,349.
(D) Historical net loss per share is calculated by dividing historical net
loss by the total outstanding shares prior to the acquisition of 429,125.
<PAGE>
c. Exhibits
2.1 Asset Purchase Agreement
3.1 Certificate of Amendment for Name Change
99.1 Press Release Issued November 5, 1996 annotating the consummation of
the asset purchase.
Note: Company will file a Consolidated Financial Statement on or before 30
- -----
days from the date of this 8-K filing.
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 hereunto duly authorized.
CORONADO INDUSTRIES INC.
Dated: November 14, 1996 BY:/s/ GARY SMITH
--------------
GARY SMITH
President/Secretary and Director
8-K Coronado Industries Inc. Page 5
<PAGE>
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
------------------------
THIS ASSET PURCHASE AGREEMENT ("Agreement"), is made as of this 5th day
of November, 1996, by and among Coronado Industries, Inc., a New York
Corporation ("Coronado"), Ophthalmic International, L.L.C., an Arizona Limited
Liability Company ("Ophthalmic") and American Glaucoma, a joint venture
operated by G. Richard Smith and Gary Smith ("American").
RECITALS
1. Coronado is a publicly traded corporation, organized under the
laws of the State of New York and in the process of changing the venue of the
corporation to the State of Nevada pursuant to a statutory merger, which
should be finalized within the next sixty (60) days.
2. Coronado currently has 20,000,000 common shares S.001 par value
("Common Shares") authorized for issuance and 429,125 Common Shares currently
outstanding. In addition, Coronado has 1,000,000 preferred shares $.0001 par
value per share authorized (and an additional 2,000,000 preferred shares
S.0001 par value approved for authorization by the shareholders) with no
preferred shares outstanding.
3. Ophthalmic is an Arizona Limited Liability Company which has been
organized for the purpose of developing and marketing an open angle glaucoma
treatment apparatus.
4. American is a newly established joint venture established for the
purpose of opening clinics to utilize the device developed by Ophthalmic.
5. Coronado is desirous of purchasing the assets and technology owned
by Ophthalmic and the business plan and proprietary fights owned by American
in exchange for Common Shares in Coronado, as more fully set forth in this
Agreement.
AGREEMENT
1.0 PURCHASE OF ASSETS
1.1 Ophthalmic will transfer to Coronado all tangible assets and equipment
owned by Ophthalmic as of the close of business on the day prior to the
closing date. Additionally, Ophthalmic will grant an exclusive license to
Coronado or a subsidiary formed by Coronado to produce and mark-et any and all
devices which have been developed by Ophthalmic for the treatment of glaucoma.
The aforementioned license shall be irrevocable for the period of the
Page 1 of 10
<PAGE>
license, except in the event that Ophthalmic exercises its right under
paragraph 9.0 of this Agreement.
1.2 Ophthalmic shall assign to Coronado or a subsidiary formed by
Coronado, one year after the date of the closing of this Agreement, all right,
title and interest in any devices and/or methods that have been developed by
Ophthalmic, including, but not limited to all patents (both domestic and
international), patentable technology, trade secrets and technology contained
in devices and/or methods for which patents have been applied for, but not yet
granted. Provided, however, that Ophthalmic shall be relieved of this
obligation to transfer the aforementioned intellectual properties in the event
that Ophthalmic discovers that any of the representations and warranties
contained in this Agreement contain false or misleading statements regarding
any material fact, which, if had been initially revealed, would have effected
the decision of either Ophthalmic or American to enter into this Agreement.
Should Ophthalmic elect to decline to transfer the intellectual property as
set forth in this paragraph (and as more fully set forth in paragraph 9.0 of
this Agreement), Coronado agrees to return any other assets transferred to it
as a result of this Agreement and Ophthalmic shall return all shares issued to
it as consideration for the aforementioned assets.
1.3 American agrees to transfer to Coronado or a subsidiary formed by
Coronado all business plans, marketing plans, and other forms of work product
to be utilized in establishing clinics for the treatment of glaucoma. In the
event that American elects to utilize the remedies made available to it by
paragraph 9.0 of this Agreement, American can tender to Coronado all shares
issued to American and receive in exchange, all assets transferred pursuant to
this paragraph.
2.0 TRANSFER OF COMMON STOCK FOR ASSETS
2.1 INITIAL EXCHANGE PRICE
Coronado agrees that at the closing, it will transfer to Ophthalmic and
American an amount of its common stock to equal 85% of the then outstanding
shares of common stock in Coronado. The actual number of common shares
payable to Ophthalmic and American shall be based upon the number of
outstanding shares currently issued by the corporation
Page 2 of 10
<PAGE>
(429,125), the number of common shares required to be issued by Coronado prior
to closing in order to obtain sufficient liquidity to pay all current
outstanding payables of Coronado (see paragraph 3.0 below) 15,592,224 shares
and the number of commission shares issued in conjunction with this Agreement
(see paragraph l0.0 below). The exact division of the Coronado common shares
to be issued is set forth in Exhibit "A" attached hereto and made a part
hereof.
2.2 ISSUANCE OF ADDITIONAL SHARES
The parties to this Agreement recognize that additional liquid capital is
required in order to complete the business plan established by Ophthalmic and
American. It is contemplated by the parties that Coronado will require
approximately $500,000 in order to adequately capitalize the aforementioned
business plan. Therefore, the parties agree that within one hundred twenty
(120) days after the closing of this Agreement, Coronado is authorized to
issue up to 200,000 additional shares of common stock in order to obtain the
$500,000 capitalization. It is understood by Ophthalmic and American that
these additional shares will dilute the 85% interest in Coronado acquired by
this Agreement, to the extent of the number of shares actually issued. In the
event that Coronado is unsuccessful in raising the $500,000 within the one
hundred twenty (120) days, Coronado agrees to issue an additional 2,000,000
common shares to the members of Ophthalmic and American. In the event that
the additional shares are issued, the members of Ophthalmic and American agree
to provide all of the necessary capitalization to complete the aforementioned
business plans.
3.0 ACCOUNTS PAYABLE OF CORONADO
It is a condition precedent to the closing of this Agreement that all
accounts payable currently owed by Coronado are satisfied in full. Ophthalmic
and American approve Coronado's issuing of up to 1,489,444 additional shares
of common stock to raise sufficient capital to satisfy all current outstanding
payables as of the date of closing of this transaction.
4.0 DIRECTORS
Upon the closing of this transaction, the current Board of Directors will
fill the two vacancies remaining on the five-member Board of Directors with
appointees designated by the members of Ophthalmic and American.
Page 3 of 10
<PAGE>
5.0 RESTRICTED STOCK
Ophthalmic and American understand that the shares of Coronado that they
will receive in this transaction will not be registered with any state
securities regulatory commission or the United States Securities and Exchange
Commission. Instead, Coronado "ill be relying on exemptions from
registration. The exemption from registration to be utilized by Coronado
provides, among other things, that the shares issued pursuant to the
registration may not be resold by the investor, but, must be held for
----------------
investment purposes only. Therefore, the restricted shares to be acquired by
- -------------------------
Ophthalmic and American may not be resold on an open market, should one become
available. Ophthalmic and American may sell the stock in the future in the
event that Coronado registers the shares for sale. Also, Ophthalmic and
American may sell their restricted shares on the open market two years after
coming into ownership of the shares. The latter sales are limited to sales of
not more than a maximum of 1% of the outstanding shares of the Corporation
over any three-month period in an open-market transaction. Ophthalmic and
American state that they are aware of the restrictions on transfer imposed by
the United States Securities and Exchange Commission under Rule 144 of the
Securities Act of 1933.
6.0 WARRANTIES
6.1 WARRANTIES OF OPHTHALMIC
Ophthalmic hereby warrants and represents to Coronado that:
A. OWNERSHIP: there exists 3 members of the limited liability company
----------------
and that said members own 100% of the equity in the limited liability company.
The managing member of the limited liability company is,
and said managing member has full authority to transfer the assets set forth
in paragraph 1. I of this Agreement, free and clear of any and all liens,
judgments or restrictions.
B. FINANCIAL STATEMENTS: Any and all financial statements of
---------------------------------
Ophthalmic presented to Coronado are true and correct and have been prepared
in accordance with generally accepted accounting principles consistently
followed throughout the periods indicated, and fairly and accurately represent
the financial condition of Ophthalmic during those periods. Further, to the
best of Ophthalmic's knowledge, the financial statements are auditable.
Page 4 of 10
<PAGE>
C.TITLE: All intellectual property to be transferred to Coronado is owned
-------
by Ophthalmic and there are no other co-owners or joint inventors on any
patents to be assigned or intellectual property to be transferred and that
said properties are free of all liens, mortgages, encumbrances, security
interests and pledges. Further, that the transfer of said intellectual
property to Coronado will not violate any contractual obligations involving
third parties, who are not a party to this Agreement.
D.LITIGATION: Ophthalmic is not involved in any actions, proceedings or
-------------
investigations, including claims of patent infringement, which might
materially or adversely affect the business or assets of Ophthalmic or which
would prevent or hamper the transactions contemplated by this Agreement; and
Ophthalmic knows of no threatened or pending lawsuits or possible claims for
injury arising from workers' compensation, product liability, other tort
claims, contract claims, or any other claims regardless of type.
E. COMPLIANCE:To the best of its knowledge, Ophthalmic has complied with
---------------
all federal, state and local laws and regulations relating to its business so
that there exists no known violation of any laws or regulations as pertaining
thereto.
F.FULL DISCLOSURE: Ophthalmic has made a full disclosure of any and all
------------------
material facts that Coronado must know in order for Coronado to adequately
evaluate the current legal and financial status of Ophthalmic.
6.2 WARRANTIES OF AMERICAN
American hereby warrants and represents to Coronado that:
A. TITLE: All intellectual property to be transferred to Coronado is
-- -----
owned by American and there are no other co-owners or joint inventors on any
intellectual property and financial information to be transferred and that
said properties are free of all liens, mortgages, encumbrances, security
interests and pledges. Further, that the transfer of said intellectual
property and financial information to Coronado will not violate any
contractual obligations involving third parties, who are not a party to this
Agreement.
B. LITIGATION:American is not involved in any actions, proceedings or
-----------------
investigations which might materially or adversely affect the business or
assets of American or which would
Page 5 of 10
<PAGE>
prevent or hamper the transactions contemplated by this Agreement; and
American knows of no threatened or pending lawsuits or possible claims for
injury arising from workers' compensation, product liability, other tort
claims, contract claims, or any other claims regardless of type.
C. FULL DISCLOSURE: American has made a full disclosure of any and
-------------------------
all material facts that Coronado must know in order for Coronado to adequately
evaluate the current legal and financial status of American.
6.3 WARRANTIES OF CORONADO
A. FINANCIAL STATEMENTS:Any and all financial statements of Coronado
----------------------------
presented to Ophthalmic and American are true and correct and have been
prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods indicated, and fairly and
accurately represent the financial condition of Coronado during those periods.
B. LIABILITIES:That upon the closing of this transaction, Coronado
---------------------
will have no current or long term outstanding liabilities to any known
creditor.
C. LITIGATION:Coronado is not involved in any actions, proceedings or
-----------------
investigations, including, but not limited to, claims of patent infringement,
which might materially or adversely affect the business or assets of Coronado
or which would prevent or hamper the transactions contemplated by this
Agreement, and Coronado knows of no threatened or pending lawsuits or possible
claims for injury arising from workers' compensation, product liability, other
tort claims, contract claims, claims of shareholders or shareholder lawsuits,
or any other claims regardless of type.
D. COMPLIANCE:To the best of its knowledge, Coronado has complied
---------------------
with all federal, state and local laws and regulations relating to its
business so that there exists no known violation of any laws or regulations as
pertaining thereto.
E. CORPORATE STATUS:Coronado is a corporation, duly organized and validly
-------------------
existing and in good standing under the laws of the State of New York.
Coronado's Directors have
Page 6 of 10
<PAGE>
all requisite power and authority to consummate the transaction contemplated
by this Agreement.
The stock to be issued in exchange for the assets of Ophthalmic and
American, when issued, will be validly existing, fully paid and non-assessable
common stock of Coronado Industries, Inc., a New York corporation; and, upon
the delivery to Ophthalmic and American, Ophthalmic and American shall possess
all rights, title and interest to the aforementioned common stock of Coronado,
including all voting rights pertinent thereto.
That the shareholders of Coronado in a special meeting of shareholders
held August 30, 1996 authorized the change of venue of Coronado from the State
of New York to the State of Nevada and that pursuant to said shareholder vote,
the corporation known as Coronado Industries, Inc., a Nevada corporation, has
been duty formed; and the officers of Coronado Industries, Inc., a New York
corporation, and Coronado Industries, Inc., a Nevada corporation, have entered
into and filed with the proper state authorities a Plan of Merger which will
accomplish the change of venue of the corporation from the State of New York
to the State of Nevada. Although the filing of said documents have been
accomplished, the State of New York requires as a condition precedent to the
granting of the merger, an approval of the Tax Commissioner for the State of
New York, which approval takes a minimum of eight (8) weeks to obtain.
F. REPORTING COMPANY: Coronado acknowledges that it is a reporting
---------------------------
company under the Securities Act of 1933 and that it is current in all of its
required filings with the Securities and Exchange Commission as of the second
quarter of 1996. That the corporation WILL undertake to file a Form 10-QSB
with the Securities and Exchange Commission before the due date of its filing
for the third quarter of 1996.
F. FULL DISCLOSURE: Ophthalmic has made a full disclosure of any and
-----------------------
all material facts that Coronado must know in order for Coronado to adequately
evaluate the current legal and financial status of Ophthalmic.
Page 7 of 10
<PAGE>
6.4 SURVIVAL OF WARRANTIES
All representations and warranties contained herein shall survive the closing
of this Agreement.
7.0 DUE DILIGENCE
Each party to this agreement has the right to continue to review the various
documents held by the other parties, pertaining to this agreement, which may
be in each parties' possession. Each party agrees to make full and complete
access of said documentation to the parties and their agents and attorneys.
Each party has the right to request the attorney for each corporation to
provide at closing an opinion letter with regard to the current status of the
corporation, as well as the status of any legal proceedings pending or
threatened against the corporation effective as of the date of closing.
During the pendency of this agreement, each party agrees to advise all
other parties to this agreement of any and all facts that come to his or its
attention that may have an adverse effect upon the party's decision to
complete this agreement.
8.0 CLOSING
This Agreement shall close on a date not later than November 15, 1996 or
such earlier date as may be authorized by the Board of Directors of Coronado
and the members of Ophthalmic and American. The closing shall take place at
The exact date of closing shall be established by agreement of the parties
hereto. In the event that this Agreement falls to close by November 15, 1996
this Agreement shall be null and void and each party to this Agreement shall
release the other from any further obligations hereunder.
8.1 EXPENSES OF Closing
Coronado shall be responsible for the payment of legal, accounting and related
expenses incurred with the closing of this transaction. It is agreed by the
parties that the expenses of closing, not to exceed $5,000, shall be withdrawn
from the initial capitalization paid to Coronado by virtue of paragraph 2.2.
9.0 RELIANCE BY OPHTHALMIC AND AMERICAN
Ophthalmic and American state that they are entering into this Agreement
based upon the warranties and representations made to them and contained in
paragraph 6.3 of this Agreement. In
Page 8 of 10
<PAGE>
the event that during the twelve month period, commencing upon the date of
closing, Ophthalmic or American discover that any warranties and
representations contain false or misleading statements of a material nature or
that any statements contained in the warranties and representations are
incomplete and that the omission of necessary language created a false
impression as to any material fact, including, but not limited to, any
undisclosed liabilities that Coronado had reason to know of at the time of
closing, Ophthalmic and American shall have the following remedy. Upon the
discovery by Ophthalmic or American of any representation or warranty contains
false or misleading statements as to any material fact or fails to state a
material fact which, if known, would materially effect their initial
investment decisions, Ophthalmic and American shall immediately verify the
accuracy of the new information and, shall have the ability to rescind this
transaction. In the event that Ophthalmic or American elects to rescind this
transaction they shall be bound by the terms provided in paragraph 1.0 of this
Agreement.
10.0 COMMISSIONS
ALL parties to this Agreement acknowledge that various individuals have
been instrumental in the negotiations culminating in this Agreement.
Therefore, in consideration of the efforts of the various individuals,
Coronado agrees to issue 855,000 common shares, upon the successful closing of
this transaction to the individuals set forth in Exhibit "B". All shares
issued shall be restricted shares and issued pursuant to a private placement.
The parties hereto state that no other individuals have been involved either
as brokers, agents or representatives in the completion of this Agreement and
that there are no other commissions due any other individuals aside from the
individuals named in Exhibit "B".
11.0 ENTIRE AGREEMENT
It is agreed by the parties that the terms set forth in this Agreement
constitute the entire agreement between the parties with regard to the Plan of
Reorganization and that there are no other terms or understandings, either
oral or written, not contained in this agreement. It is expressly understood
that this agreement supersedes all prior written or oral agreements of the
parties that may concern the subject matter of this agreement and that any
such prior agreements are now void and
Page 9 of 10
<PAGE>
unenforceable. Any further modification of this Agreement will be valid only
as agreed to by all parties, in writing.
12.0 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
13.0 NOTICES
All notices, requests, demands and other communications under this
Agreement shall be in writing and shah be deemed to have been duly given on
the date of service if served personally on the parry to whom notice is to be
given, or on the fifth day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid
and properly addressed as follows:
Coronado: Coronado Industries, Inc.
c/o Edward A. Barth
4264 Strausser Street, N.W.
North Canton, Ohio 44720
Ophthalmic: Ophthalmic International, L.L.C.
18813 East Parlin
Fountain Hills, AZ 85288
American: American Glaucoma
18813 East Parlin
Fountain Hills, AZ 85288
14.0 MULTIPLE COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
WITNESS: CORONADO INDUSTRIES, INC.
BY: /s/ EDWARD A. BARTH
--------------------------------
EDWARD A. BARTH
OPHLAMIC INTERNATIONAL, L.L.C.
BY: /s/ GEORGE R. SMITH
--------------------------------
GEORGE R. SMITH
AMERICAN GLAUCOMA
BY: /s/ GARY SMITH
--------------------------------
GARY SMITH
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
LOGICAL COMPUTER SERVICES OF NEW YORK LTD.
(Under Section 805 of the Business Corporation Law
FIRST: The name of the Corporation is Logical Computer Services of New
York, Ltd.
SECOND: The certificate of incorporation of the corporation was filed
under the original corporate name of First Lloyd Funding Inc. by the
Department of State of New York on December 22,1989.
THIRD: The amendment to the Certificate of incorporation affected by this
Certificate of Amendment is to change the name of the Corporation.
FOURTH: To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation is amended to read as follows:
"FIRST.- The name of the Corporation is:
CORONADO INDUSTRIES, INC"
FIFTH: The manner in which the foregoing amendment of the Certificate
of Incorporation are authorized are as follows:
The Board of Directors of the Corporation authorized the amendment under
the authority vested in said Board by shareholder approval in accordance with
Provisions of Section 505 of the Business Corporation Law.
IN WITNESS WHEREOF, we have subscribed this document on September 19,
1996 and do hereby affirm under penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
/s/ EDWARD A. BARTH
- ----------------------
EDWARD A. BARTH, President
/s/ RICHARD A HOOPER
- -----------------------
RICHARD A HOOPER, Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
LOGICAL COMPUTER SERVICES OF NEW YORK LTD.
------------------------------------------
UNDER SECTION 805 BCL
<PAGE>
State of New York
Department Of State J
I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.
Witness my hand seal of the Department of State on OCT 04, 1993.
[SEAL OF STATE OF NEW YORK DEPARTMENT OF STATE]
Special Deputy Secretary of State
<PAGE>
MINUTES OF THE SPECIAL DIRECTORS MEETING
OF LOGICAL COMPUTER SERVICES OF NEW YORK, LTD.
A special meeting of the Directors of the Corporation was held pursuant
to notice on September 19, 1996 at the office of the corporation at 4264
Strausser Street N.W., North Canton, Ohio at 1:00 p.m. Attending the meeting
in person were Directors Richard W. Hooper and Edward A. Barth. Also in
attendance was Ronald O. Kaffen, attorney for the Corporation. Attending via
telephone was Director Richard Campanalie. The meeting was called to order
by Edward A Barth who, upon finding a quorum present, proceeded with business.
Mr. Barth advised the Directors that the merger previously voted upon by
the Directors, for purposes of changing the name of the corporation,
effectuating a five-for-one consolidation of stock and changing venue of the
corporation to the State o-Nevada will take longer than anticipated. Mr.
Barth advised the group that the corporation must obtain a consent from the
New York State Tax Commissioner prior to filing the merger articles in the
State of New York and that it will take at least two months.
Mr. Barth then suggested that it would be appropriate in order to avoid
confusion with the upcoming acquisition of the assets of Coronado Products to
change the name of the corporation prior to the merger and effectuate the
five-for-one consolidation immediately. Thereafter motion was duly made and
seconded and unanimously passed it was
RESOLVED, that the officers of the corporation file an amended
Certificate of Incorporation for the purpose of changing the corporation's
name to Coronado Industries, Inc.
FURTHER RESOLVED, that the officers of the corporation notify the
transfer agent that effective immediately,, the five-for-one stock
consolidation, as approved by the shareholders on August 30, 1996 be
immediately placed into effect. In the event that the stock consolidation
results in fractional shares, the holders of such shares shall receive one
additional share of common stock in the corporation without the necessity of
paying any fractional amounts for the full share.
There being no further business the meeting was adjourned at 1:30 p.m.
Respectfully submitted,
/s/ Edward A. Barth
-----------------
Edward A. Barth, Secretary
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
- -----------------------
CORONADO INDUSTRIES, INC. SIGNED ASSET ACQUISITION WITH
OPHTHALMIC INTERNATIONAL, L.L.C.
AND AMERICAN GLAUCOMA INSTITUTE
NOVEMBER 5,1996 - NORTH CANTON, OH - CORONADO INDUSTRIES, INC. (OTC B.B. -
CDIK) announced today that it has signed an agreement to acquire 100% of the
assets of OPHTHALMIC INTERNATIONAL, L.L.C., and AMERICAN GLAUCOMA INSTITUTE.
Ophthalmic owns a patented treatment for Open Angle Glaucoma that is
non-invasive and in clinical trials, was found to cause no harmful side
---------------
effects. The company has received a patent on the method for treating Open
-
Angle Glaucoma as well as the devices used in the treatment. The patent will
transfer to Coronado Industries Inc. at the end of one year subject only to
the verification of Coronado's Current financial condition.
Patients suffering from Open Angle Glaucoma, when treated using the Company's
PNT(TM) method and VACUUM FIXATION DEVICE, are relieved of the internal fluid
pressures in the eyes. Glaucoma causes the blurring and loss of vision and in
some cases blindness.
A three-year ongoing study involving Dr. John T. LiVeccli and Dr. Guillermo
Avalos indicates that a two minute non-invasive procedure with Ophthalmic
International's device and their patented uniquely designed section will
temporarily reduce I.O.P. approximately 6 HG for an average of 3 months, at
which time the treatment can be repeated.
Current Open Angle Glaucoma treatment calls for eye drops one more times
daily, which may have uncomfortable side effects, denying their use to some.
patients.
In the United States alone, Glaucoma is a leading cause of blindness. About
3% of Americans older than 65 years (2 million people) are affected. Of
those, about 60,000 are legally blind.
Coronado Industries Inc. intends to manufacture and market the Vacuum Fixation
Device and the patented suction rings to major medical supply companies and
health care providers throughout the world.
For More Information
Contact: Gary Smith or Richard Smith
Phone: (602) 837-6810
<PAGE>
For Immediate Release
Thursday, October 24, 1996
CORONADO INDUSTRIES INC. FORMERLY LOGICAL COMPUTER SERVICES
OF NEW YORK, LTD. ANNOUNCES LETTER OF INTENT.
Oct. 23, 1996 -- Coronado Industries Inc. (OTC BB Trading Symbol CDIK)
-----
announced today that it has entered into a Letter of Intent to acquire 100% of
the assets from Ophthalmic International, LLC and American Glaucoma (upon the
companies completing their due diligence) in exchange for shares in Coronado.
Ophthalmic International, LLC owns a patent (Open Angle Glaucoma Treatment
apparatus and method) for the treatment of Open Angle Glaucoma.
A three-year ongoing study involving Dr. John T. LiVecchi and Dr. Guillermo
Avalos indicates that a 2 minute treatment with Ophthalmic International's
vacuum fixation device and their uniquely patented designed suction ring will
temporarily reduce I.O.P. approximately 6 HG for a average of 3 months, at
which time the treatment can be repeated.
FOR MORE information contact:
Edward Barth, President - Coronado Industries Inc. (330) 497-4360
